SEATOWN CORPORATION LTD (IN JUDICIAL MANAGEMENT) · 2007-06-29 · scheme document dated 27 june...

SCHEME DOCUMENT DATED 27 JUNE 2007

THIS SCHEME DOCUMENT IS ISSUED BY SEATOWN CORPORATION LTD (IN JUDICIALMANAGEMENT) (“COMPANY” OR “SEATOWN”). THIS SCHEME DOCUMENT IS IMPORTANT ANDREQUIRES YOUR IMMEDIATE ATTENTION. PLEASE READ IT CAREFULLY.If you are in any doubt about this Scheme Document or as to the action that you should take, you shouldconsult your stockbroker, bank manager, solicitor, accountant or other professional adviser immediately.If you have sold or transferred all your ordinary shares in the capital of the Company, please forward thisScheme Document and the accompanying proxy forms immediately to the purchaser or transferee or to thebank, stockbroker or agent through whom the sale or transfer was effected for onward transmission to thepurchaser or transferee.The Singapore Exchange Securities Trading Limited assumes no responsibility for the correctness of any ofthe statements made, reports contained or opinions expressed in this Scheme Document.

SEATOWN CORPORATION LTD(IN JUDICIAL MANAGEMENT)

(Incorporated in the Republic of Singapore)(Company Registration Number 198802544G)

PROPOSED SCHEME OF ARRANGEMENTUNDER SECTION 210 AND SECTION 210 (READ WITH SECTION 227X)

OF THE COMPANIES ACT, CHAPTER 50 OF SINGAPORE

Financial Adviser to the Company

GENESIS CAPITAL PTE. LTD.(Company Registration Number 200403939H)

Independent Financial Adviser in relation to the Scheme

PHILLIP SECURITIES PTE LTD

Last date and time for lodgment of proxy form 5.00 p.m. on 20 July 2007

for the Court Meeting of Creditors


for the Court Meeting of Shareholders


for the Extraordinary General Meeting

Date and time of the Court Meeting of Creditors 9.30 a.m. on 23 July 2007

Date and time of the Court Meeting of Shareholders 11.30 a.m. on 23 July 2007

Date and time of the Extraordinary General Meeting 12.00 p.m. on 23 July 2007 (or as soonthereafter following the conclusion oradjournment of the Court Meeting ofShareholders)

Place of the Court Meeting of Creditors, the Court 20 Raffles PlaceMeeting of Shareholders and the Extraordinary #17-00, Ocean TowersGeneral Meeting Singapore 048620

The action to be taken by you is set out on pages 47 to 52 of this Scheme Document.

The important dates and times relating to the Court Meeting of Creditors, the Court Meeting of Shareholdersand the Extraordinary General Meeting and the expected timetable are set out on page 13 of this SchemeDocument. Your attention is also drawn to the notes under the expected timetable.

CONTENTS

Page

DEFINITIONS ................................................................................................................................ 4

INDICATIVE TIMETABLE .............................................................................................................. 13

CORPORATE INFORMATION ...................................................................................................... 15

PRELIMINARY .............................................................................................................................. 16

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS .............................. 17

LETTER FROM THE BOARD AND JUDICIAL MANAGER TO THE SHAREHOLDERS AND THECREDITORS OF THE COMPANY ................................................................................................ 18

1. INTRODUCTION .................................................................................................................. 18

2. RATIONALE FOR THE SCHEME........................................................................................ 18

3. THE SCHEME...................................................................................................................... 19

4. EFFECT OF THE SCHEME, DE-LISTING OF THE COMPANY AND TRADING INASI SHARES ...................................................................................................................... 20

5. OPINION OF THE IFA ........................................................................................................ 20

6. FINANCIAL ADVISER ........................................................................................................ 21

7. RECOMMENDATION OF THE BOARD .............................................................................. 21

8. RESPONSIBILITY STATEMENT OF THE BOARD AND THE JUDICIAL MANAGER ...... 21

9. OTHER INFORMATION ...................................................................................................... 21

EXPLANATORY STATEMENT ...................................................................................................... 22

1. INTRODUCTION .................................................................................................................. 23

2. RATIONALE FOR THE SCHEME........................................................................................ 26

3. THE SCHEME...................................................................................................................... 27

4. THE HMSC ACQUISITION .................................................................................................. 31

5. SHAREHOLDINGS IN ASI .................................................................................................. 33

6. FINANCIAL EFFECTS OF THE SCHEME .......................................................................... 35

7. MEETINGS .......................................................................................................................... 36

8. REGULATORY AND OTHER APPROVALS ...................................................................... 37

9. EFFECT OF THE SCHEME, DE-LISTING OF THE COMPANY AND TRADING INASI SHARES ...................................................................................................................... 39

10. IMPLEMENTATION OF THE SCHEME .............................................................................. 39

11. CLOSURE OF BOOKS ...................................................................................................... 41

12. SETTLEMENT AND REGISTRATION PROCEDURES ...................................................... 42

13. OVERSEAS SHAREHOLDERS AND OVERSEAS CREDITORS ...................................... 44

14. TERMINATION OF SCHEME .............................................................................................. 46

15. CONCLUSION OF THE SCHEME BY PERFORMANCE .................................................. 46

16. NO FURTHER ACTION ...................................................................................................... 47

17. DIRECTORS’ INTERESTS .................................................................................................. 47

18. ACTION TO BE TAKEN BY CREDITORS AND SHAREHOLDERS .................................. 47

19. OPINION OF THE IFA ........................................................................................................ 52

20. RECOMMENDATION OF THE BOARD .............................................................................. 52

21. OTHER INFORMATION ...................................................................................................... 52

2

CONTENTS

APPENDIX A – GENERAL INFORMATION RELATING TO THE COMPANY ........................ A-1

APPENDIX B – SALLMANNS’ VALUATION REPORT ............................................................ B-1

APPENDIX C – LETTER FROM PHILLIP SECURITIES PTE LTD TO THEINDEPENDENT DIRECTOR OF SEATOWN CORPORATION LTD(IN JUDICIAL MANAGEMENT) ...................................................................... C-1

APPENDIX D – EXTRACTS OF CERTAIN INFORMATION RELATING TOTHE ASI GROUP ............................................................................................ D-1

APPENDIX E – THE SCHEME ................................................................................................ E-1

APPENDIX F – NOTICE OF COURT MEETING OF CREDITORS.......................................... F-1

NOTICE OF COURT MEETING OF SHAREHOLDERS

NOTICE OF EXTRAORDINARY GENERAL MEETING

PROXY FORM FOR COURT MEETING OF CREDITORS

PROXY FORM FOR COURT MEETING OF SHAREHOLDERS

PROXY FORM FOR EXTRAORDINARY GENERAL MEETING

3

DEFINITIONS

In this Scheme Document, the following definitions apply throughout unless otherwise stated or thecontext otherwise requires:

Companies within our Group

“Company” or “Seatown” : Seatown Corporation Ltd, a company incorporated inSingapore which was placed in judicial managementpursuant to an Order of the Court dated 26 February2003 and extended thereafter from time to time

“Group” : Seatown and its subsidiaries

“Seatown Construction” : Seatown Construction Pte Ltd

“Seatown Foundation” : Seatown Foundation Engineering Pte Ltd

Companies within the ASI Group

“ASI” : Asia-Pacific Strategic Investments Limited

“ASI Group” : The proforma group of companies comprising ASI andits subsidiary HMSC as at the date of the IntroductoryDocument, treated for the purposes of the IntroductoryDocument as if the ASI Group structure had been inplace since 1 July 2003

“HMSC” : HMS Capital Sdn Bhd

Other Companies, Organisations and Agencies

“ACRA” : The Accounting and Corporate Regulatory Authority ofSingapore

“Authority” or “MAS” : The Monetary Authority of Singapore

“CDP” : The Central Depository (Pte) Limited

“CPF Agent Banks” : Agent banks included under the CPFIS

“Genesis” : Genesis Capital Pte. Ltd., the financial adviser to theCompany in relation to the Scheme

“HY Investment” : HY Investment Limited

“IFA” or “Phillip Securities” : Phillip Securities Pte Ltd, the independent financialadviser to the independent director in relation to theScheme

“IRAS” : The Inland Revenue Authority of Singapore

“Jian Lai” : Anhui Liu-an Jian Lai Chemicals Co., Ltd

“KP” : King Premier Holdings Limited

“Pribena” : Pribena Construction Sdn Bhd

“SGX-ST” : Singapore Exchange Securities Trading Limited

“Share Registrar” : B.A.C.S. Private Limited

4

DEFINITIONS

“SIC” : Securities Industry Council of Singapore

General

“ASI Shares” : Ordinary shares in the capital of ASI

“Associate” : (a) In relation to an entity, means:

(i) in a case where the entity is a SubstantialShareholder, Controlling Shareholder,substantial interest-holder or controllinginterest-holder, its related corporation,related entity, associated company orassociated entity;

(ii) in any other case:

(A) a director or an equivalent person;

(B) where the entity is a corporation, aControlling Shareholder of the entity;

(C) where the entity is not a corporation,a controlling interest-holder of theentity;

(D) a subsidiary, a subsidiary entity, anassociated company, or anassociated entity; or

(E) a subsidiary, a subsidiary entity, anassociated company, or anassociated entity, of the ControllingShareholder or controlling interest-holder, as the case may be,

of the entity; and

(b) In relation to an individual, means:

(i) his immediate family;

(ii) a trustee of any trust of which the individualor any member of the individual’simmediate family is:

(A) a beneficiary; or

(B) where the trust is a discretionarytrust, a discretionary object,

when the trustee acts in that capacity; or

(iii) any corporation in which he and hisimmediate family (whether directly orindirectly) have interests in voting shares ofan aggregate of not less than 30% of thetotal votes attached to all voting shares

5

DEFINITIONS

“Board” or “Board of Directors” : The board of directors of the Company as at the date ofthis Scheme Document

“Books Closure Date” : At 5.00 p.m. on 17 August 2007, on which the sharetransfer books and the register of members of theCompany will be closed to determine the entitlements ofShareholders whose Shares are registered in their ownnames to the ASI Shares and at and on which theentitlements of Shareholders who are Depositors will bedetermined

“Business Day” : A day (other than a Saturday or Sunday) on which banksare generally open for business in Singapore

“Cessation Date” : Has the meaning ascribed to it on page 46 of thisScheme Document

“CPF” : Central Provident Fund

“CPFIS” : Central Provident Fund Investment Scheme

“Code” : The Singapore Code on Take-overs and Mergers

“Committee of Creditors” : A committee of creditors established under Section227O of the Companies Act

“Companies Act” or “Singapore : Companies Act, Chapter 50 of SingaporeCompanies Act”

“Court” : The High Court of Singapore

“Court Meeting of Creditors” : The meeting of Creditors to be convened and held underthe directions of the Court, notice of which is set out onpages F-1 to F-2 of this Scheme Document, and anyadjournment thereof

“Court Meeting of Shareholders” : The meeting of Shareholders to be convened and heldunder the directions of the Court, notice of which is setout on pages F-3 to F-4 of this Scheme Document, andany adjournment thereof

“Court Meetings” : The Court Meeting of Creditors and the Court Meetingof Shareholders collectively

“Creditor” : Any person who has or who purports to have a claimagainst the Company arising out of or having its origin inany matter occurring on or prior to the date ofannouncement of the judicial management of theCompany on 26 February 2003 or arising out of anytransaction, act or omission of the Company or anyperson on or before such date whether the claim bepresent, future or contingent or whether liquidated, orsounding only in damages and whether in contract or intort howsoever arising

“Date of Admission” : The date of admission of ASI to the Official List of SGX-SESDAQ

“Dato’ Choo” : Dato’ Dr Choo Yeow Ming

6

DEFINITIONS

“Depositor” : Has the meaning ascribed to it in Section 130A of theCompanies Act

“Directors” : The directors of the Company

“Disputed Claim” : Has the meaning ascribed to it on page 50 of thisScheme Document

“Distribution Shares” : An aggregate of 37,132,316 ASI Shares comprising16,132,316 and 21,000,000 ASI Shares to be distributedby Dato’ Choo to the Shareholders and Creditorsrespectively pursuant to the Share Distribution

“EBITDA” : Earnings before interest, tax, depreciation andamortisation

“EGM” : The extraordinary general meeting of the Company,notice of which is set out on pages F-5 to F-6 of thisScheme Document, and any adjournment thereof

“Eligible Creditor” : Such Creditor who has lodged a Proof of Debt to theJudicial Manager and whose Proof of Debt has beenadmitted (in whole or in part) pursuant to the terms ofthe Scheme and whose Outstandings exceed zero, andincludes an assignee of the Outstandings of suchCreditor subsisting at the time of the assignment and inrelation to whom a notice of the assignment has beengiven to the Judicial Manager or the SchemeAdministrator (as the case may be)

“Existing Shares” : The 1,155,162,342 Shares held by the Shareholders

“FY” : Financial year ended or, as the case may be, ending 30 September

“Group” : The Company and its subsidiaries

“Guarantees” : Each of the guarantees given by the Company inrelation to the liabilities and obligations of thesubsidiaries or former subsidiaries of the Group inrelation to any agreement, transaction, dealing, matter orevent made or occurring on or before 26 February 2003

“HMSC Acquisition” : The proposed acquisition by ASI of 100% of the issuedand paid-up share capital of HMSC, pursuant to theHMSC S&P Agreement, more particularly described inthe section “The HMSC Acquisition” of this SchemeDocument

“HMSC S&P Agreement” : The sale and purchase agreement dated 25 July 2006made between Dato’ Choo, Ir. Heng Aik Koon, Faizal binAhmad Stalin, Trimount Pte Ltd, Naluri Berhad, E-2Capital Investment (No. 10) Limited and ASI relating tothe HMSC Acquisition, more particularly described in thesection “The HMSC Acquisition” of this SchemeDocument

“HY” : Financial period of six (6) months ended or, as the casemay be, ending 31 March

7

DEFINITIONS

“HY Investment Agreement” : An investment agreement entered into by the Companywith an investor, HY Investment, involving the purchaseby the Company of the entire paid-up capital in WiseGlory Group Ltd, a wholly owned subsidiary of HYInvestment, in consideration for which HY Investmentwould receive shares in the Company

“Independent Shareholders” : Shareholders (other than Dato’ Choo and parties actingin concert with him)

“Introductory Document” : The introductory document in respect of ASI dated 27 June 2007 which has been submitted to the SGX-ST

“Judicial Manager” : The judicial manager of the Company, namely Nicky TanNg Kuang of nTan Corporate Advisory Pte Ltd who wasappointed judicial manager of the Company pursuant toan Order of Court dated 26 February 2003 andextended from time to time

“Judicial Manager’s Costs : The costs and expenses incurred by the Judicialand Expenses” Manager on or after 26 February 2003, including the

costs and expenses of every solicitor, manager,accountant, auctioneer, broker or other person employedby the Judicial Manager, which amount stands in priorityto all other debts, except those subject to a security towhich Section 227H(2) of the Companies Act applies,which has been subjected to review and approval by theCommittee of Creditors

“KP Investment Agreement” : An investment agreement entered into between theCompany and KP involving the acquisition by theCompany of 100% of the issued registered capital ofJian Lai, in consideration for which KP would receiveshares in the Company

“Latest Practicable Date” : 22 June 2007, being the latest practicable date prior tothe printing of this Scheme Document

“Letter of Offer” : The Letter of Offer dated 21 August 2006 from Dato’Choo to the Company relating to, inter alia, the Scheme

“Listing Manual” : The listing manual of the SGX-ST

“Market Day” : A day on which the SGX-ST is open for trading insecurities

“NAV” : Net asset value

“NTL” : Net tangible liabilities

“Outstandings” : In relation to any Creditor means the total amount forwhich the Company is liable or indebted to that Creditoras at 26 February 2003 in respect of or arising from alltransactions, dealings, matters and events less theaggregate of:

(i) all sums paid to or received by that Creditor on orafter 26 February 2003 and up to and includingthe Proof of Debt Submission Date, in reduction of

8

DEFINITIONS

any amount for which the Company is liable orindebted as at 26 February 2003 to that Creditor;and

(ii) the value as at Proof of Debt Submission Date ofany and all assets held by such Creditor assecurity for any indebtedness or liability of theCompany to that Creditor as at 26 February 2003

“Overseas Creditors” : Creditors of the Company whose registered addressesare outside Singapore

“Overseas Shareholders” : Shareholders whose registered addresses are recordedin the register of members of the Company or in thedepository register maintained by CDP as being outsideSingapore

“PRC” : The People’s Republic of China, excluding Hong Kong,Macau and Taiwan for purposes of this SchemeDocument, and for geographical reference only

“Proof of Debt” : A statutory declaration executed or to be executed by aperson who has or purports to have a claim, stating theamount and particulars of:

(i) its claim against the Company as at 26 February2003;

(ii) all sums paid to or received by that Creditor on orafter 26 February 2003 and up to and includingthe Proof of Debt Submission Date, in reduction ofany amount for which the Company is liable orindebted as at 26 February 2003 to that Creditor;and

(iii) the value as at the Proof of Debt Submission Dateof any and all assets held by such Creditor assecurity for any indebtedness or liability of theCompany to that Creditor subsisting as at 26 February 2003

in the form annexed as Schedule 3 to Appendix E of theScheme Document, lodged with the Judicial Manager atthe Specified Address on or before the Proof of DebtSubmission Date, or proof of debt which has previouslybeen submitted by such Creditors in respect of theirclaims to the Judicial Manager, or proof of debt lodgedafter the Proof of Debt Submission Date and admitted bythe Judicial Manager or the Scheme Administrator

“Proof of Debt Submission Date” : 5.00 p.m. on 13 July 2007, being the latest date forlodgment of Proof of Debt by the Creditors for thepurposes of voting at the Court Meeting of Creditors andparticipating in the Scheme, subject to paragraphs 13.3and 13.6 of the Scheme

9

DEFINITIONS

“Release Parties” : The Company, its subsidiaries or former subsidiariesand any affiliate and their respective present or formerdirectors, officers, employees, attorneys, accountants,advisers, agents and representatives and theirrespective successors and assigns

“Relevant ASI Shareholders” : The Shareholders of ASI who will hold 30% or more ofthe issued ASI Shares following the Scheme

“Scheme” : The scheme of arrangement dated 27 June 2007 as setout on pages E-1 to E-33 of this Scheme Document(from time to time modified or amended)

“Scheme Administrator” : The Judicial Manager or any person appointed by theCourt to be the administrator of the Scheme whether inaddition to or in replacement of any person asadministrator of the Scheme provided nevertheless thatin the event of the determination of the judicialmanagement of the Company, then the persons whoheld appointment as Scheme Administrator immediatelybefore the termination of the judicial management of theCompany shall continue to be Scheme Administratorunless and until replaced by the Court

“Scheme Effective Date” : The date on which the Scheme becomes effective inaccordance with the terms of the Scheme, being thedate on which a copy of the Court order sanctioning theScheme is lodged with ACRA pursuant to theCompanies Act or on such earlier date as the Court maydetermine and as may be specified in the Court order

“Seatown Share Exchange Ratio” : The ratio of 1 existing ASI Share to be transferred byDato’ Choo for approximately every 71.61 Shares heldby, or standing to the credit of the Securities Accounts orCPF Agent Bank accounts of, the Shareholders,fractional entitlements to be disregarded, such ratioarrived at after arm’s length negotiations between theCompany and Dato’ Choo, on a “willing-seller andwilling-buyer” basis taking into account, inter alia, thefollowing factors:

(i) the Group has been loss-making (without takinginto account extraordinary and exceptional items)as a whole and the Company has been placed injudicial management since 26 February 2003;

(ii) trading in the Shares on the SGX-ST has beensuspended since 22 May 2002; and

(iii) the Group has aggregate liabilities that exceed theestimated net realisable value of its assets.

Each ASI Share is valued at S$0.20, which is based onthe issued and paid-up share capital of ASI ofS$100,000,000 comprising 500,000,000 ordinary sharesas at the Latest Practicable Date

10

DEFINITIONS

“Securities Account” : Securities account maintained by a Depositor with CDP,but does not include a securities sub-account

“SGXNET” : The corporate announcement system maintained by theSGX-ST for the submission of announcements by listedcompanies

“SGX-SESDAQ” : The SGX-ST Dealing and Automated Quotation System

“Shares” : Ordinary shares in the capital of the Company

“Shareholders” : Persons who are registered as holders of Shares in theregister of members of the Company as at the BooksClosure Date, or where CDP is the registered holder, theterm “Shareholders” shall, in relation to such Shares,mean the Depositors whose Securities Accounts arecredited with Shares at the Books Closure Date, orpersons whose CPF Agent Bank accounts are creditedwith Shares as at the Books Closure Date

“Share Distribution” : The proposed distribution by Dato’ Choo of an aggregateof 37,132,316 existing ASI Shares for the Creditors andthe Shareholders under the Scheme subject to theprovisions of the Introductory Document

“SMH” : Semenyih Memorial Hills, being a parcel of landmeasuring approximately 100 acres forming part of theland known as Lot 1147 Mukim Hulu Semenyih, Districtof Hulu Langat, Selangor Darul Ehsan, Malaysia overwhich HMSC has been granted rights to construct andoperate a burial ground and non-Muslim cemetery

“Specified Address” : The address at 6 Battery Road, #33-02, Singapore049909

“Substantial Shareholder” : A person who holds directly or indirectly 5% or more ofthe total issued share capital in the Company

“Transfer Date” : Five Business Days after the Scheme Effective Date orsuch other period as the Scheme Administrator mayagree

Units and Currencies

“S$” or “$” and “cents” : Singapore dollars and cents, respectively

“US$” and “US cents” : United States dollars and cents, respectively

“%” or “per cent.” : Percentage or per centum

11

DEFINITIONS

The terms “Depositor”, “Depository Agent” and “Depository Register” shall have the meaningsascribed to them respectively in Section 130A of the Singapore Companies Act. The term “acting inconcert” shall have the meaning ascribed to it in the Code.

Words importing the singular shall, where applicable, include the plural and vice versa and wordsimporting the masculine gender shall, where applicable, include the feminine and neuter genders andvice versa. References to persons shall include corporations.

Any reference in this Scheme Document to any statute or enactment or the Listing Manual is areference to that statute or enactment or the Listing Manual as for the time being amended or re-enacted. Any word defined under the Singapore Companies Act or the Listing Manual, or anymodification thereof and used in this Scheme Document shall, where applicable, have the meaningassigned to it under the Singapore Companies Act or the Listing Manual or any modification thereof,as the case may be, unless otherwise provided.

Any reference to a time of day or date in this Scheme Document shall be a reference to Singaporetime or date, as the case may be, unless otherwise stated.

Any discrepancies in tables included in this Scheme Document between the sum of the figures statedand the totals thereof shown are due to rounding. Accordingly, figures shown as totals in this SchemeDocument may not be an arithmetic aggregation of the figures which precede them.

12

INDICATIVE TIMETABLE


Proof of Debt Submission Date : 5.00 p.m. on 13 July 2007

Last date and time for lodgment(1)(2) :of proxy forms(3) for the

(i) Court Meeting of Creditors : 5.00 p.m. on 20 July 2007

(ii) Court Meeting of Shareholders(4)(5) : 5.00 p.m. on 20 July 2007

(iii) EGM : 5.00 p.m. on 20 July 2007

Date and time of the

(i) Court Meeting of Creditors : 9.30 a.m. on 23 July 2007

(ii) Court Meeting of Shareholders : 11.30 a.m. on 23 July 2007

(iii) EGM : 12.00 p.m. on 23 July 2007 (or as soon thereafterfollowing the conclusion or adjournment of theCourt Meeting of Shareholders)

Place of the Court Meetings and the EGM : 20 Raffles Place,#17-00, Ocean TowersSingapore 048620

Expected date of the Court hearing of : 17 August 2007application to sanction the Scheme

Books Closure Date : 17 August 2007 at 5.00 p.m., subject to theapproval of the Scheme at the Court Meetingsand the approval of the Shareholders of theresolutions at the EGM, and the sanction of theScheme and confirmation of the reduction in theshare capital of the Company by the Court

Expected Scheme Effective Date : To be announced in due course by the Company,expected to be the Relevant Date defined below

: Within seven (7) days after the Scheme EffectiveDate

Expected date for the de-listing of the Shares : 31 August 2007

Expected date for the listing of ASI Shares : 31 August 2007on the SGX-SESDAQ

You should note that, save for the Proof of Debt Submission Date, the last date and time forlodgment of proxy forms and the date and time of the Court Meetings and the EGM, the abovetimetable is indicative only and may be subject to change. For the events listed above whichare described as “expected”, please refer to future announcement(s) by the Company and/orthe SGX-ST for the exact dates and times of these events.

Expected date of notification of theEligible Creditors and the Shareholdersof their individual entitlements to the ASIShares under the Share Distribution,subject to and on the terms andconditions of the Scheme and the Letterof Offer

13


Notes:

(1) The proxy forms for the EGM and the Court Meetings must be lodged not later than 5.00 p.m. on 20 July 2007.

(2) All proxy forms for the EGM and the Court Meetings (if lodged before the relevant EGM or the Court Meetings, as thecase may be) must be lodged at 6 Battery Road, #33-02, Singapore 049909. Completion and return of a proxy form willnot preclude a Shareholder or Creditor from attending and voting in person at the relevant EGM or the Court Meetings,as the case may be.

(3) Please use the correct proxy form for the respective meetings. The relevant proxy forms for the respective meetings areas follows:

To be completed by Colour of Proxy Form For

Eligible Creditors White Court Meeting of Creditors

Shareholders Pink Court Meeting of Shareholders

Shareholders Green EGM

(4) While beneficial owners of the Shares who hold such Shares through nominees or Depository Agents are not entitled,as such, to attend or vote at the Court Meeting of Shareholders, the nominees who are the registered holders of theShares and Depository Agents will be so entitled. Beneficial owners of the Shares wishing to attend and vote at theCourt Meeting of Shareholders should take steps to become registered holders or Depositors of the Shares prior to theCourt Meeting of Shareholders. Failure to do so may result in the beneficial owners of the Shares not being able toexercise the voting rights attached to such Shares.

(5) CPFIS investors may wish to check with their CPF Agent Banks on the procedure and deadline for the submission oftheir written instructions to their CPF Agent Banks to vote on their behalf.

NOTICE OF BOOKS CLOSURE DATE

NOTICE IS HEREBY GIVEN that, subject to the approval of the Scheme at the Court Meetings andthe approval of the Shareholders of the resolutions at the EGM, and the sanction of the Scheme andconfirmation of the reduction in the share capital of the Company by the Court, the transfer booksand the register of members of the Company will be closed at the Books Closure Date, 5.00 p.m. on17 August 2007 for the purpose of determining the entitlements of Shareholders whose Shares areregistered in their own names to the ASI Shares and on which the entitlements of Shareholders whoare Depositors will be determined.

Duly completed and stamped transfers in respect of Shares not registered in the name of CDPtogether with all relevant documents of title received up to the Books Closure Date by the Company’sShare Registrar will, subject to the Articles of Association of the Company, be registered to determinetheir entitlements under the Scheme.

14

CORPORATE INFORMATION

Board of Directors : Goh Siong Lak DirectorDr. Philip Tan Meng Ngee Independent Director

Judicial Manager of the Company : Nicky Tan Ng Kuang

Company Secretary : Chow Kah Ming

Registered Office : 30 East Coast Road,#02-29 Paramount Shopping CentreSingapore 428751

Share Registrar and Share Transfer Office : B.A.C.S. Private Limited63 Cantonment RoadSingapore 089758

Financial Adviser to the Company : Genesis Capital Pte. Ltd.in relation to the Scheme 16 Raffles Quay

#27-05/06 Hong Leong BuildingSingapore 048581

Legal Adviser to the Company in : Drew & Napier LLCrelation to the Scheme 20 Raffles Place

#17-00, Ocean TowersSingapore 048620

Independent Financial Adviser to the : Phillip Securities Pte Ltdindependent director in relation 250 North Bridge Roadto the Scheme #06-00 Raffles City Tower

Singapore 179101

15

PRELIMINARY

This Scheme Document has been prepared solely for the purpose of seeking Creditors’ andShareholders’ approval for the Scheme and may not be relied upon by any person other than theCreditors and the Shareholders or for any other purpose.

No person has been authorised to give any information or to make any representation other thanthose contained in this Scheme Document and the Introductory Document in connection with theScheme and, if given or made, such information or representation must not be relied upon as havingbeen authorised by the Company, Dato’ Choo, ASI or the Judicial Manager. Nothing contained hereinis, or may be relied upon as, a promise or representation as to the future performance, financialposition or policies of the Company, the Group, ASI or the ASI Group. Neither the delivery of thisScheme Document nor the Share Distribution shall, under any circumstance, constitute a continuingrepresentation, or give rise to any implication or suggestion, that there has not been or there will notbe any change in the affairs of the Company, the Group, ASI and/or the ASI Group or in theinformation herein since the Latest Practicable Date. Where any such changes occur after the datehereof, the Company and/or ASI (as the case may be) may make an announcement of the same tothe SGX-ST. You should take note of any such announcement and shall, upon the release of such anannouncement, be deemed to have notice of such changes.

The distribution of this Scheme Document and/or the Share Distribution may be prohibited orrestricted by law in certain jurisdictions. You are required to inform yourself of and to observe anysuch prohibitions and restrictions. It is your responsibility in such jurisdictions to satisfy yourself as tothe full observance of the laws of the relevant jurisdiction in connection therewith, including theobtaining of any government, exchange control or other consents which may be required, thecompliance with all necessary formalities which are required to be observed and/or payment of anyissue, transfer or other taxes due in such jurisdiction.

Where the Company is of the view that the distribution of this Scheme Document and/or any otherrelevant document to any overseas Shareholder or Creditor of the Company in any jurisdiction(s) mayinfringe any relevant foreign law or necessitate compliance with conditions or requirements which theCompany regards as onerous or impractical by reason of costs, delay or otherwise, the Company willnot distribute this Scheme Document and other relevant documents to Shareholders and Creditorswith addresses in such jurisdiction(s). Please also refer to the section “Overseas Shareholders andCreditors” of this Scheme Document.

This Scheme Document may not be used for the purposes of, and does not constitute, an offer,invitation or solicitation in any jurisdiction or in any circumstances in which such offer, invitation orsolicitation is not authorised or to any person to whom it is unlawful to make such offer, invitation orsolicitation.

You are advised to consult your stockbroker, bank manager, solicitor, accountant, tax adviser, orother professional advisers immediately if you are in any doubt as to any aspect of the Scheme,including the tax implications of approving the Scheme or the holding of ASI Shares pursuant to theScheme. It is emphasised that none of the Company, the Judicial Manager, Dato’ Choo, the Directors,the directors of ASI or any other persons involved in the Scheme accept responsibility for any taxeffects of, or liabilities resulting from, the Scheme and/or the holding of ASI Shares.

The SGX-ST assumes no responsibility for the correctness of any of the statements made, opinionsexpressed or reports contained in this Scheme Document.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

All statements contained in this Scheme Document, the Introductory Document, statements,including in press releases and oral statements, that are made or may be made by the Company orits officers, Judicial Manager, Directors or employees acting on the Company’s behalf, the ASI Groupand/or Dato’ Choo, that are not statements of historical fact, constitute “forward-looking statements”.Some of these forward-looking statements can be identified by terms such as “anticipate”, “believe”,“could”, “estimate”, “expect”, “forecast”, “if”, “intend”, “may”, “plan”, “possible”, “probable”, “project”,“should”, “will” and “would” or similar words. However, these words are not the exclusive means ofidentifying forward-looking statements. All statements regarding the Group’s and the ASI Group’sexpected financial position, performance, business strategy, plans and prospects are forward-lookingstatements.

These forward-looking statements, including (but not limited to) statements as to the Group’s and ASIGroup’s revenue and profitability, costs measures, expected industry trends, prospects, future plans,planned strategy and other matters discussed in this Scheme Document and/or the IntroductoryDocument regarding matters that are not historical fact, are only predictions.

These forward-looking statements involve known and unknown risks, uncertainties and other factorsthat may cause the Group’s and the ASI Group’s actual future results, performance or achievementsto be materially different from any future results, performance or achievements expected in,expressed or implied by, such forward-looking statements. These risks, uncertainties and otherfactors include, among others, those relating to the ASI Group described in the IntroductoryDocument under the section “Risk Factors”. Additional factors that could cause actual results,performance or achievements to differ material include, but are not limited to, those discussed underthe sections entitled “Information on our Businesses”, “Management’s Discussion and Analysis of ourFinancial Position and Results of Operations” in the Introductory Document and other matters not yetknown to the Company and/or ASI or not yet currently considered material by ASI and/or theCompany.

Given the risks and uncertainties that may cause the Group’s and the ASI Group’s actual futureresults, performance or achievements to be materially different from those expected in, or expressedor implied by, the forward-looking statements or financial information set out in this SchemeDocument and/or the Introductory Document, undue reliance must not be placed on them. Neitherthe Company, the ASI Group, Dato’ Choo, the Financial Adviser to the Company in relation to theScheme, the Judicial Manager nor any other party involved in the Scheme and the Share Distributionrepresents or warrants that the Group’s and/or the ASI Group’s actual future results, performance orachievements will be as discussed in those statements or financial information. The Group’s or theASI Group’s actual results, performance or achievements may differ materially from those anticipatedin these forward-looking statements as a result of, inter alia, the risks faced by them respectively.

Further, the Company, the ASI Group, Dato’ Choo, the Financial Adviser in relation to the Schemeand the Judicial Manager and all parties involved in the Scheme and the Share Distribution disclaimany responsibility to update any of those forward-looking statements or information or publiclyannounce any revisions to them to reflect future developments, events or circumstances for anyreason, even if new information becomes available or other events occur in the future. However, theCompany and ASI are, or will be, as the case may be, subject to the relevant provisions of theSecurities and Futures Act, Chapter 289 of Singapore, and the Listing Manual regarding corporatedisclosure.

This Scheme Document may include market and industry data and information that have beenobtained from, inter alia, internal studies, where appropriate, as well as publicly available informationand industry publications. There can be no assurance as to the accuracy or completeness of suchinformation. While the Company has taken reasonable steps to ensure that the information isextracted accurately, the Company has not independently verified any of the data from third partysources or ascertained the underlying bases or assumptions relied upon therein.

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LETTER FROM THE BOARD AND JUDICIAL MANAGER TO THESHAREHOLDERS AND THE CREDITORS OF THE COMPANY

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27 June 2007

To: The Shareholders and the Creditors of the Company

Dear Sir/ Madam,

PROPOSED SCHEME OF ARRANGEMENT UNDER SECTION 210 AND SECTION 210 (READWITH SECTION 227X) OF THE SINGAPORE COMPANIES ACT

1. INTRODUCTION

1.1 Background

The Company is the ultimate holding company of the Group. The Company was incorporatedin Singapore on 29 July 1988. On 5 July 1989, the Company was admitted to the Official Listof the SGX-ST.

The Shares have been suspended from trading on the Main Board of the SGX-ST since22 May 2002, and on 26 February 2003, the Company was placed under judicial managementpursuant to an order of the Court and Nicky Tan Ng Kuang was appointed as Judicial Managerof the Company. The High Court of Singapore had on 22 February 2007 ordered that thejudicial management order be extended to 26 August 2007.

1.2 Announcement of the SchemeThe Company announced, on 25 August 2006, that it had on 21 August 2006 accepted theterms and conditions of the Letter of Offer from Dato’ Choo. Pursuant to this Letter of Offer, it isproposed that the Company will enter into a scheme of arrangement with its Creditors andShareholders.

1.3 Purpose

The purpose of this Scheme Document is to provide Shareholders and Creditors withinformation on the Scheme.

1.4 Explanatory Statement

An explanatory statement setting out the key terms of, the rationale for and the effect of theScheme and the procedures for the implementation of the Scheme is set out on pages 22 to 52 of this Scheme Document. It should be read in conjunction with the full text of this SchemeDocument, including the Scheme as set out on pages E-1 to E-33 of this Scheme Document,and the Introductory Document.

2. RATIONALE FOR THE SCHEME

Seatown is currently under judicial management and has aggregate liabilities that exceed theestimated net realisable value of Seatown’s assets. As at the Latest Practicable Date, Seatownhas insignificant realisable assets. The estimated total liabilities of the Company, including theestimated contingent liabilities that are likely to materialise, subject to adjudication of theclaims under the Scheme, amount to approximately S$36,700,000.

In the event that Seatown is liquidated, the Shareholders and Creditors are unlikely to receiveany payment. As such, the Scheme offers a potential recovery for, and better return to, theShareholders and Creditors.

If the Scheme is implemented, the Shareholders will receive ASI Shares in an aggregate valueof approximately S$3,226,463 in consideration for the transfer of their shareholdings in theCompany to Dato’ Choo.


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Eligible Creditors will also receive ASI Shares in an aggregate value of S$4,200,000 inconsideration for the assignment of the Outstandings and Guarantees (if any) amounting toapproximately S$36,700,000, subject to adjudication of the claims under the Scheme. In thiscontext, the Scheme is likely to provide for a better return to the Creditors compared to theliquidation of Seatown.

The SGX-ST has granted eligibility-to-list for the ASI Shares to be admitted on the SGX-SESDAQ, subject to certain conditions. Given that the Shares have been suspended fromtrading since 22 May 2002, subject to the listing and quotation of ASI Shares and the Schemebecoming effective, the Shareholders will be able to engage in the trading of ASI Shares onSGX-SESDAQ and have the opportunity to realise their investment in the Shares.

3. THE SCHEME

3.1 Letter of Offer

The Scheme will be carried out by way of a scheme of arrangement between the Companyand its Shareholders and Creditors.

3.2 Shareholders

The Scheme is proposed to all Shareholders. As at the Latest Practicable Date, the Companyhas a share capital of S$83,636,854 comprising 1,155,162,342 Shares. Pursuant to the termsof the Scheme, the following shall be effected:

(i) On the Scheme Effective Date, Dato’ Choo shall transfer to the Scheme Administrator,for and on behalf of the existing Shareholders, an aggregate of 16,132,316 ASI Shares,representing approximately 3.23% of the issued ASI Shares;

(ii) In consideration for each existing Shareholders’ entitlement to the aggregate of16,132,316 ASI Shares, determined in accordance with the Seatown Share ExchangeRatio, each existing Shareholder agrees to the reduction of the entire issued and paidup share capital of the Company of S$83,636,854 and the cancellation of all the sharecertificates in respect of the total aggregate of the Existing Shares; the allotment of aminimum of two (2) new Shares, credited as fully paid up, to Dato’ Choo; the withdrawalof the Company’s Shares from the Official List of the SGX-ST; and the release of theRelease Parties from all obligations, warranties, indemnities, and covenants (howsoevercalled) and all actions, claims and potential claims in connection with the financialconditions and difficulties of the Company and the circumstances related thereto;

(iii) The Company shall apply to the Court for confirmation of such capital reduction as maybe required to give effect to the reduction of the entire issued and paid up share capitalof the Company of S$83,636,854 and the cancellation of all the share certificates inrespect of the total aggregate of 1,155,162,342 existing issued Shares referred to inparagraph 3.2 (ii) above; and

(iv) The Company’s Shares shall be withdrawn from the Official List of the SGX-ST and theCompany shall issue and allot a minimum of two (2) new Shares, credited as fully paid-up, to Dato’ Choo, both of which shall take place concurrently with the cancellationreferred to in paragraph 3.2 (ii) above.

In the event that the Scheme becomes effective and binding, the Existing Shares will becancelled and all rights attaching thereto, including rights to dividend or other distribution, willcease and Dato’ Choo will hold all the issued ordinary shares in the Company.

3.3 Creditors

The Scheme is also proposed to all Creditors. Pursuant to the terms of the Scheme, thefollowing shall be effected:


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(i) On the Scheme Effective Date, Dato’ Choo shall transfer to the Scheme Administrator,for and on behalf of the Eligible Creditors, an aggregate of 21,000,000 ASI Shares,representing approximately 4.20% of the issued ASI Shares; and

(ii) In consideration for the transfer of the aggregate of 21,000,000 ASI Shares, the SchemeAdministrator shall, for and on behalf of the Eligible Creditors, assign completely andabsolutely to Dato’ Choo the rights, title and interests arising out of the Eligible Creditors’Outstandings and the Guarantees (if any) and each Eligible Creditor shall not have anyrights, interests and recourse whatsoever against the Company and shall have nofurther claims whatsoever against the Company in respect of their Outstandings and theGuarantees (if any).

3.4 Judicial Manager’s Costs and Expenses

The Judicial Manager’s Costs and Expenses (including, inter alia, legal costs and expenses)have been approved by the Committee of Creditors on 15 June 2007 and shall thereafter bepaid by Dato’ Choo by way of the transfer on the Transfer Date of an aggregate of 17,867,684ASI Shares, representing approximately 3.57% of the issued ASI Shares. The total amount ofthe Judicial Manager’s Costs and Expenses (including, inter alia, legal costs and expenses)approved by the Committee of Creditors on 15 June 2007 is S$8,183,796.88.

4. EFFECT OF THE SCHEME, DE-LISTING OF THE COMPANY AND TRADING IN ASISHARES

4.1 Effect of the Scheme and De-listing of the Company

If the Scheme becomes effective, Dato’ Choo will hold all the Shares of the Company.

The Shares have been suspended from trading on the SGX-ST since 22 May 2002. Pursuantto the terms of the Scheme, on or as soon as reasonably practicable after the Schemebecomes effective, and concurrently with the cancellation of the Existing Shares, theCompany’s Shares will be withdrawn from the Official List of the SGX-ST.

Please refer to future announcement(s) by the Company for the actual dates of the SchemeEffective Date and the date of de-listing of the Shares from the Official List of the SGX-ST.

4.2 Trading in ASI Shares

It is envisaged that ASI Shares will be traded on SGX-SESDAQ in board lots of 1,000 ASIShares. Following the Share Distribution, the Securities Accounts or CPF Agent Bank accountsof Shareholders and Eligible Creditors may be credited with odd lots of ASI Shares (i.e. lotsother than board lots of 1,000 ASI Shares).

Shareholders and Eligible Creditors who receive odd lots of ASI Shares and who wish to tradesuch odd lots on the SGX-ST should note that, subject to the SGX-ST granting permission forthe listing and quotation of ASI Shares on SGX-SESDAQ, odd lots of ASI Shares can betraded in the Unit Share Market of the SGX-ST.

5. OPINION OF THE IFA

The Company has appointed Phillip Securities as the independent financial adviser to theindependent director in respect of the Scheme and its advice is set out in its letter dated 27 June 2007 in Appendix C of this Scheme Document. Based on the factors discussed in itsletter, Phillip Securities is of the view that the Scheme is, from a financial point of view, onnormal commercial terms and is not prejudicial to the interests of the Company and theIndependent Shareholders, and therefore has advised the independent director to recommendthat the Independent Shareholders vote in favour of the Scheme at the Court Meeting ofShareholders and the EGM. You are advised to read Phillip Securities’ letter carefully in itsentirety.


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6. FINANCIAL ADVISER

Genesis has been appointed as the financial adviser to the Company.

7. RECOMMENDATION OF THE BOARD

Based on the eligibility criteria of the Scheme, the Board will be eligible to participate in theScheme. As the Board will be participating in the Scheme, the Board will accordingly abstainfrom making any recommendation to the Creditors and Shareholders at the respective CourtMeetings. The Directors who are also Shareholders will abstain from voting at the EGM inrespect of all resolutions set out in the notice of the EGM. Notwithstanding the above, theBoard would like to refer to the IFA recommendation to the independent director as set outabove.

8. RESPONSIBILITY STATEMENT OF THE BOARD AND THE JUDICIAL MANAGER

8.1 Recommendation

This Scheme Document has been seen and approved by the Board and the Judicial Manager(including those who may have delegated detailed supervision of this Scheme Document), andthe Board and the Judicial Manager confirm that, having made all reasonable enquiries and tothe best of their knowledge and belief, the statements and opinions expressed in this SchemeDocument (other than the letter from Phillip Securities set out in Appendix C of this SchemeDocument, and the summary of information relating to the ASI Group in Appendix D of thisScheme Document) are fair and accurate in all material respects and that there are no materialfacts the omission of which would make any statement in this Scheme Document misleading.

However, the Board and the Judicial Manager have not managed the ASI Group and have nodirect or indirect involvement in the affairs of ASI. Where information relating to the HMSCAcquisition, and the ASI Group has been extracted from the Introductory Document or frompublished or otherwise publicly available sources or is otherwise based on information obtainedfrom ASI or Dato’ Choo, the sole responsibility of the Board and the Judicial Manager havebeen to ensure that such information has been accurately and correctly extracted from thesesources or, as the case may be, reflected or reproduced in this Scheme Document. The Boardand the Judicial Manager have not undertaken any independent verification of suchinformation.

9. OTHER INFORMATION

Your attention is drawn to the other information set out in this Scheme Document.

Your attention is also drawn to the Introductory Document for further information on theASI Group, including the section entitled “Risk Factors” of the Introductory Document.You are advised to read the full text of this Scheme Document, including theExplanatory Statement on pages 22 to 52 of this Scheme Document and the Scheme asset out on pages E-1 to E-33 of this Scheme Document, and the Introductory Documentin their entirety.

Yours faithfully,

The Board of Directors Nicky Tan Ng Kuang, Judicial ManagerSeatown Corporation Ltd (In Judicial Management) Seatown Corporation Ltd

(In Judicial Management)

EXPLANATORY STATEMENT(In compliance with Section 211 of the Singapore Companies Act)

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EXPLANATORY STATEMENTTHIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

IT CONTAINS EXTENSIVE AND DETAILED INFORMATION AND SHOULD BE READ IN ITSENTIRETY. IF YOU ARE IN ANY DOUBT ABOUT THIS DOCUMENT OR AS TO THE ACTIONWHICH YOU SHOULD TAKE, YOU SHOULD CONSULT YOUR STOCKBROKER, BANK MANAGER,SOLICITOR, ACCOUNTANT OR OTHER PROFESSIONAL ADVISER IMMEDIATELY.

SCHEME OF ARRANGEMENT

Pursuant to Section 210 and Section 210 (read with Section 227(X))of the Companies Act (Chapter 50) of Singapore

Between


(Incorporated in the Republic of Singapore with limited liability)

and

ITS SHAREHOLDERS AND CREDITORS

THE ACTION REQUIRED TO BE TAKEN BY THE SHAREHOLDERS AND CREDITORS OFSEATOWN CORPORATION LTD (IN JUDICIAL MANAGEMENT) IS SET OUT IN SECTION 18 OFTHIS DOCUMENT. WHETHER OR NOT YOU INTEND TO BE PRESENT AT THE COURT MEETINGOF SHAREHOLDERS AND COURT MEETING OF CREDITORS, YOU ARE ASKED TO COMPLETEAND RETURN AS SOON AS POSSIBLE THE RELEVANT PROXY FORM ENCLOSED WITH THISDOCUMENT IN ACCORDANCE WITH THE INSTRUCTIONS SET OUT THEREIN.

THE COURT MEETING OF CREDITORS TO CONSIDER THE SCHEME OF ARRANGEMENT WILLBE HELD ON 23 JULY 2007 AT 9.30 A.M.

THE COURT MEETING OF SHAREHOLDERS TO CONSIDER THE SCHEME OF ARRANGEMENTWILL BE HELD ON 23 JULY 2007 AT 11.30 A.M.

WHILE BENEFICIAL OWNERS OF THE SHARES WHO HOLD SUCH SHARES THROUGHNOMINEES OR DEPOSITORY AGENTS ARE NOT ENTITLED, AS SUCH, TO ATTEND OR VOTEAT THE COURT MEETING OF SHAREHOLDERS, THE NOMINEES WHO ARE THE REGISTEREDHOLDERS OF THE SHARES AND DEPOSITORY AGENTS WILL BE SO ENTITLED.

BENEFICIAL OWNERS OF THE SHARES WISHING TO ATTEND AND VOTE AT THE COURTMEETING OF SHAREHOLDERS SHOULD TAKE STEPS TO BECOME REGISTERED HOLDERSOR DEPOSITORS OF THE SHARES PRIOR TO THE COURT MEETING OF SHAREHOLDERS.FAILURE TO DO SO MAY RESULT IN THE BENEFICIAL OWNERS OF THE SHARES NOT BEINGABLE TO EXERCISE THE VOTING RIGHTS ATTACHED TO SUCH SHARES.

CPFIS INVESTORS MAY WISH TO CHECK WITH THEIR CPF AGENT BANKS ON THEPROCEDURE AND DEADLINE FOR THE SUBMISSION OF THEIR WRITTEN INSTRUCTIONS TOTHEIR CPF AGENT BANKS TO VOTE ON THEIR BEHALF.


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To: Shareholders and Creditors of Seatown Corporation Ltd (In Judicial Management)

PROPOSED SCHEME OF ARRANGEMENT UNDER SECTION 210 AND SECTION 210 (READWITH SECTION 227X) OF THE COMPANIES ACT (CHAPTER 50) OF SINGAPORE

1. INTRODUCTION

1.1 Explanatory Statement

The purpose of this Explanatory Statement is to provide Shareholders and Creditors withinformation on the Scheme and to explain the rationale for and effect of the Scheme. It shouldbe read in conjunction with the full text of this Scheme Document, including the Scheme as setout on pages E-1 to E-33 of this Scheme Document and the Introductory Document. Termsused in this Explanatory Statement are as defined on pages 4 to 12 of this Scheme Documentand the Scheme unless otherwise stated or the context otherwise requires.

1.2 What is a Scheme of Arrangement?

Under Singapore law, a scheme of arrangement of the kind proposed here is a compromise orarrangement provided for under Section 210 and Section 210 (read with Section 227X) of theCompanies Act (Chapter 50) of Singapore. The arrangement becomes legally binding on all ofthe shareholders and creditors to whom it is intended to apply if a majority in numberrepresenting three-fourths (75%) in value of the shareholders and at least three-fourths (75%)in value of the creditors, voting in person or by proxy, vote in favour of it at the Court Meetingof Shareholders and Court Meeting of Creditors respectively convened with the leave of theCourt and if the Court subsequently approves it.

1.3 What are Shareholders and Eligible Creditors required to do?

If you are a Shareholder and/or Eligible Creditor, you are entitled to vote at the Court Meetingof Shareholders and Court Meeting of Creditors (as the case may be) for the purpose ofapproving the Scheme. The Court Meetings will be held on 23 July 2007, notice of which isgiven at the end of this Explanatory Statement. You may attend the relevant Court Meetings inperson or you may vote by proxy.

Beneficial owners of the Shares who hold such Shares through nominees or DepositoryAgents are not entitled, as such, to attend or vote at the Court meeting of Shareholders, thenominees who are the registered holders of the Shares and Depository Agents will be soentitled.

Beneficial owners of the Shares wishing to attend and vote at the Court Meeting ofShareholders should take steps to become registered holders or Depositors of the Shares priorto the Court Meeting of Shareholders. Failure to do so may result in the beneficial owners ofthe Shares not being able to exercise the voting rights attached to such Shares.

There is enclosed with this document a proxy form which may be submitted in respect of eachCourt Meeting. Whether or not you intend to be present in person at the Court Meeting ofShareholders or the Court Meeting of Creditors (as the case may be), please complete andsign the relevant proxy form enclosed in accordance with the instructions contained thereinand return the relevant proxy form as soon as possible to Seatown c/o 6 Battery Road, #33-02, Singapore 049909 and in any event not later than 5.00 p.m. on 20 July 2007.Returning the proxy form will not prevent you from attending and voting in person should youwish to do so.

CPFIS Investors may wish to check with their CPF Agent Banks on the procedure anddeadline for the submission of their written instructions to their CPF Agent Banks to vote ontheir behalf.


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Please also see the section 18 of this Explanatory Statement “Action to be taken by Creditorsand Shareholders” of this Scheme Document.

1.4 Proof of Debt filed by Creditors

The Proof of Debt filed by Creditors as to their claims will be used by the Judicial Manager,taking into account:

i) all amounts paid to or received by such Creditor, on or after 26 February 2003 and up toand including the Proof of Debt Submission Date; and

ii) the value as at the Proof of Debt Submission Date of any and all assets held by suchCreditor as security for any indebtedness or liability of the Company

in reduction of any amount for which the Company is liable or indebted as at 26 February 2003to that Creditor to determine the claims or amounts to be counted for voting purposes at theCourt Meeting of Creditors.

The admission of these amounts for voting purposes shall not constitute an admission by theJudicial Manager for the purposes of calculating the Eligible Creditors’ entitlements under theScheme.

The Proofs of Debt filed by Creditors as to their claims will be used by the SchemeAdministrator, taking into account:

i) all amounts paid to or received by such Creditor, on or after 26 February 2003 and up toand including the Proof of Debt Submission Date; and

ii) the value as at the Proof of Debt Submission Date of any and all assets held by suchCreditor as security for any indebtedness or liability of the Company

in reduction of any amount for which the Company is liable or indebted as at 26 February 2003to that Creditor to determine and verify the claims of the Creditors and consider whether suchclaims and their amounts are fair and reasonable and whether these claims or amounts maybe counted for the purpose of calculating such Creditors’ entitlement under the Scheme. TheScheme Administrator shall be entitled to admit or reject a Creditor’s claim for the purpose ofcalculating his entitlement under the Scheme.

1.5 Brief Background of the Company

The Company is the ultimate holding company of the Group. On 5 July 1989, the Companywas admitted to the Official List of the SGX-ST.

The Group comprised a fully integrated and diversified group of companies which carried onbusiness in the infrastructure development industry, including building construction activities,bored-piling, civil engineering, rail-track construction, manufacturing of pre-cast architecturalconcrete components and ready-mixed concrete. Seatown Construction and SeatownFoundation undertook the Group’s building construction activities and bored piling activitiesrespectively.

The Company’s financial difficulties arose from problems related to the downturn in theconstruction sector which materially affected Seatown Construction and its then subsidiary,Seatown Foundation. This in turn led to a liquidity crisis for the Company and its othersubsidiaries.


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In 2002, Seatown Construction faced liquidity problems. As a result, creditors commencedproceedings against Seatown Construction to recover outstanding debts. At that time, SeatownFoundation owned significant receivables due from Seatown Construction. As SeatownConstruction could not pay on the receivables, Seatown Foundation similarly faced liquidityproblems.

A number of creditors of Seatown Construction and Seatown Foundation commenced legalproceedings against the Company under the corporate guarantees issued by the Company toSeatown Construction and Seatown Foundation. The Company was not able to meet theseclaims by its creditors.

On 22 May 2002, the Company’s Shares were suspended from trading on the SGX MainBoard.

On 17 September 2002, the Company applied and obtained an order from the High Courtrestraining further proceedings against the Company. The Company applied and obtained anextension of the order to 15 December 2002 to pursue the HY Investment Agreement with aninvestor, HY Investment, an investment holding company with subsidiaries engaged in thebusiness of property development in PRC.

On 13 December 2002, Seatown announced that, in order to carry out and implement the HYInvestment Agreement, the Company had to appoint various professionals to carry out therequired legal and financial due diligence on HY Investment’s assets and businesses as wellas to prepare the necessary applications to the SGX-ST for the re-listing of the Company’sShares. Accordingly, funding was required to pay the fees of these professionals. Negotiationstook place with HY Investment on the terms and conditions pursuant to which funding for theprofessionals’ fees would be provided. In the meantime, the professionals commenced work.Delays arose however due to difficulties in raising the requisite funding to pay the variousprofessionals. Despite considerable efforts, HY Investment and the Company could not reachagreement on the funding of the professionals’ fees. Eventually, HY Investment informed theCompany that it would not be pursuing the HY Investment Agreement any further.

On 26 February 2003, the Company was placed under judicial management pursuant to anorder of the Court and Nicky Tan Ng Kuang was appointed as Judicial Manager of theCompany.

With the expiry of the HY Investment Agreement, a number of interested parties expressedtheir interests in investing in the Company. An assessment was made of the investments beingoffered by these potential investors in the interests of the stakeholders of the Company,including the Creditors and Shareholders.

On 9 July 2004, the Company entered into the KP Investment Agreement pursuant to whichthe Company would acquire 100% of the issued registered capital of Jian Lai in considerationfor the issuance of shares to KP. Jian Lai’s principal business is the production of plantfertilizers and it holds a 50-year lease of an industrial property which encompasses an area ofapproximately 413,300 square metres in the Anhui Province of the PRC.

Pursuant to the KP Investment Agreement, KP granted the Company a convertible loan ofS$1,000,000 which may be convertible into shares in the Company at the option of KP. Themain purpose of the loan was to fund the costs of the professionals required to implement theKP Investment Agreement. The professionals advising on the KP Investment Agreementcommenced work and various draft reports and a draft circular to the Shareholders wereprepared.

In early 2005, the Company was informed by KP that there were changes to the financialregulatory rules in the PRC. As a result, KP spent considerable time reviewing these changesand where necessary took steps to comply with these changes. The Company and KP updated


26

their financial results to ensure that the draft reports and draft circular to the Shareholderscontained the most updated financial results. On 21 December 2005, the Company wasinformed by KP that it would not be pursuing the KP Investment Agreement any further andthat the KP Investment Agreement was terminated.

After the termination of the KP Investment Agreement, a review of the various availablepotential investments from interested parties was carried out. After reviewing the variouspotential investments, the Board of Directors and the Judicial Manager concluded that aninvestment agreement with Dato’ Choo was in the interests of the Company and itsstakeholders. On 28 December 2005, following a series of negotiations, the Company enteredinto an investment agreement with Dato’ Choo.

On 21 August 2006, the investment agreement with Dato’ Choo was terminated when theCompany accepted the terms and conditions of the Letter of Offer from Dato’ Choo. The Letterof Offer provided that Dato’ Choo would offer 11% of the issued and paid-up shares in ASI tothe Shareholders and Creditors of Seatown in exchange for the entire issued and paid-upshare capital of Seatown as well as the outstanding claims of all its Creditors against it. Inorder to give effect to the offer, Seatown would have to enter into a scheme of arrangementwith its Shareholders and Creditors.

As announced by the Company on 27 February 2007, the Court had on 22 February 2007ordered that, inter alia, the judicial management order be extended to 26 August 2007.

1.6 Announcements of the Scheme

The Company announced, on 25 August 2006, that it had on 21 August 2006 accepted theterms and conditions of the Letter of Offer from Dato’ Choo. Pursuant to this Letter of Offer, it isproposed that the Company will enter into a scheme of arrangement with its Creditors andShareholders.

1.7 De-Listing

The Company is listed on the Main Board of the SGX-ST. When the Scheme becomeseffective, Dato’ Choo will own all the issued ordinary shares in the Company. Pursuant to theterms of the Scheme, on or as soon as reasonably practicable after the Scheme becomeseffective, and concurrently with the cancellation of the Existing Shares, the Company’s Shareswill be withdrawn from the Official List of the SGX-ST.

2. RATIONALE FOR THE SCHEME

Seatown is currently under judicial management and has aggregate liabilities that exceed theestimated net realisable value of Seatown’s assets. As at the Latest Practicable Date, Seatownhas insignificant realisable assets. The estimated total liabilities of the Company, including theestimated contingent liabilities that are likely to materialise, subject to adjudication of theclaims under the Scheme, amount to approximately S$36,700,000.




27

Eligible Creditors will also receive ASI Shares in an aggregate value of S$4,200,000 inconsideration for the assignment of the Outstandings and Guarantees (if any) amounting toapproximately S$36,700,000, subject to adjudication of the Outstandings under the Scheme. Inthis context, the Scheme is likely to provide for a more advantageous realisation of Seatown’sassets and a better return to the Eligible Creditors than on the liquidation of Seatown.

ASI has applied to the SGX-ST for the listing and quotation of ASI Shares on the SGX-SESDAQ and on 1 June 2007, the SGX-ST granted eligibility-to-list the ASI Shares on theSGX-SESDAQ, subject to certain conditions. Given that the Shares have been suspended fromtrading since 22 May 2002, subject to the listing and quotation of ASI Shares and the Schemebecoming effective, Shareholders will be able to engage in the trading of ASI Shares on theSGX-SESDAQ and have the opportunity to exit their investment in the Shares.

3. THE SCHEME

3.1 Letter of Offer

The Scheme will be carried out by way of a scheme of arrangement between the Companyand its Shareholders and Creditors.

3.2 Shareholders

The Scheme is proposed to all Shareholders. As at the Latest Practicable Date, the Companyhas a share capital of S$83,636,854 comprising 1,155,162,342 Shares. Pursuant to the termsof the Scheme, on or after the Scheme Effective Date, the following shall be effected:

(i) On the Scheme Effective Date, Dato’ Choo shall transfer to the Scheme Admininstrator,for and on behalf of the existing Shareholders, an aggregate of 16,132,316 ASI Shares,representing approximately 3.23% of the issued ASI Shares;

(ii) In consideration for each existing Shareholders’ entitlement to the aggregate of16,132,316 ASI Shares, determined in accordance with the Seatown Share ExchangeRatio, each existing Shareholder agrees to the reduction of the entire issued and paidup share capital of the Company of S$83,636,854 and the cancellation of all the sharecertificates in respect of the total aggregate of the Existing Shares; the allotment of aminimum of two (2) new Shares, credited as fully paid up, to Dato’ Choo; the withdrawalof the Company’s Shares from the Official List of the SGX-ST; and the release of theRelease Parties from all obligations, warranties, indemnities, and covenants (howsoevercalled) and all actions, claims and potential claims in connection with the financialconditions and difficulties of the Company and the circumstances related thereto;

(iii) The Company shall apply to the Court for confirmation of such capital reduction as maybe required to give effect to the reduction of the entire issued and paid up share capitalof the Company of S$83,636,854 and the cancellation of all the share certificates inrespect of the total aggregate of 1,155,162,342 existing issued Shares referred to inparagraph 3.2 (ii) above; and

(iv) The Company’s Shares shall be withdrawn from the Official List of the SGX-ST and theCompany shall issue and allot a minimum of two (2) new Shares, credited as fully paid-up, to Dato’ Choo, both of which shall take place concurrently with the cancellationreferred to in paragraph 3.2 (ii) above.

In the event that the Scheme becomes effective and binding, the Existing Shares will becancelled and all rights attaching thereto, including rights to dividend or other distribution, willcease and Dato’ Choo will hold all the Shares in the Company.


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3.3 Creditors

The Scheme is also proposed to all Creditors. Pursuant to the terms of the Scheme, thefollowing shall be effected:

(i) On the Scheme Effective Date, Dato’ Choo shall transfer to the Scheme Administrator,for and on behalf of the Eligible Creditors, an aggregate of 21,000,000 ASI Shares,representing approximately 4.20% of the issued ASI Shares; and

(ii) In consideration for the transfer of the aggregate of 21,000,000 ASI Shares, the SchemeAdministrator shall, for and on behalf of the Eligible Creditors, assign completely andabsolutely to Dato’ Choo the rights, title and interests arising out of the Eligible Creditors’Outstandings and the Guarantees (if any), and each Eligible Creditor shall not have anyrights, interests and recourse whatsoever against the Company and shall have nofurther claims whatsoever against the Company in respect of their Outstandings and theGuarantees (if any).

3.4 Judicial Manager’s Costs and Expenses

The Judicial Manager’s Costs and Expenses (including, inter alia, legal costs and expenses)have been approved by the Committee of Creditors on 15 June 2007 and shall thereafter bepaid by Dato’ Choo by way of the transfer on the Transfer Date of an aggregate of 17,867,684ASI Shares, representing approximately 3.57% of the issued ASI Shares. The total amount ofthe Judicial Manager’s Costs and Expenses (including, inter alia, legal costs and expenses)approved by the Committee of Creditors on 15 June 2007 is S$8,183,796.88.

3.5 De-Listing

Please refer to the section “Effect of the Scheme, De-listing of the Company and Trading in ASIShares” of this Scheme Document.

3.6 Conditions to Implementation of the Scheme

The implementation of the Scheme is subject, inter alia, to the following conditions beingsatisfied or waived (as the case may be):

(a) all necessary approvals and consents from all relevant government, regulatory and otherauthorities and third parties in Singapore and other relevant jurisdictions to effect andcomplete the Scheme being obtained including but not limited to the eligibility-to-listbeing obtained from the SGX-ST for the listing of ASI Shares on the SGX-SESDAQ;

(b) approval of the Scheme by at least three-fourths (75%) in value of the Creditors presentand voting at the Court Meeting of Creditors;

(c) approval of the Scheme by at least a majority in number representing three-fourths(75%) in value of the Shareholders present and voting at the Court Meeting ofShareholders;

(d) approval by the Shareholders at the EGM to be convened to approve and give effect tothe Scheme and all matters incidental to or in connection with the Scheme, including thereduction of the share capital of the Company, the cancellation of the Existing Sharesheld by the Shareholders, the issue of new Shares to Dato’ Choo, and the de-listing ofthe Company’s Shares from the Official List of the SGX-ST;

(e) a ruling having been made by SIC that the Scheme is in compliance with and/orexempted from the provisions of the Singapore Code on Take-overs and Mergers andprocedures applicable to the Scheme;

(f) the completion of the acquisition of HMSC by ASI, which would include obtaining therelevant approvals from the Foreign Investment Committee of Malaysia;


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(g) approval of the Scheme by the Court pursuant to Section 210(3) of the SingaporeCompanies Act; and

(h) the eligibility-to-list granted by the SGX-ST for the listing of ASI Shares on the SGX-SESDAQ has not been revoked or withdrawn.

The Scheme will only become fully effective and binding subject to and upon thesatisfaction or waiver (as the case may be) of the above conditions and the lodgmentwith ACRA of a copy of the Order of Court sanctioning the Scheme or on such earlierdate as the Court may determine and as may be specified in the Court order. If any ofthe above conditions are not fulfilled or waived in accordance with the Scheme, theScheme will not become effective.

The SIC has confirmed that the Scheme is exempt from Rules 14, 15, 16, 17, 20.1, 21, 22, 28,29 and 33.2 and Note 1(b) to Rule 19 of the Code, subject to, inter alia, the followingconditions:

(a) common substantial shareholders of Seatown and ASI are to abstain from voting on theScheme;

(b) persons and their concert parties who, as a result of the Scheme, would either acquire30% and 50% in either Seatown or ASI, or if they already hold between 30% and 50% ineither Seatown or ASI, would increase their voting rights in Seatown or ASI by morethan 1% in 6 months, are to abstain from voting on the Scheme; in addition, the Schemedocument must disclose the names of such persons, their current voting rights inSeatown and ASI and their voting rights in Seatown and ASI after the Scheme;

(c) the directors of Seatown who are also directors of ASI or HMSC or who are acting inconcert with persons in either paragraphs (a) or (b) above are to abstain from making arecommendation on the Scheme to the Shareholders; and

(d) Seatown appoints an independent financial adviser to advise the Shareholders on theScheme.

The SIC requires that the Scheme complies with other provisions of the Code, including:

(i) the disclosure in this Scheme Document of the shareholdings of Dato’ Choo and hisconcert parties in the Company and ASI; and

(ii) the requirement for Dato’ Choo and his associates to disclose their dealings in theShares during the period between the initial announcement of the Scheme on 25 August2006 and the later of the date of approval of the Scheme by the Court and the date ofapproval of the Scheme by the Shareholders.

The SIC ruling above exempts the Scheme from the provisions of the Code relating to takeoveroffers (including mandatory, voluntary and partial offers) and certain procedures applicable tosuch offers, as a scheme of arrangement must comply with the provisions of the CompaniesAct. However the Scheme must still comply with the disclosure requirements of the Codementioned above.

On 1 June 2007, the SGX-ST granted eligibility-to-list the ASI Shares on the SGX-SESDAQ,subject to certain conditions. The Introductory Document in respect of ASI dated 27 June 2007in respect of the proposed listing of ASI has been dispatched to you together with this SchemeDocument.


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3.7 The Share Distribution

The Share Distribution relates to the distribution by Dato’ Choo under the Scheme of anaggregate of 37,132,316 existing issued ASI Shares, to the Shareholders and the EligibleCreditors, subject to the provisions of the Introductory Document.

Pursuant to the Scheme, on the Scheme Effective Date, Dato’ Choo shall transfer ASI Sharesto the Scheme Adminstrator, for and on behalf of the Shareholders and the Eligible Creditors,as follows:

(a) an aggregate of 16,132,316 ASI Shares for the Shareholders in accordance with theterms of the Scheme; and

(b) an aggregate of 21,000,000 ASI Shares for the Eligible Creditors in accordance with theterms of the Scheme.

The aggregate of 37,132,316 ASI Shares will constitute approximately 7.43% of the issued ASIShares immediately after the Share Distribution.

Each ASI Share is valued at S$0.20 which is based on the issued and paid-up share capital ofASI of S$100,000,000 comprising 500,000,000 ordinary shares as at the Latest PracticableDate. An independent valuation of the entire 500,000,000 issued ASI Shares stands atS$155,000,000.

Based on the Seatown Share Exchange Ratio, each Shareholder will receive one (1) ASIShare for approximately every 71.61 Shares. The number of ASI Shares each Shareholder willreceive is calculated in accordance with its holding of Shares as at the Books Closure Date:

(i) appearing in the register of members of the Company; or

(ii) standing to the credit of the Securities Account of each Shareholder; or

(iii) standing to the credit of the CPF Agent Bank account of each Shareholder, in the caseof persons who have purchased Shares using their CPF funds under the CPFIS.

Fractional share entitlements shall be disregarded. The equivalent dollar value for each Sharemay be considered to be approximately S$0.0028 and Dato’ Choo will transfer ASI Shares inan aggregate value of approximately S$3,226,463 to the Scheme Administrator, for and onbehalf of the Shareholders.

Based on the estimated total liabilities of the Company of approximately S$36,700,000,including the estimated contingent liabilities that are likely to materialise, subject toadjudication of the claims under the Scheme, each Eligible Creditor will receive one (1) ASIShare for approximately every S$1.75 of the Eligible Creditor’s Outstandings and Guarantees(if any). Fractional share entitlements shall be disregarded. Each Eligible Creditor is expectedto receive the equivalent dollar value of approximately 11.44 cents for every S$1 ofOutstandings and Guarantees (if any).

3.8 Seatown Share Exchange Ratio

The Seatown Share Exchange Ratio of one (1) ASI Share to approximately 71.61 Shares wasproposed by Dato’ Choo and accepted by the Company, on an arm’s length basis, taking intoaccount, inter alia, the following factors:

(a) the Group has been loss-making and it has been placed in judicial management since26 February 2003;

(b) trading in the Shares on the SGX-ST has been suspended since 22 May 2002; and


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(c) the Group has aggregate liabilities that exceed the estimated net realisable value of itsassets.

3.9 Transfer Price of ASI Shares

The transfer price of S$0.20 per ASI Share was arrived at by mutual agreement on a willing-buyer willing-seller basis for a consideration price of S$100,000,000 for the ASI Shares. Anindependent valuation of the entire 500,000,000 issued ASI Shares stands at S$155,000,000.Please refer to Sallmanns’ Valuation Report set out in Appendix B to this Scheme Document.

3.10 Further Information

The resulting shareholding structure of the Company and ASI after the Scheme Effective Dateis expected to be as follows:

Notes:

(1) Based on the Introductory Document, Dato’ Choo, Ir. Heng Aik Koon, and Faizal bin Ahmad Stalin hold 32.36%,32.36%, and 16.18% of the total number of issued ASI Shares respectively after the Scheme Effective Date.

(2) The Introductory Document also states that E2-Capital Investment (No. 10) Limited, Naluri Corporation Berhadand Trimount Pte Ltd respectively hold 4.045%, 2.023% and 2.023% of the total number of issued ASI Shareson or after the Scheme Effective Date.

(3) Seatown Eligible Creditors will hold an aggregate of approximately 4.20% of the total number of issued ASIShares after the Scheme Effective Date.

(4) Seatown Shareholders will hold an aggregate of approximately 3.23% of the total number of issued ASI Sharesafter the Scheme Effective Date.

(5) Judicial Manager will hold an aggregate of approximately 3.57% of the total number of issued ASI Shares afterthe Scheme Effective Date.

For further details on the shareholdings of ASI, please refer to the section entitled“Shareholdings in ASI” of this Scheme Document.

4. THE HMSC ACQUISITION

4.1 The HMSC Acquisition

As stated in the Introductory Document, ASI has completed the acquisition of 100% of theissued and paid-up share capital of HMSC as described below:

On 25 July 2006, ASI entered into the HMSC S&P Agreement to acquire from Dato’ Choo, Ir.Heng Aik Koon, Faizal Bin Ahmad Stalin, Naluri Corporation Berhad, Trimount Pte Ltd, and E2-Capital Investment (No. 10) Limited in aggregate 220 HMSC Shares, representing 100% of theissued and paid-up share capital of HMSC. The aggregate consideration for the purchase of

100%

SeatownASI

� Ir. Heng Aik Koon� Faizal bin Ahmad Stalin (1)

� E2-Capital Investment (No. 10) Limited� Naluri Corporation Berhad � Trimount Pte Ltd(2)

� Eligible Creditors(3)

� Dato’ Choo

� Shareholders(4) � Judicial Manager (5)


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the HMSC Shares was S$100,000,000. The principal activities of HMSC are the operation ofmemorial parks and columbaria in Asia, as well as the provision of professional and integratedbereavement services such as funeral arrangements, funeral and disposition services. Thetransfer price of S$0.20 per ASI Share was arrived at by mutual agreement on a willing-buyerwilling-seller basis for a consideration price of S$100,000,000 for the ASI Shares. Anindependent valuation of the entire 500,000,000 issued ASI Shares stands at S$155,000,000.Please refer to Sallmanns’ Valuation Report set out in Appendix B to this Scheme Document.

Completion of the acquisition under the HMSC S&P Agreement took place on 22 June 2007.On completion, the purchase consideration was fully satisfied by the allotment of 499,999,997ASI Shares (representing approximately 100% of the issued shares of ASI immediately afterthe HMSC Acquisition) by ASI at an issue price of approximately S$0.20 for each ASI Share.The transfers of the HMSC Shares are to be registered with the relevant Malaysian authorities.

4.2 Information on the ASI Group

ASI was incorporated in Singapore on 6 July 2006 under the Singapore Companies Act as apublic company limited by shares under the name of Asia-Pacific Strategic Investments Limited(Company Registration Number 200609901H). Currently, the ASI Group is primarily involved inthe bereavement care industry.

A summary of certain information relating to the ASI Group’s businesses, financial information,prospects and corporate structure is set out in Appendix D of this Scheme Document.

Please refer to the Introductory Document for further information on the ASI Group, including,inter alia, the ASI Group’s businesses, the Audited Combined Financial Statements of Asia-Pacific Strategic Investments Limited For The Financial Years Ended 30 June 2004, 2005, and2006, the Audited Combined Financial Statements of Asia-Pacific Investments Limited For TheFinancial Period From 1 July 2006 To 31 December 2006, the Audited Financial Statements ofHMSC For The Financial Years Ended 30 June 2004, 2005, 2006 and Six Months For TheFinancial Period Ended 31 December 2006, the Letter from the Reporting Auditors in relationto the Profit Projection of Asia-Pacific Strategic Investments Limited and its Subsidiary for thefinancial year ending 30 June 2007, and Sallmanns’ Expert Report on the Profit Projection.

Your attention is also drawn to the section entitled “Risk Factors” of the IntroductoryDocument.


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5. SHAREHOLDINGS IN ASI

5.1 Shareholdings in ASI

The shareholdings of ASI’s shareholders and their respective direct and deemed shareholdinginterests immediately after the HMSC Acquisition described in the section “General Informationon our Group - Significant Changes in Percentage of Ownership” in the Introductory Documentbefore the Scheme Effective Date, and after the Scheme Effective Date, are set out below:

Before the Scheme Effective Date After the Scheme Effective Date

Direct Interest Deemed Interest Direct Interest Deemed Interest

Number of Number of Number of Number ofASI Shares % ASI Shares % ASI Shares % ASI Shares %

Directors

Dato’ Choo 216,818,024(1) 43.363 – – 161,818,024 32.363 – –

Wu Wen Long – – – – – – – –

Michael Chu Siu Yin – – – – – – – –

Ir. Heng Aik Koon 161,818,423 32.363 – – 161,818,423 32.363 – –

Faizal bin Ahmad 80,909,013 16.181 – – 80,909,013 16.181 – –Stalin

Dr. Lam Lee G. – – – – – – – –

Chew Soo Lin – – – – 70(5) – – –

Yap Siean Sin – – – – – – – –

Public

E2-Capital Investment 20,227,270 4.045 – – 20,227,270 4.045 – –(No. 10) Limited(2)

Naluri Corporation 10,113,635 2.023 – – 10,113,635 2.023 – –Berhad(3)

Trimount Pte Ltd(4) 10,113,635 2.023 – – 10,113,635 2.023 – –

Shareholders – – – – 16,132,246(5) 3.226 – –

Judicial Manager – – – – 17,867,684 3.574

Eligible Creditors – – – – 21,000,000 4.200 – –

TOTAL 500,000,000 100.000(6) – – 500,000,000 100.000(6) – –

(All figures are rounded to the nearest three decimal places, where applicable)

Notes:

(1) Dato’ Choo holds 55,000,000 ASI Shares under the HMSC Share Sale & Purchase Agreement which comprises11% of the entire issued and paid-up share capital of ASI after the Scheme to enable him to effect the ShareDistribution and thereby acquire the entire issued and paid-up share capital of Seatown and the EligibleCreditors’ Outstandings and the Guarantees (if any), as well as to pay the Judicial Manager’s Costs andExpenses. Pursuant to the Scheme, Dato’ Choo will transfer 37,132,316 ASI Shares to the Shareholders andCreditors and 17,867,684 ASI Shares to the Judicial Manager, and will thereafter own 161,818,024 ASI Shares.

(2) E-2 Capital Investment (No. 10) Limited is an investment holding company incorporated in the British VirginIslands whose shares are wholly owned by Mr Hano Maeloa.

(3) Naluri Corporation Berhad is an investment holding company incorporated in Malaysia whose shares are listedon the Main Board of Bursa Malaysia.


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(4) Trimount Pte Ltd is an investment holding company incorporated in Singapore whose shares are wholly ownedby SC Global Developments Ltd. The shares of SC Global Developments Ltd are listed on the Main Board of theSGX-ST.

(5) Pursuant to the Share Distribution, ASI’s independent director, Mr Chew Soo Lin, who holds 5,000 Shares willreceive 70 ASI Shares. The 70 ASI Shares together with the other 16,132,246 ASI Shares to be distributed tothe Shareholders would equate to 16,132,316 ASI Shares.

(6) Does not add up to 100.000% due to rounding.

5.2 Cost Per Share

The Share Distribution to the Shareholders is to be effected on the basis of the Seatown ShareExchange Ratio. As trading in the Shares on the SGX-ST has been suspended and marketquotation of the Shares is not available, it cannot be determined if there is any notional dilutionbetween the price paid per ASI Share and the NAV per ASI Share as at 31 December 2006 inrespect of the Share Distribution to the Shareholders.

The NAV per ASI Share as at 31 December 2006 was approximately S$0.0319 per ASI Share.The effective cost per ASI Share borne by the Eligible Creditors of approximately S$1.7500pursuant to the Scheme, represents a premium of approximately S$1.7181 over the NAV perASI Share of approximately S$0.0319.

The following table summarises the total number of ASI Shares acquired by ASI’s substantialshareholders named below (adjusted for the sub-division of ASI’s shares) during the period ofthree years prior to the date of the Introductory Document, the total consideration paid by eachof them and the effective cash value/cost per ASI Share to each of ASI’s substantialshareholders, and to ASI’s new investors pursuant to the Scheme:

Number of ASI Total Effective ValueShares Acquired Valuation per Share(4)

(S$) (S$)

Substantial Shareholders

Dato’ Choo 161,818,024 36,363,636(4) 0.22

Ir. Heng Aik Koon 161,818,423 36,363,636(4) 0.22

Faizal bin Ahmad Stalin 80,909,013 18,181,818(4) 0.22

New Investors

Shareholders(1) 16,132,316 NA(2) NA(2)

Judicial Manager(1) 17,867,684 8,183,796(3) 0.46(3)

Eligible Creditors(1) 21,000,000 36,700,000(5) 1.75

Notes:

(1) Dato’ Choo proposes to acquire Seatown pursuant to the Scheme. The Share Distribution is conditional upon,inter alia, the Scheme becoming effective.

(2) The Share Distribution to the Shareholders is to be effected on the basis of the Seatown Share Exchange Ratio.As trading in the Shares on the SGX-ST has been suspended and market quotation of the Shares is notavailable, the effective cost per share in relation to the Shareholders cannot be determined.

(3) Dato’ Choo shall transfer to the Judicial Manager an aggregate of 17,867,684 ASI Shares, being payment of theJudicial Manager’s Costs and Expenses pursuant to the Scheme.

(4) The computations above are based on the sale and purchase agreement for the HMSC Acquisition.

(5) This relates to the estimated value of the Eligible Creditors’ Outstandings and Guarantees (if any), prior to thecompromise pursuant to the Scheme.


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5.3 Moratorium in respect of Shareholdings in ASI

To demonstrate their commitment to ASI, Dato’ Choo, Ir. Heng Aik Koon, and Faizal bin AhmadStalin who have an interest in an aggregate of 404,545,460 ASI Shares representingapproximately 80.90% of the total number of issued ASI Shares after the Scheme EffectiveDate, have each undertaken not to sell, transfer or otherwise dispose of any part of theirrespective interests in the ASI Shares for a period of six (6) months commencing from the dateof admission of ASI to the Official List of SGX-SESDAQ (“Date of Admission”) and, for afurther period of six (6) months thereafter, not to sell, transfer or otherwise dispose of theirrespective interests in more than 50% of the ASI Shares held by each of them as at the Dateof Admission.

6. FINANCIAL EFFECTS OF THE SCHEME

The Scheme, if approved by the requisite majority of the Shareholders and Creditors at therelevant Court Meetings and of the Shareholders at the EGM, and sanctioned by the Court,involves the cancellation of all the Existing Shares and the Shareholders will receive ASIShares in accordance with the Seatown Exchange Ratio from Dato’ Choo.

The financial effects of the Scheme, based on the financial statements of the Company andthe Group for FY2006 (being the last announced financial statements of the Company), aresummarised below:

6.1 Share Capital

The effect of the Scheme on the issued and paid-up share capital of the Company is set outbelow:

Resultant issuedNumber and paid-up share

of Shares capital (S$)

Issued and paid-up share capital 1,155,162,342 83,636,854.00as at 30 September 2006

Issue of two new Shares 2 83,636,854.10

Cancellation of Shares (1,155,162,342) (83,636,854.00)

Issued and paid-up share capital after the Scheme 2 0.10

6.2 NTL

The effect of the Scheme on the net tangible liabilities of the Company and the Group is setout below:

Company GroupBefore the After the Before the After the

Scheme Scheme Scheme Scheme(S$’000) (S$’000) (S$’000) (S$’000)

(Net tangible liabilities) as at (37,767) (37,767) (79,648) (79,648)30 September 2006


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6.3 Earnings

The effect of the Scheme on the loss before income tax, minority interests and extraordinaryitems of the Company and the Group is set out below:

Company GroupBefore the After the Before the After the

Scheme Scheme Scheme Scheme(S$’000) (S$’000) (S$’000) (S$’000)

(Loss) before income tax, minority (4,474) (4,474) (9,088) (9,088)interests and extraordinary itemsfor FY2006

6.4 Gearing

The Scheme will not have any impact on the gearing of the Company and the Group.

7. MEETINGS

7.1 Court Meetings

The Scheme has to be approved by the Eligible Creditors and Shareholders at separatemeetings convened at the direction of the Court. By the Order of Court dated 25 June 2007,the Court granted, inter alia, leave for the Court Meeting of Creditors and the Court Meeting ofShareholders to be convened for the purpose of approving the Scheme.

At the Court Meeting of Creditors, the Scheme must be approved by at least three-fourths(75%) in value of the Eligible Creditors present and voting, either in person or by proxy, at themeeting. Please refer to section 18 of this Explanatory Statement “Action to be Taken byCreditors and Shareholders – Entitlement of Creditors to Participate in the Scheme” and toparagraph 13 of the Scheme “Creditors’ Participation in the Scheme” set out in Appendix E ofthis Scheme Document in relation to Eligible Creditors’ entitlement to vote at the Court Meetingof Creditors.

At the Court Meeting of Shareholders, the Scheme must be approved by a majority in numberof the Shareholders representing not less than three-fourths (75%) in value of the Shares heldby those present and voting, either in person or by proxy, at the meeting.

While beneficial owners of the Shares who hold such Shares through nominees or DepositoryAgents are not entitled, as such, to attend or vote at the Court Meeting of Shareholders, thenominees who are the registered holders of the Shares and Depository Agents will be soentitled. Beneficial owners of the Shares wishing to attend and vote at the Court Meeting ofShareholders should take steps to become registered holders or Depositors of the Shares priorto the Court Meeting of Shareholders. Failure to do so may result in the beneficial owners ofthe Shares not being able to exercise the voting rights attached to such Shares.

CPFIS investors may wish to check with their CPF Agent Banks on the procedure anddeadline for the submission of their written instructions to their CPF Agent Banks to vote ontheir behalf.

In order to be binding, the Scheme has to be sanctioned by the Court pursuant to Section210(3) of the Singapore Companies Act. Following the approval of the Scheme at the CourtMeetings and the EGM, the Company will apply to the Court to sanction the Scheme.


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When the Scheme, with or without modification, becomes effective, it will be binding upon allthe Creditors and the Shareholders, whether or not they were present in person or by proxy orvoted at the respective Court Meetings. The Scheme will become effective upon lodgment ofthe Order of Court with ACRA or on such earlier date as the Court may determine and as maybe specified in the Court order.

Pursuant to SIC’s ruling set out in the section “Regulatory and Other Approvals – SIC’s Ruling”below, Dato’ Choo and parties acting in concert with him are to abstain from voting on theScheme.

7.2 Notice of Court Meetings

The notice of the Court Meeting of Creditors and the Court Meeting of Shareholders are setout on pages F-1 to F-2 and F-3 to F-4 respectively of this Scheme Document. EligibleCreditors and Shareholders are requested to take note of the dates and times of the respectiveCourt Meetings.

7.3 Extraordinary General Meeting

If the Scheme is approved by the Eligible Creditors and the Shareholders at the respectiveCourt Meetings, the EGM will be held immediately after the Court Meeting of Shareholders forthe purpose of considering and, if thought fit, passing the resolutions to approve and giveeffect to the Scheme, including the reduction of the share capital of the Company by thecancellation of the Shares held by the Shareholders and the issue of new Shares to Dato’Choo.

Pursuant to SIC’s ruling set out in the section “Regulatory and Other Approvals – SIC’s Ruling”below, Dato’ Choo and parties acting in concert with him are to abstain from voting on theScheme. As at the Latest Practicable Date, based on the Company’s records andconfirmations from Dato’ Choo, Ir. Heng Aik Koon, and Faizal bin Ahmad Stalin, they do nothold any Shares.

7.4 Notice of Extraordinary General Meeting

The notice of the EGM is set out on pages F-5 to F-6 of this Scheme Document. Shareholdersare requested to take note of the date and time of the EGM.

8. REGULATORY AND OTHER APPROVALS

8.1 Reduction in the Capital of the Company

The Scheme will involve, inter alia, the cancellation, by way of capital reduction, of sharecapital of the Company of S$83,636,854 comprising 1,155,162,342 Shares held by theShareholders. The resultant share capital will be S$0.10 comprising a minimum of two (2)Shares. The capital reduction is subject to Shareholders’ approval pursuant to, and inaccordance with, Section 78G of the Singapore Companies Act and the other relevant sectionsin Division 3A of Part IV of the Singapore Companies Act. It is intended that the credit arisingin the Company’s books of account as a result of the reduction of capital of the Company ofS$83,636,854 will be applied towards writing off part of the accumulated losses of theCompany. As at 30 September 2006, the accumulated losses of the Company wereapproximately S$114,765,000.


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8.2 SIC’s Ruling

The SIC has confirmed that the Scheme is exempt from Rules 14, 15, 16, 17, 20.1, 21, 22, 28,29 and 33.2 and Note 1(b) to Rule 19 of the Code, subject to, inter alia, the followingconditions:


(b) persons and their concert parties who, as a result of the Scheme, would either acquire30% and 50% in either Seatown or ASI, or if they already hold between 30% and 50% ineither Seatown or ASI, would increase their voting rights in Seatown or ASI by morethan 1% in 6 months, are to abstain from voting on the Scheme; in addition, the Schemedocument must disclose the names of such persons, their current voting rights inSeatown and ASI and their voting rights in Seatown and ASI after the Scheme;



The SIC requires that the Scheme complies with other provisions of the Code, including:

(i) the disclosure in this Scheme Document of the shareholdings of Dato’ Choo and hisconcert parties in the Company and ASI; and



After the Scheme Effective Date, Dato’ Choo, Ir. Heng Aik Koon and Faizal bin Ahmad Stalinwould hold 32.36%, 32.36% and 16.18% respectively of the issued shares in the capital ofASI. Please refer to section 5.1 above entitled “Shareholdings in ASI” on pages 33 to 34 of thisScheme Document.

As at the Latest Practicable Date, based on the Company’s records and confirmations fromDato’ Choo, Ir. Heng Aik Koon, and Faizal bin Ahmad Stalin, they do not hold any Shares.

In compliance with the condition imposed by the SIC, Phillip Securities has been appointed asthe independent financial adviser. The letter from Phillip Securities containing its advice in fullis set out in Appendix C of this Scheme Document. You are advised to read the lettercarefully.

8.3 Court

The Scheme is also subject to sanction by the Court as stated in section 7 of this ExplanatoryStatement.


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9. EFFECT OF THE SCHEME, DE-LISTING OF THE COMPANY AND TRADING IN ASISHARES

9.1 Effect of the Scheme and De-listing of the Company

If the Scheme becomes effective, Dato’ Choo will hold all the Shares of the Company.

The Shares have been suspended from trading on the SGX-ST since 22 May 2002.

Pursuant to the terms of the Scheme, on or as soon as reasonably practicable after theScheme becomes effective, and concurrently with the cancellation of the Existing Shares, theCompany’s Shares will be withdrawn from the Official List of the SGX-ST.

Please refer to future announcement(s) by the Company for the actual dates of the SchemeEffective Date and the date of de-listing of the Shares from the Official List of the SGX-ST.

9.2 Trading in ASI Shares

It is envisaged that ASI Shares will be traded on SGX-SESDAQ in board lots of 1,000 ASIShares. Following the Share Distribution, the Securities Accounts or CPF Agent Bank accountsof Shareholders and Creditors may be credited with odd lots of ASI Shares (i.e. lots other thanboard lots of 1,000 ASI Shares).

Shareholders and Creditors who receive odd lots of ASI Shares and who wish to trade suchodd lots on the SGX-ST should note that, subject to the SGX-ST granting permission for thelisting and quotation of ASI Shares on SGX-SESDAQ, odd lots of ASI Shares can be traded inthe Unit Share Market of the SGX-ST.

10. IMPLEMENTATION OF THE SCHEME

10.1 Application to Court for sanction

At the Court Meeting of Creditors, the Scheme must be approved by at least three-fourths(75%) in value of the Creditors present and voting, either in person or by proxy, at the meeting,and by a majority in number of the Shareholders representing not less than three-fourths(75%) in value of Shares held by those present and voting, either in person or by proxy, at theCourt Meeting of Shareholders. The resolutions to be tabled at the EGM will also have to beapproved by the requisite majority of Shareholders. An application will be made to Court forsanction of the Scheme and for confirmation of the reduction in share capital of the Company.

10.2 Procedures

If the Court sanctions the Scheme, the Company and Dato’ Choo will take such steps as theymay deem fit to render the Scheme effective, and the following, inter alia, will be implemented:

(a) from the Scheme Effective Date, all existing share certificates relating to the Shares heldby the Shareholders will be cancelled and will cease to be valid for any purposewhatsoever, whether or not they are returned to the Company for cancellation;

(b) Shareholders who are not Depositors are to forward their existing share certificatesrelating to their Shares to the Share Registrar of the Company, B.A.C.S. Private Limited,63 Cantonment Road, Singapore 089758 at the request of the Scheme Administrator forcancellation;

(c) a minimum of two (2) Shares, credited as fully paid-up, shall be allotted and issued toDato’ Choo;


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(d) on the Transfer Date, Dato’ Choo shall transfer an aggregate of 17,867,684 ASI Shares,representing approximately 3.57% of the issued ASI Shares, to the Judicial Manager,being payment of the Judicial Manager’s Costs and Expenses;

(e) The Scheme Administrator shall, on behalf of the Eligible Creditors, assign to Dato’Choo the Outstandings and the Guarantees (if any);

(f) against the cancellation of the Existing Shares set out in sub-paragraph (a) above andthe assignments by the Scheme Administrator, for and on behalf of the EligibleCreditors, referred to in sub-paragraph (e) above, the Shareholders and the EligibleCreditors shall be notified of their individual entitlements to the ASI Shares under theShare Distribution pursuant to the Scheme, and the Share Distribution to theShareholders and the Eligible Creditors shall be thereafter effected as follows:

(i) in the case of Shareholders who are not Depositors, the Scheme Administratorshall, at the Transfer Date, execute such instrument(s) or instruction(s) of transferfor the relevant number of ASI Shares to the relevant Shareholders. Every suchinstrument or instruction of transfer so executed shall be effective as if it had beenexecuted by the relevant Shareholders. Thereafter, the relevant share certificate(s)pertaining to such ASI Shares made out in favour of such Shareholders shall besent by ordinary post in prepaid envelopes addressed to such Shareholders attheir respective addresses as found in the register of members of the Companyon the Books Closure Date or, in the case of joint Shareholders, to the address ofthe first-named Shareholder, at the sole risk of such Shareholders, and theCompany, the Judicial Manager, the Scheme Administrator and Dato’ Choo shallnot be liable for any delay or loss in transmission of the relevant sharecertificate(s);

(ii) in the case of the Shareholders who are Depositors, the Scheme Administratorshall, at the Transfer Date, execute such instrument(s) or instruction(s) of transferfor the relevant number of ASI Shares to the relevant Shareholders , deposit therelevant share certificate(s) pertaining to such ASI Shares with CDP, and provideinstructions to CDP to debit all of the Shares standing to the credit of theSecurities Account or CPF Agent Bank account of such Shareholders andthereafter credit the relevant number of ASI Shares notified to it by the SchemeAdministrator into the Securities Account or CPF Agent Bank account of suchShareholders. Every such instrument or instruction of transfer so executed by theScheme Administrator shall be effective as if it had been executed by the relevantShareholder;

(iii) in the case of the Eligible Creditors who are not Depositors, the SchemeAdministrator shall, at the Transfer Date, execute such instrument(s) orinstruction(s) of transfer for the relevant number of ASI Shares to the relevantEligible Creditors. Every such instrument or instruction of transfer so executedshall be effective as if it had been executed by the relevant Eligible Creditor.Thereafter, the relevant share certificate(s) pertaining to such ASI Shares madeout in favour of such Eligible Creditors shall be sent by ordinary post in prepaidenvelopes addressed to such Eligible Creditors at their respective registeredaddresses in Singapore or such other addresses as any such Eligible Creditormay notify to the Company, Judicial Manager or the Scheme Administrator, as thecase may be, at the sole risk of such Eligible Creditors, and the Company, theJudicial Manager, the Scheme Administrator and Dato’ Choo shall not be liable forany delay or loss in transmission of the relevant share certificate(s); and


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(iv) in the case of the Eligible Creditors who are Depositors, the SchemeAdministrator shall, at the Transfer Date, execute such instrument(s) orinstruction(s) of transfer for the relevant number of ASI Shares to the relevantEligible Creditors, deposit the relevant share certificate(s) pertaining to such ASIShares with CDP, and provide instructions to CDP to credit the relevant number ofASI Shares notified to it by the Scheme Administrator into the Securities Accountor CPF Agent Bank account of such Eligible Creditors. Every such instrument orinstruction of transfer so executed by the Scheme Administrator shall be effectiveas if it had been executed by the relevant Eligible Creditors.

It is intended that the credit arising in the Company’s books of account as a result of thereduction of capital of the Company will be applied towards writing off part of the accumulatedlosses of the Company.

As of and from the Scheme Effective Date, save for a minimum of two (2) Shares issued toDato’ Choo in connection with the Scheme, each existing share certificate representing aformer holding of the Shares by the Shareholders who are not Depositors will cease to beevidence of title to the Shares comprised therein.

To facilitate the destruction of the old share certificates, Shareholders with Shares registered intheir names in the register of members of the Company as at the Books Closure Date areencouraged to return to the Share Registrar at 63 Cantonment Road, Singapore 089758 theirold share certificates in respect of such Shares.

However, whether or not the old share certificates in respect of such Shares are delivered tothe Share Registrar, all the old share certificates relating to the Existing Shares shall bedeemed to be cancelled.

11. CLOSURE OF BOOKS

11.1 Notice of Books Closure

Subject to the approval of the Scheme at the Court Meetings and the approval of theShareholders of the resolutions at the EGM, and the sanction of the Scheme and confirmationof the reduction in the share capital of the Company by the Court, the Books Closure Date forthe purpose of determining the entitlements of the Shareholders under the Scheme isscheduled on 17 August 2007 at 5.00 p.m.

11.2 Effect of Books Closure

In relation to Shares where the certificates are not deposited with CDP, no transfers of suchShares may be effected after the Books Closure Date.

11.3 Trading in Shares on the SGX-ST

The Shares have been suspended from trading on the SGX-ST since 22 May 2002.

The Scheme is tentatively scheduled to become effective on or about 25 August 2007. Subjectto the Scheme becoming effective and concurrently with the cancellation of the ExistingShares, the Shares are expected to be de-listed and withdrawn from the Official List of theSGX-ST with effect from or about 31 August 2007.

Please refer to future announcement(s) by the Company for the actual dates of these events.


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12. SETTLEMENT AND REGISTRATION PROCEDURES

Following the sanction of the Scheme and subject to the Scheme becoming effective, anannouncement will be made by the Company in a daily English and Chinese languagenewspaper of general circulation in Singapore as well as through SGXNET to be posted on theSGX-ST’s website to notify Shareholders and Creditors of the Scheme Effective Date.

12.1 Shareholders

The following settlement and registration procedures will apply:

(a) Shareholders who are not Depositors

Entitlements of the Shareholders who are not Depositors, whose Shares are notdeposited with CDP, to the ASI Shares will be determined on the basis of theirrespective holdings of Shares appearing in the register of members of the Company onthe Books Closure Date. Such Shareholders who have not already registered theirholdings of the Shares in the register of members of the Company are requested to takesteps to ensure that the Shares owned by them are registered in their names or in thenames of their nominees by the Books Closure Date.

Each such Shareholder irrevocably agrees and authorises the Scheme Administrator toexecute or effect on behalf of each such Shareholder all instrument(s), document(s) orinstruction(s) as shall be necessary or as the Scheme Administrator may reasonablyrequire to give effect to the Scheme proposed to such Shareholders. Every suchinstrument or instruction of transfer for the relevant number of ASI Shares to the relevantShareholder so executed shall be effective as if it had been executed by the relevantShareholder.

Following the Scheme Effective Date, the Scheme Administrator shall, at the TransferDate, execute such instrument(s) or instruction(s) of transfer for the relevant number ofASI Shares to the relevant Shareholders.

Thereafter, the relevant share certificate(s) pertaining to such ASI Shares made out infavour of such Shareholders shall be sent by ordinary post in prepaid envelopesaddressed to such Shareholders at their respective addresses as found in the register ofmembers of the Company on the Books Closure Date or, in the case of jointShareholders, to the address of the first-named Shareholder, at the sole risk of suchShareholders, and the Company, the Judicial Manager, the Scheme Administrator andDato’ Choo shall not be liable for any delay or loss in transmission of the relevant sharecertificate(s).

Such Shareholders who wish to have their ASI Shares credited into their SecuritiesAccount or CPF Agent Bank account shall take all necessary steps to open a SecuritiesAccount or CPF Agent Bank account and deposit with CDP their Seatown sharecertificates together with the duly executed instruments of transfer in favour of CDP notlater than eight (8) Market Days prior to the Books Closure Date so as to enable CDP todebit their Securities Accounts or CPF Agent Bank account with their Shares andthereafter, for CDP to credit their Securities Accounts or CPF Agent Bank account withtheir entitlement to the ASI Shares determined in accordance with the Seatown ShareExchange Ratio.

Shareholders should note that if they receive the share certificates for the ASIShares, they will not be able to trade in such ASI Shares on the SGX-ST as suchphysical share certificates will not be valid for delivery pursuant to transactionson the SGX-ST although they will constitute prima facie evidence of title.


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Shareholders should further note that if they subsequently wish to deposit sharecertificates in respect of ASI Shares received pursuant to the Share Distributionwith CDP for credit into their Securities Accounts, any charges (including CDPcharges) in connection with such deposit of the share certificates for the ASIShares with CDP shall be borne by the respective Shareholders.

From the Scheme Effective Date, each existing share certificate representing a formerholding of Shares by such Shareholders will cease to be evidence of title to the Sharesrepresented thereby.

(b) Shareholders who are Depositors

Entitlements of such Shareholders, whose Shares are deposited with the Depository, tothe ASI Shares will be determined on the basis of the number of Shares standing to thecredit of their respective Securities Account or CPF Agent Bank account at the BooksClosure Date.

Each such Shareholder irrevocably agrees and authorises the Scheme Administrator toexecute or effect on behalf of each such Shareholder all instrument(s), document(s) orinstruction(s) as shall be necessary or as the Scheme Administrator may reasonablyrequire to give effect to the Scheme proposed to such Shareholders. Every suchinstrument or instruction of transfer for the relevant number of ASI Shares to the relevantShareholder so executed shall be effective as if it had been executed by the relevantShareholder.

Following the Scheme Effective Date, the Scheme Administrator shall, at the TransferDate, execute such instrument(s) or instruction(s) of transfer for the relevant number ofASI Shares to the relevant Shareholders, deposit the relevant share certificate(s)pertaining to such ASI Shares with CDP, and provide instructions to CDP to debit all ofthe Shares standing to the credit of the Securities Account or CPF Agent Bank accountof such Shareholders and thereafter credit the relevant number of ASI Shares notified toit by the Scheme Administrator into the Securities Account or CPF Agent Bank accountof such Shareholders.

Depositors having Shares standing to the credit of their Securities Accounts or CPFAgent Bank account and Shareholders who have already deposited their Seatown sharecertificates with CDP at least eight (8) Market Days prior to the Books Closure Dateneed not take any action. The Scheme Administrator will arrange with CDP to facilitatethe credit of the relevant number of ASI Shares pursuant to the Scheme. The associatedcost shall be borne by the Company.

12.2 Eligible Creditors

The following settlement and registration procedures will apply:

The entitlements of each Eligible Creditor shall be determined on a pari passu and pro-ratabasis of each such Eligible Creditor’s Outstandings and calculated in the following proportions(rounded to the nearest whole figure):

Each Eligible Creditor’s Outstandings X 21,000,000 ASI SharesAggregate of the Eligible Creditors’ Outstandings

Eligible Creditors who wish to have their ASI Shares credited into their Securities Account orCPF Agent Bank account shall take all necessary steps to open a Securities Account or CPFAgent Bank account and/or notify the Scheme Administrator in writing of the details of theirSecurities Account or CPF Agent Bank account no later than eight (8) Market Days prior to theTransfer Date as to enable CDP to credit their Securities Accounts or CPF Agent Bank accountwith their entitlement to the ASI Shares determined in accordance with the Scheme.


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(a) Eligible Creditors who are Depositors

Each such Eligible Creditor irrevocably agrees and authorises the Scheme Administratorto execute or effect on behalf of all such Eligible Creditors, all instrument(s),document(s) or instruction(s) as shall be necessary or as the Scheme Administrator mayreasonably require to give effect to the Scheme proposed to such Eligible Creditor.Every such instrument or instruction of transfer so executed shall be effective as if it hadbeen executed by the relevant Eligible Creditor.

Following the Scheme Effective Date, the Scheme Administrator shall, at the TransferDate, execute such instrument(s) or instruction(s) of transfer for the relevant number ofASI Shares to the relevant Eligible Creditors, deposit the relevant share certificate(s)pertaining to such ASI Shares with CDP, and provide instructions to CDP to credit therelevant number of ASI Shares notified to it by the Scheme Administrator into theSecurities Account or CPF Agent Bank account of such Eligible Creditors.

(b) Eligible Creditors who are not Depositors

Each such Eligible Creditor irrevocably agrees and authorises the Scheme Administratorto execute or effect on behalf of all such Eligible Creditors all instrument(s), document(s)or instruction(s) as shall be necessary or as the Scheme Administrator may reasonablyrequire to give effect to the Scheme proposed to such Eligible Creditor. Every suchinstrument or instruction of transfer so executed shall be effective as if it had beenexecuted by the relevant Eligible Creditor.

Following the Scheme Effective Date, the Scheme Administrator shall, at the TransferDate, execute such instrument(s) or instruction(s) of transfer for the relevant number ofASI Shares to the relevant Eligible Creditors.

The certificates evidencing title to the relevant number of ASI Shares made out in favourof such Eligible Creditors will then be sent by ordinary post in prepaid envelopes to therespective registered addresses of the Eligible Creditors in Singapore or such otheraddresses as any such Eligible Creditor may notify the Company, the Judicial Manageror the Scheme Administrator, as the case may be, at the Eligible Creditors’ own risk andthe Company, the Judicial Manager, the Scheme Administrator and Dato’ Choo shall notbe liable for any delay or loss in transmission of the relevant share certificate(s).

13. OVERSEAS SHAREHOLDERS AND OVERSEAS CREDITORS

13.1 Overseas Shareholders and Overseas Creditors

The transfer of ASI Shares pursuant to the Scheme will be made only to Shareholders whoseaddresses recorded in the Register of Members of the Company or in the Depository Registermaintained by CDP (as the case may be) are in Singapore and Creditors with registeredaddresses in Singapore. With regards to Overseas Shareholders and Overseas Creditors, theapplicability of the Scheme to such persons may be affected by the laws of the relevant foreignjurisdictions. In particular, the distribution of this Scheme Document and the accompanyingIntroductory Document in jurisdictions outside Singapore may be restricted by law. Accordingly,Overseas Shareholders and Overseas Creditors should inform themselves about and seekadvice on and observe any applicable legal requirements. Any failure to comply with suchrestrictions may constitute a violation of applicable securities laws. This Scheme Document willnot be sent to any Overseas Shareholders and Overseas Creditors due to potential restrictionson sending such documents into the relevant overseas jurisdictions. This Scheme Documentand the accompanying Introductory Document do not constitute an offer or an invitation in anyplace outside Singapore where, or to any person to whom, it would be unlawful to make suchan offer or invitation.


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For the avoidance of doubt, the Scheme is proposed to all Shareholders and all Creditors andapplies to all Shareholders and all Creditors, including those to whom this document has notbeen and will not be sent. Notwithstanding that such Shareholders and/or Creditors may notreceive notices or documents relating to the Scheme, they shall be bound by the Scheme if theScheme becomes effective.

13.2 Copies of this Scheme Document

Overseas Shareholders and Overseas Creditors may obtain copies of this Scheme Documentand any related documents, during normal business hours on any day (other than a Saturday,a Sunday or a public holiday) prior to the date of the Court Meetings and EGM, from theCompany in Singapore at c/o 6 Battery Road, #33-02, Singapore 049909. Alternatively, anOverseas Shareholder or Overseas Creditor may write in to the Company at c/o 6 BatteryRoad, #33-02, Singapore 049909, to request for a copy of this Scheme Document and anyrelated documents to be sent to an address in Singapore by ordinary post at his own risk.

It is the responsibility of any Overseas Shareholder or Overseas Creditor (as the case may be)who wishes to request for this Scheme Document and any related documents to satisfy himselfas to the full observance of the laws of the relevant jurisdiction in that connection, includingobtaining any governmental or other consent which may be required and compliance with allnecessary formalities or legal requirements. In requesting for this Scheme Document and anyrelated documents, the Overseas Shareholder or Overseas Creditor (as the case may be)represents and warrants to the Company, Dato’ Choo and ASI that he is in full observance ofthe laws of the relevant jurisdiction in that connection, and that he is in full compliance with allnecessary formalities and legal requirements.

13.3 Notice

The Company, Dato’ Choo and ASI each reserves the right to notify of any matter, includingthe fact that the Scheme has been proposed, to any or all Overseas Shareholders andOverseas Creditors by announcement via SGXNET and advertisement in a daily English andChinese newspapers published and circulated in Singapore, in which case such notice shall bedeemed to have been sufficiently given notwithstanding any failure by any OverseasShareholder or Overseas Creditor to receive or see such announcement or advertisement.

Notwithstanding that such Overseas Shareholders or Overseas Creditors may notreceive a copy of this Scheme Document, they shall be bound by the Scheme if theScheme becomes effective.

13.4 Entitlement to Net Proceeds of Sale of ASI Shares

Dato’ Choo, the Judicial Manager and/or the Scheme Administrator shall not at any time beunder any obligation to transfer any ASI Shares to any Overseas Shareholder or OverseasCreditor, whether by crediting their Securities Account or CPF Agent Bank account with therelevant number of ASI Shares or by the dispatch of physical share certificates for the ASIShares.

Where the Scheme Administrator is, in his sole discretion, of the view that the distribution ofthe ASI Shares to any Overseas Shareholder or Overseas Creditor may infringe any relevantforeign law or necessitate compliance with conditions or requirements which in his solediscretion regard as onerous or impracticable by reason of costs, delay or otherwise, theScheme Administrator may determine, in his sole discretion, that such ASI Shares shall not betransferred to the relevant Overseas Shareholder or Overseas Creditor (as the case may be)who would otherwise be entitled, but shall be transferred to such nominee(s) in Singapore asthe Scheme Administrator may, in his sole discretion, appoint for the purposes of sale and whoshall sell the same as soon as practicable at the sole discretion of such nominee(s). Theaggregate amount of the proceeds (if any) thereof, after deducting all dealing and otherexpenses in connection therewith, shall be distributed to and among all such Overseas


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Shareholders and Overseas Creditors pro-rated according to the number of ASI Shares whichthey would otherwise have been entitled to under the Scheme, provided that where the netproceeds which any particular Overseas Shareholder or Overseas Creditor is entitled to is lessthan S$10, such net proceeds shall be retained for the benefit of the Company and noOverseas Shareholder and/or Overseas Creditor shall have any claim whatsoever againstDato’ Choo, the Judicial Manager, the Scheme Administrator and/or CDP in connectiontherewith.

Pursuant to the terms of the Scheme, any Overseas Shareholders and/or Overseas Creditorwho does not claim his sale proceeds prior to the date falling six (6) calendar months after thedate of distribution of the net sale proceeds (“Cessation Date”) shall be deemed to havewaived, released and discharged all his rights to such sale proceeds. Accordingly, after theCessation Date, the Scheme Administrator, the Company and Dato’ Choo shall be releasedfrom any further obligation to make any payments under the Scheme and the SchemeAdministrator shall retain for the benefit of the Company the balance (if any) of the salesproceeds (including any accrued interest) subject, if applicable, to the deduction of interest, taxor any withholding tax or any other deduction required by law and subject to the deduction ofany expenses incurred by the Company in connection with such deduction and no OverseasShareholders and/or Overseas Creditor shall have any claim whatsoever against Dato’ Choo,the Company and/or the Scheme Administrator in connection therewith.

14. TERMINATION OF SCHEME

14.1 Notwithstanding anything to the contrary, the Scheme shall terminate and shall cease to haveany effect at all upon the occurrence of any of the following events:

(a) Dato’ Choo fails to perform and discharge any of his obligations under the Scheme;

(b) the failure to obtain the sanction and confirmation by the Court of the reduction of theshare capital of the Company and the cancellation of the Existing Shares of theCompany;

(c) the failure to allot a minimum of two (2) new Shares, credited as fully paid up, to Dato’Choo;

(d) the failure to de-list the Company’s Shares from the Official List of the SGX-ST; and

(e) the eligibility-to-list granted by the SGX-ST for the listing of ASI Shares on the SGX-SESDAQ having been revoked or withdrawn.

14.2 Upon termination of the Scheme upon the occurrence of any of the events mentioned above,all parties shall revert to the position as if the Scheme had not been effected.

15. CONCLUSION OF THE SCHEME BY PERFORMANCE

15.1 Subject to the terms hereunder, the Scheme shall terminate and be concluded absolutely andimmediately by performance when:

(a) all ASI Shares under the Scheme have been transferred to the Shareholders;

(b) all ASI Shares under the Scheme have been transferred to the Eligible Creditors(including but not limited to the ASI Shares held by the Scheme Administrator in theevent the claim stated in a Proof of Debt, whether in whole or in part, is a ContingentClaim), all Disputed Claims have been fully adjudicated and either fully discharged andsatisfied or herein or determined in favour of the Company;


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(c) all ASI Shares being payment for the Judicial Manager’s Costs and Expenses have beentransferred by Dato’ Choo to the Judicial Manager;

(d) the reduction of the share capital of the Company and the cancellation of the ExistingShares of the Company pursuant to the Scheme have been duly effected;

(e) a minimum of two (2) new Shares, credited as fully paid up, have been allotted to Dato’Choo pursuant to the Scheme;

(f) the Company’s Shares have been withdrawn from the Official List of the SGX-STpursuant to the Scheme; and

(g) the Scheme Administrator has, on behalf of the Eligible Creditors, assigned completelyand absolutely to Dato’ Choo the Eligible Creditors’ Outstandings and Guarantees (ifany) pursuant to the Scheme, which may be waived at the sole and absolute discretionof Dato’ Choo.

16. NO FURTHER ACTION

No Creditor shall before the termination or conclusion of the Scheme take any action orcommence or continue any proceedings against the Company in any jurisdiction for therecovery of any sum in respect of that Creditor’s Outstandings or the Guarantees(s) or anyother sum for which the Company is liable under or arising from or in respect of any or allagreements, transactions, dealings and matters effected or entered into with the Company oroccurring prior to 26 February 2003.

17. DIRECTORS’ INTERESTS

17.1 Interests of Directors in Shares

The interests of the Directors in the Shares as at the Latest Practicable Date are set out onpage A-1 of this Scheme Document.

The Board and Judicial Manager are not aware of any of the Directors having any materialinterest in the Scheme or are Creditors except as set out below:

As at 27 June 2007 Amount of Debt ($)

Dr. Philip Tan Meng Ngee 30,000

Goh Siong Lak 30,000

17.2 Effect of the Scheme on Such Interests

The effect of the Scheme on such interests (if any) of the Directors does not differ from that ofother Shareholders.

18. ACTION TO BE TAKEN BY CREDITORS AND SHAREHOLDERS

18.1 Shareholders

(a) Shareholders who are not Depositors

Such Shareholders who have not already registered their holdings of the Shares in theregister of members of the Company are requested to take steps to ensure that theShares owned by them are registered in their names or in the names of their nomineesby the Books Closure Date.


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Such Shareholders who wish to have their ASI Shares credited into their SecuritiesAccount or CPF Agent Bank account shall take all necessary steps to open a SecuritiesAccount or CPF Agent Bank account and deposit with CDP their Seatown sharecertificates together with the duly executed instruments of transfer in favour of CDP notlater than eight (8) Market Days prior to the Books Closure Date so as to enable CDP todebit their Securities Accounts or CPF Agent Bank account with their Shares andthereafter, for CDP to credit their Securities Account or CPF Agent Bank account withtheir entitlement to the ASI Shares determined in accordance with the Seatown ShareExchange Ratio.

(b) Shareholders who are Depositors

Such Shareholders who have Shares standing to the credit of their Securities Accountsor CPF Agent Bank account and who have already deposited their Seatown sharecertificates with CDP at least eight (8) Market Days prior to the Books Closure Dateneed not take any action. The Company will arrange with CDP to facilitate the credit ofthe relevant number of ASI Shares pursuant to the Scheme. The associated cost shallbe borne by the Company.

18.2 Creditors

(a) Eligible Creditors who wish to have their ASI Shares credited into their SecuritiesAccount or CPF Agent Bank account shall take all necessary steps to open a SecuritiesAccount or CPF Agent Bank account and/or notify the Scheme Administrator in writingof the details of their Securities Account or CPF Agent Bank account no later than eight(8) Market Days prior to the Transfer Date so as to enable CDP to credit their SecuritiesAccounts or CPF Agent Bank accounts with their entitlement to the ASI Sharesdetermined in accordance with the Scheme.

(b) In order to vote at the Court Meeting of Creditors and to receive any benefits under theScheme, each Creditor of the Company must have lodged a Proof of Debt in respect ofits claim against the Company on or before the Proof of Debt Submission Date. For theavoidance of doubt, a Creditor of the Company who has already submitted its proof ofdebt in respect of its claim on or before the Proof of Debt Submission Date in the courseof the judicial management of the Company shall be entitled to lodge its revised Proof ofDebt on or before the Proof of Debt Submission Date to update its claim. If the JudicialManager does not receive any revised proof of debt from such Creditor by the Proof ofDebt Submission Date, the proof of debt submitted by that Creditor in respect of itsclaim on or before the Proof of Debt Submission Date in the course of the judicialmanagement of the Company to the Judicial Manager shall be deemed to be the Proofof Debt lodged by the Creditor for the purposes of the Scheme. If a Creditor fails tolodge any Proof of Debt by the Proof of Debt Submission Date, that Creditor shall not beentitled to vote at the Court Meeting of Creditors and shall not be entitled to receive anybenefits under the Scheme unless that Creditor is deemed to have submitted its Proof ofDebt under the terms of the Scheme or that Creditor’s Proof of Debt is admitted by theJudicial Manager or Scheme Administrator notwithstanding it was lodged after the Proofof Debt Submission Date, and upon the Scheme becoming effective, any claim(s)against the Company and Guarantees of any Creditor who failed to lodge its Proof ofDebt by the Proof of Debt Submission Date shall be deemed to be waived, released,discharged, extinguished and terminated under the Scheme, and the Creditor shall nothave any rights, interests and claims whatsoever to such Outstandings and Guarantees(unless such Creditor is admitted to vote at the discretion of the Chairman of the CourtMeeting of Creditors or admitted to receive the benefits at the sole discretion of theScheme Administrator).


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(c) Where a Creditor has lodged a Proof of Debt in respect of more than one claim by virtueof which it claims to be a creditor, the Creditor and its respective claims shall, for thepurposes of the Scheme, be treated as if each of such claims were due to one and thesame person or entity.

(d) A Creditor who has submitted or deemed to have submitted a Proof of Debt under theScheme shall forthwith notify the Judicial Manager or the Scheme Administrator of allamounts (other than that stated in the said Proof of Debt) paid to or received by suchCreditor, on or after 26 February 2003 and up to and including the date the Courtsanctions the Scheme, in reduction of any amount for which the Company is liable orindebted as at 26 February 2003 to that Creditor.

(e) The Proofs of Debt shall be reviewed and adjudicated by the Scheme Administrator forthe purposes of determining the Creditors’ entitlement to receive the benefits under theScheme. For the purposes of the Scheme, the value of any claim not denominated inSingapore Dollars shall be converted to Singapore Dollars at the Relevant CurrencyConversion Rate (as defined in the Scheme) as at the Proof of Debt Submission Date.

(f) For the purposes of determining a Creditor’s entitlement to any distribution or benefitsunder the Scheme, the Scheme Administrator may in his absolute discretion, in respectof every Proof of Debt lodged, admit or reject any such debts or claims in whole or inpart to be due or payable, and:

(i) the Scheme Administrator may in his absolute discretion adopt in whole or in partthe Outstandings admitted by the Judicial Manager;

(ii) the Scheme Administrator may in his absolute discretion decide whether to admitany Proof of Debt, notwithstanding that the Proof of Debt was lodged after theProof of Debt Submission Date;

(iii) the Scheme Administrator may call for any Creditor to give evidence or furtherevidence by a statutory declaration or otherwise in support of his Proof of Debt asthey think fit; and

(iv) the Scheme Administrator may, whether or not such evidence or further evidenceis called for and whether or not such evidence or further evidence is madeavailable to the Scheme Administrator, reject any such debt or claim whether inwhole or in part.

(g) If the Scheme Administrator rejects any Proof of Debt lodged by a Creditor or disputesthe claim of a Creditor in whole or in part, he shall notify the Creditor in writing of therejection or dispute (as the case may be) and call upon the Creditor to commenceproceedings against the Company in Court within twenty-one (21) days from the date ofdelivery of the notice to determine whether the debt or claim in dispute is payable by theCompany. Such Creditors shall bear all costs and expenses incurred by the Creditor inrelation to or arising from such proceedings in Court to determine whether the debt orclaim in dispute is payable by the Company and shall not seek any order for costs to bepaid to the Creditor regardless of the outcome of the proceedings in Court and neitherthe Company nor the Scheme Administrator shall be liable to the Creditor for any and allcosts, fees, and expenses incurred by the Creditor in disputing the determination of theScheme Administrator and in relation to or arising from the proceedings in Court.


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(h) Any Creditor who fails to commence such proceedings within twenty-one (21) days fromthe date of delivery of the notice shall be deemed to have accepted the SchemeAdministrator’s rejection of the Proof of Debt in whole or in part thereof (as the case maybe) and the Scheme Administrator’s decision or determination of such Creditor’sOutstanding. Such Creditor will not be entitled to receive any benefits under the Schemeto the extent of such rejected claim(s) and such claim(s) shall be deemed to be foreverwaived, released, discharged and extinguished.

(i) In respect of any Creditor of the Company whose claim stated in a Proof of Debt,whether in whole or in part, is disputed by the Scheme Administrator to be due andpayable and is the subject of proceedings commenced by the relevant Creditor inaccordance with paragraph (g) above for the purposes of adjudicating the same(“Disputed Claim”) which is pending adjudication in accordance with paragraph (g)above, the Scheme Administrator shall hold the relevant portion of the ASI Shares to bedistributed in accordance with the Scheme, pending the adjudication of the DisputedClaim. If the adjudication of the Court is in favour of the Creditor or if there is asettlement reached on behalf of the Company with the creditor where amounts arepayable to such Creditor, the Scheme Administrator shall cause the relevant number ofASI Shares so held to be distributed to the relevant Creditor to the extent of the amountadjudicated or agreed to be due and owing to him by the Company and subject to theassignment to Dato’ Choo in accordance with paragraph 7 “Assignment of Outstandingsand Guarantees” set out in Appendix E of this Scheme Document. The ASI Shares heldby the Scheme Administrator pursuant to this paragraph which are not distributed tosuch Creditors after the resolution of all Disputed Claims shall, at the discretion of theScheme Administrator, be distributed in specie to the Eligible Creditors, or sold by theScheme Administrator within four (4) weeks, and the net proceeds (if any) thereof, afterdeducting all dealing and other expenses in connection with the sale, distributed to theEligible Creditors.

(j) The Eligible Creditors whose Proof of Debt have been admitted and adjudicated by theScheme Administrator shall accept the benefits under the Scheme in full satisfaction oftheir Outstandings.

18.3 Court Meetings

Notices of the Court Meeting of Creditors and the Court Meeting of Shareholders are set outon pages F-1 to F-2 and F-3 to F-4, respectively, of this Scheme Document. Creditors andShareholders who are unable to attend the relevant Court Meetings and who wish to appoint aproxy to attend and vote on their behalf should complete, sign and return the relevant enclosedproxy form in accordance with the instructions printed thereon as soon as possible and in anyevent so as to arrive at the Company at c/o 6 Battery Road, #33-02, Singapore 049909, notlater than 5.00 p.m. on 20 July 2007. The completion and lodgment of the proxy form by aCreditor or Shareholder will not preclude him/her from attending and voting in person at therelevant Court Meeting in place of his/her proxy if he/she so wishes. In such event, the relevantproxy form will be deemed to be revoked.

(a) Court Meeting of Shareholders

While beneficial owners of the Shares who hold such Shares through nominees orDepository Agents are not entitled, as such, to attend or vote at the Court meeting ofShareholders, the nominees who are the registered holders of the Shares andDepository Agents will be so entitled.

Beneficial owners of the Shares wishing to attend and vote at the Court Meeting ofShareholders should take steps to become registered holders or Depositors of theShares prior to the Court Meeting of Shareholders. Failure to do so may result in thebeneficial owners of the Shares not being able to exercise the voting rights attached tosuch Shares.


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CPFIS Investors may wish to check with their CPF Agent Banks on the procedure anddeadline for the submission of their written instructions to their CPF Agent Banks to voteon their behalf.

(b) Court Meeting of Creditors

In order to vote at the Court Meeting of Creditors, each Creditor of the Company musthave lodged a Proof of Debt in respect of its claim against the Company on or beforethe Proof of Debt Submission Date. For the avoidance of doubt, a Creditor of theCompany who has already submitted its proof of debt in respect of its claim on or beforethe Proof of Debt Submission Date in the course of the judicial management of theCompany shall be entitled to lodge its revised Proof of Debt on or before the Proof ofDebt Submission Date to update its claim.

If the Judicial Manager does not receive any revised proof of debt from such Creditor bythe Proof of Debt Submission Date, the proof of debt submitted by that Creditor inrespect of its claim on or before the Proof of Debt Submission Date in the course of thejudicial management of the Company to the Judicial Manager shall be deemed to be theProof of Debt lodged by the Creditor for the purposes of the Scheme.

If a Creditor fails to lodge any Proof of Debt by the Proof of Debt Submission Date, thatCreditor shall not be entitled to vote at the Court Meeting of Creditors unless thatCreditor is deemed to have submitted its Proof of Debt under the terms of the Schemeor that Creditor’s Proof of Debt is admitted by the Judicial Manager notwithstanding itwas lodged after the Proof of Debt Submission Date or such Creditor is admitted to voteat the discretion of the Chairman of the Court Meeting of Creditors.

For the purpose of voting at the Court Meeting of Creditors, the amount of Outstandingsof each Eligible Creditor shall be determined by admission by the Judicial Manager ofthe amount stated by such Eligible Creditor in his Proof of Debt and taking into account:

i) all amounts (other than that stated in the said Proof of Debt) paid to or receivedby such Eligible Creditor, on or after 26 February 2003 and up to and includingthe Proof of Debt Submission Date; and

ii) the value as at the Proof of Debt Submission Date of any and all assets held bysuch Creditor as security for any indebtedness or liability to that Creditor

in reduction of any amount for which the Company is liable or indebted as at 26February 2003 to that Eligible Creditor.

The admission by the Judicial Manager or the Company or the Scheme Administrator ofany claim or amount of any claim in any proof of debt of any Creditor or the value of anyassets held by any Creditor as security for its Outstandings for the purpose of voting atany Creditors’ meeting convened for any purpose, including for the purpose of approvingthis Scheme, shall not constitute an admission by the Judicial Manager or the Companyor the Scheme Administrator to any claim or the amount claimed in the proof of debt ofthat Creditor for the purpose of determining the entitlement of the Creditor to anydistribution or benefit under this Scheme.

18.4 EGM

If a Shareholder is unable to attend the forthcoming EGM and wishes to appoint a proxy orproxies to attend and vote on his behalf, he should complete, sign and return the greenShareholder Proxy Form for the EGM in accordance with the instructions printed thereon assoon as possible and, in any event, so as to reach the Company at c/o 6 Battery Road,Singapore 049909, by 20 July 2007 at 5.00 p.m.. The completion and return of the proxy formby a Shareholder will not preclude the Shareholder form attending and voting in person at theEGM if he so wishes. In such event, the relevant proxy form will be deemed to be revoked.

CPFIS Investors may wish to check with their CPF Agent Banks on the procedure anddeadline for the submission of their written instructions to their CPF Agent Banks to vote ontheir behalf.

19. OPINION OF THE IFA

The Company has appointed Phillip Securities as the independent financial adviser to theindependent director in respect of the Scheme and its advice is set out in its letter dated 27 June 2007 in Appendix C of this Scheme Document. Based on the factors discussed in itsletter, Phillip Securities is of the view that the Scheme is, from a financial point of view, onnormal commercial terms and is not prejudicial to the interests of the Company and theIndependent Shareholders and therefore has advised the independent director to recommendthe Independent Shareholders to vote in favour of the Scheme at the Court Meeting ofShareholders and the EGM. You are advised to read Phillip Securities’ letter carefully in itsentirety.

20. RECOMMENDATION OF THE BOARD

Based on the eligibility criteria of the Scheme, the Board will be eligible to participate in theScheme. As the Board will be participating in the Scheme, the Board will accordingly abstainfrom making any recommendation to the Eligible Creditors and Shareholders at the respectiveCourt Meetings. The Directors who are also Shareholders will abstain from voting at the EGMin respect of all resolutions set out in the notice of the EGM. Notwithstanding the above, theBoard would like to refer to the IFA recommendation to the independent director as set outabove.

21. OTHER INFORMATION

Your attention is drawn to the other information in the Appendices of this Scheme Document,including the General Information relating to the Company in Appendix A and the summary ofcertain information relating to the ASI Group in Appendix D of this Scheme Document. TheAppendices form part of this Explanatory Statement.

Your attention is also drawn to the Introductory Document for further information on theASI Group, including the section entitled “Risk Factors” of the Introductory Document.This Explanatory Statement should be read in conjunction with the full text of thisScheme Document, including the Scheme as set out on pages E-1 to E-33 of thisScheme Document, and the Introductory Document in its entirety.

Yours faithfully,

The Board of Directors Nicky Tan Ng KuangSeatown Corporation Ltd Judicial Manager(In Judicial Management) Seatown Corporation Ltd


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APPENDIX A : GENERAL INFORMATION RELATING TO THE COMPANY

1. INTERESTS OF DIRECTORS AND SUBSTANTIAL SHAREHOLDERS

1.1 Directors

Based on the information recorded in the register of Directors’ shareholdings of the Company,the interests of the Directors in the share capital of the Company as at the Latest PracticableDate were as follows:

Direct Interest Deemed InterestNo. of % of total No. of % of total

Directors Shares issued Shares issued

Goh Siong Lak – – 47,794,000 4.14

Dr. Philip Tan Meng Ngee 100,000 0.009 – –

1.2 Substantial Shareholders

Based on the information recorded in the register of Substantial Shareholders of the Company,the interests of the Substantial Shareholders in the Shares of the Company as at the LatestPracticable Date were as follows:

Direct Interest Deemed InterestNo. of % of total No. of % of total

Substantial Shareholders Shares issued Shares issued

Wee Yan Siew 162,434,999 14.05 5,000,000 0.43Chia Wai Meng 151,000,000 13.07 – –Jarnail Singh 100,286,000 8.68 11,596,000 1.00Ong Soo Kiat 69,301,300 6.00 1,890,000 0.16Wee Liang Chua, Lawrence 64,196,369 5.56 11,596,000 1.00

2. INTERESTS OF CERTAIN SHAREHOLDERS OF ASI AND DEALINGS IN SHARES

2.1 As at the Latest Practicable Date, based on the Company’s records and confirmations fromDato’ Choo, Ir. Heng Aik Koon, and Faizal bin Ahmad Stalin, they do not own or control anyShares.

2.2 Based on confirmations from Dato’ Choo, Ir. Heng Aik Koon, and Faizal bin Ahmad Stalin,during the period commencing six (6) months prior to the initial announcement of the Schemeon 25 August 2006 and ending on the Latest Practicable Date, they have not dealt for value inany Shares.

3. INTERESTS OF THE INDEPENDENT FINANCIAL ADVISER

As at the Latest Practicable Date, Phillip Securities does not own or control any Shares.

Phillip Securities has not dealt for value in any Shares during the period commencing six (6)months prior to the initial announcement of the Scheme on 25 August 2006 and ending on theLatest Practicable Date.

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A-2

4. FINANCIAL INFORMATION ON THE GROUP

4.1 Financial Statements

A summary of the audited income statement of the Group, based on its audited financialstatements for the financial year ended 30 September 2006 announced by the Company on 5December 2006, is set out below:

Group Company

2006 2005 2006 2005$’000 $’000 $’000 $’000

Revenue 3,941 3,651 99 128

Cost of sales (2,397) (4,503) – –

Gross profit (loss) 1,544 (852) 99 128

Administrative expenses (1,995) (2,908) (288) (926)

Other operating expenses, net (3,981) (1,909) (4,693) (2,881)

Loss from operations (4,432) (5,669) (4,882) (3,679)

(Loss) Gain from disposal of subsidiary (4,207) – 432 –

Finance costs (449) (222) (24) (20)

Loss before taxation (9,088) (5,891) (4,474) (3,699)

Taxation (53) (39) (26) (2)

Loss after taxation (9,141) (5,930) (4,500) (3,701)

Minority interests – – – –

Net loss attributable to shareholders (9,141) (5,930) (4,500) (3,701)

4.2 Statement of Assets and Liabilities

A summary of the audited statement of assets and liabilities of the Group, based on its auditedbalance sheet as at 30 September 2006, is set out below:

Group Company

2006 2005 2006 2005$’000 $’000 $’000 $’000

Current assetsCash and deposits at banks 1,548 1,944 525 869Marketable securities – – – –Trade receivables 452 1,103 – –Prepayments, deposits and 171 383 59 71other receivables

2,171 3,430 584 940


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Group Company

2006 2005 2006 2005$’000 $’000 $’000 $’000

Non-current assetsInvestments in subsidiaries – – – –Property, plant and equipment 6,001 8,560 10 21

6,001 8,560 10 21

Total assets 8,172 11,990 594 961

Current liabilitiesLoans and borrowings 13,750 15,040 479 455Trade payables 47,194 47,568 – –Other payables and accrued expenses 11,329 11,860 9,004 9,463Income tax payable 252 282 172 189Lease obligations, current portion 71 150 – –Excess of progress billings over 1,121 992 – –costs incurredConvertible loan 656 1,000 656 1,000Provisions 13,369 9,323 28,050 23,121

87,742 86,215 38,361 34,228

Non-current liabilitiesLease obligations, non-current portion 78 94 – –

Net liabilities (79,648) (74,319) (37,767) (33,267)

Share capital and reservesShare capital 83,637 57,758 83,637 57,758Reserves (163,285) (132,077) (121,404) (91,025)

(79,648) (74,319) (37,767) (33,267)Minority interests – – – –

Total (79,648) (74,319) (37,767) (33,267)

4.3 Save as publicly announced by Seatown and/or in this Scheme Document, there are nopublicly known material changes in the financial position of the Group since the date of the lastbalance sheet of Seatown laid before the Company in the last general meeting.

5. SHARE CAPITAL

5.1 Shares

As at the Latest Practicable Date, there is only one class of shares in the capital of theCompany. The rights and privileges of the Shares are stated in the Memorandum and Articlesof Association of the Company. As at the Latest Practicable Date, the share capital of theCompany is as follows:

Share capital

1,155,162,342 ordinary shares S$83,636,854


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5.2 Issue of Shares

No Shares have been issued since the end of FY2006 pursuant to the exercise of options.

5.3 Convertible Instruments

There are no outstanding instruments convertible into, rights to subscribe for, and options inrespect of Shares or securities which carry voting rights affecting Shares in the Company as atthe Latest Practicable Date.

6. MATERIAL CONTRACTS

The following contracts (not being contracts entered into in the ordinary course of business ofthe Company) have been entered into by the Company within the two (2) years before the dateof this Scheme Document:

(a) the Letter of Offer; and

(b) the investment agreement dated 28 December 2005 entered into between the Companyand Dato’ Choo in respect of a proposed acquisition and a convertible loan, which wasvaried and amended by a supplemental agreement dated 21 March 2006.

7. MATERIAL LITIGATION

The Board and the Judicial Manager are not aware of any legal or arbitration proceedingsagainst the Company as at the date hereof in the last twelve (12) months before the date ofthis Scheme Document which is likely to materially and adversely affect the financial positionof the Company.

8. OTHER MATTERS

(a) Save as disclosed in this Scheme Document and/or the Introductory Document, there is,as at the Latest Practicable Date, no agreement or arrangement made between Dato’Choo and any Director or any other person in connection with or which is conditionalupon the outcome of the Scheme.

(b) Save for unpaid fees and salaries to the Directors of Seatown, there are noarrangements in connection with the Scheme for any payment or other benefit to bemade or given to any Director of Seatown or of any related corporation of Seatown ascompensation for loss of office.

(c) Save as disclosed in this Scheme Document and/or the Introductory Document, there isno agreement, arrangement or understanding existing between Dato’ Choo or any partyacting in concert with him and any Directors or recent directors of Seatown orShareholders or recent Shareholders of Seatown having any connection with ordependence upon the Scheme.

(d) There are no service contracts with any Directors or proposed directors of the Companyor any of its subsidiaries with more than twelve (12) months to run and which cannot beterminated by the employing company within the next twelve (12) months withoutpayment of compensation. No service contracts were entered into or amended betweenany of the Directors or proposed directors of the Company or any of its subsidiaries inthe six (6) months immediately preceding the date of the initial announcement of theScheme on 25 August 2006 and the Latest Practicable Date.

(e) None of the Directors has entered into any material contract with Dato’ Choo in which hehas a material personal interest, whether direct or indirect.


A-5

9. CONSENTS

(a) Genesis, Drew & Napier LLC and B.A.C.S. Private Limited have each given and havenot withdrawn their respective written consents to the issue of this Scheme Documentwith the inclusion herein of their names and all the references thereto, in the form andcontext in which they respectively appear in this Scheme Document.

(b) Phillip Securities has given and has not withdrawn its written consent to the issue of thisScheme Document with the inclusion herein of its name and its letter dated 27 June2007 in relation to, inter alia, its advice to the Independent Shareholders in relation tothe Scheme, and all references thereto to its name, in the form and context in whichthey appear in this Scheme Document.

10. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents are available for inspection at the registered office of theCompany at 30 East Coast Road, #02-29 Paramount Shopping Centre, Singapore 428751during normal business hours on any weekday (public holidays excepted) from the date of thisScheme Document up to the date of the Court Meetings:

(a) the Memorandum and Articles of Association of the Company;

(b) the audited accounts of the Company and its subsidiaries for FY2004, FY2005 andFY2006;

(c) the Company’s announcement on 25 August 2006 relating to the Letter of Offer;

(d) the letter dated 27 June 2007 from Phillip Securities to the independent director of theCompany;

(e) the Introductory Document;

(f) the letters of consent referred to in paragraph 9 above; and

(g) the material contracts referred to in paragraph 6 above.

APPENDIX B : SALLMANNS' VALUATION REPORT

B-1

27 June 2007

Seatown Corporation Ltd (In Judicial Management)c/o nTan Corporate Advisory Pte Ltd6 Battery Road #33-02Singapore 049909

AND

Asia-Pacific Strategic Investments Limited1 Scotts Road #20-07Shaw CentreSingapore 228208

Dear Sirs,

In accordance with instructions from Seatown Corporation Ltd (In Judicial Management), we haveundertaken a valuation which requires Sallmanns to express an independent opinion of the marketvalue with respect to a 100 percent equity interest in Asia-Pacific Strategic Investments Ltd (“ASI”)and its subsidiary, HMS Capital Sdn Bhd (“HMSC” or the “Company”) (collectively known as the“Group”) as at 22 June 2007 (the “Valuation Date”). The details of the valuation are outlined in ourvaluation report dated 27 June 2007.

The purpose of the valuation is for inclusion into an Introductory Document and a Scheme ofArrangement between Seatown Corporation Ltd, its shareholders and creditors.

BASIS OF VALUE

Our valuation was carried out on a market value basis. Market value is defined as “the estimatedamount for which an asset should exchange on the date of valuation between a willing buyer and awilling seller in an arm’s-length transaction after proper marketing wherein the parties had each actedknowledgeably, prudently and without compulsion”.

BASIS OF OPINION

We have conducted our valuation in accordance with International Valuation Standards issued by theInternational Valuation Standards Committee. We planned and performed our valuation so as toobtain all the information and explanations which we considered necessary in order to provide uswith sufficient evidence to express our opinion on the subject asset. We believe that the valuationprocedures we employed provide a reasonable basis for our opinion.

BACKGROUND

ASI is an investment holding company incorporated in Singapore on 6 July 2006. Its principalinvestment is a 100% equity interest in HMSC. HMSC is a company incorporated in Malaysiacarrying on the principal business as an integrated bereavement care operator in Malaysia. TheCompany leases a 100-acre freehold property situated in Semenyih Hills, Selangor, Malaysia forsuch purpose and sales and construction works has begun. Its core businesses can be broadlycategorised as follows:

(a) Burial Plots - Sale of rights in perpetuity to use burial plots and columbarium niches.

(b) Columbarium / Ancestral Tablets - Sale of rights in perpetuity to use niches for internment ofashes and accommodation of ancestral tablets respectively.

(c) Funeral / Feng Shui Design and Construction / Memorial Services - Provision of funeral, tombdesign and construction as well as memorial services.


B-2

VALUATION METHODOLOGY

In arriving at our assessed value, we have considered three generally accepted approaches. Theyare the market approach, cost approach and income approach. In our opinion, the market approachand cost approach are inappropriate for valuing the subject asset. Firstly, the market approachrequires market transactions of comparable assets as an indication of value. However, we have notidentified any current market transactions which are comparable. Secondly, the cost approach doesnot directly incorporate information about the economic benefits contributed by the subject asset. Wehave therefore relied solely on the income approach in determining our opinion of value.

Our opinion of the market value of ASI was developed through the application of the incomeapproach technique known as the discounted cash flow methodology. Under this method, valuedepends on the present worth of future economic benefits to be derived from the projected salesincome of the Group. Indication of value is developed by discounting projected future net cash flowsavailable for payment of shareholders’ interest to its present worth.

KEY ASSUMPTIONS

We have assumed that the projected business can be achieved with the effort of themanagement of the Group;

In order to realize the growth potential of the business and maintain a competitive edge,additional manpower, equipment and facilities are necessary to be employed. For thisvaluation exercise, we have assumed that the facilities and systems proposed are sufficient forfuture expansion;

We have assumed that there will be no material change in the existing political, legal,technological, fiscal or economic conditions, which might adversely affect the business of theGroup;

We have assumed that the operational and contractual terms stipulated in the relevantcontracts and agreements will be honoured;

We have been provided with copies of the operating licences and company incorporationdocuments. We have assumed such information to be reliable and legitimate. We have reliedto a considerable extent on such information provided in arriving at our opinion of value;

We have also assumed the accuracy of the financial and operational information provided to usby the Group and relied to a considerable extent on such information in arriving at our opinionof value; and

We have assumed that there are no hidden or unexpected conditions associated with theassets valued that might adversely affect the reported value. Further, we assume noresponsibility for changes in market conditions after the Valuation Date.

EQUITY DISCOUNT RATE

In determining the equity discount rate for the Group, we have taken into account a number of factorsincluding the current market condition and the underlying risks inherent in the business, such asuncertainty risk, liquidity risk, etc. These risk factors have been considered in determining theappropriate discount rate for the valuation.

We have used the Capital Asset Pricing Model (the “CAPM”) when evaluating the appropriate equitydiscount rates for the operation of the Group. Under CAPM, the appropriate expected rate of returnis the sum of the risk-free return and the equity risk premium required by investors to compensate forthe market risk assumed. In addition, the expected rate of return of the Group is expected to beaffected by factors that are independent of the general market. This variability of the expected rate ofreturn is referred to as the specific risk.


B-3

VALUATION COMMENTS

We have conducted interviews and held discussions with senior management of the Group and haverelied to a considerable extent on information provided in arriving at our opinion of value. We alsoconducted research using various sources including government statistics and other publications toverify the reasonableness and fairness of information provided. We believe that the informationprovided by the parties is reasonable and reliable.

The conclusion of value is based on accepted valuation procedures and practices that relysubstantially on the use of numerous assumptions and the consideration of many uncertainties, notall of which can be easily quantified or ascertained. Further, while the assumptions and otherrelevant factors are considered by us to be reasonable, they are inherently subject to significantbusiness, economic and competitive uncertainties and contingencies, many of which are beyond thecontrol of the Group and Sallmanns.

We do not intend to express any opinion on matters which require legal or other specialized expertiseor knowledge, beyond what is customarily employed by valuers. Our conclusions assumecontinuation of prudent management of the Group over whatever period of time that is reasonableand necessary to maintain the character and integrity of the assets valued.

VALUATION CONCLUSION

Based on the results of our investigation and analysis, we are of the opinion that as at 22 June 2007the market value of the 100% equity interest in ASI is reasonably stated at the amount of SGD 155million (SINGAPORE DOLLAR ONE HUNDRED FIFTY-FIVE MILLION ONLY)

All opinions are subject to the assumptions and limiting conditions contained therein.

For and on behalf ofSallmanns (Far East) Limited

Paul L. Brown Thomas B. S. ChuaFRICS, FHKIS MBADirector Associate Director


LIMITING CONDITIONS

1. As part of our analysis, we have reviewed financial and business information from publicsources together with such financial information, management representation, projectdocumentation and other pertinent data concerning the project made available to us during thecourse of our valuation. We have assumed the accuracy of, and have relied on the informationand management representations provided in arriving at our opinion of value.

2. We have explained as part of our service engagement procedure that it is the director’sresponsibility to ensure proper books of accounts are maintained, and the financial statementsgive a true and fair view and have been prepared in accordance with the relevant companiesordinance.

3. Sallmanns (Far East) Ltd. shall not be required to give testimony or attendance in court or toany government agency by reason of this valuation, with reference to the project describedherein unless prior arrangements have been made.

4. No opinion is intended to be expressed for matters which require legal or other specialisedexpertise or knowledge, beyond what is customarily employed by valuers.

5. Our conclusions assume continuation of prudent management policies over whatever period oftime that is considered to be necessary in order to maintain the character and integrity of theassets valued.

6. We assume that there are no hidden or unexpected conditions associated with the subjectmatter under review that might adversely affect the reported review result. Further, we assumeno responsibility for changes in market conditions after the Valuation Date.

7. This valuation report has been prepared solely for the use of the Directors. The valuationreport should not be otherwise referred to, in whole or in part, or quoted in any document,circular or statement in any manner, or distributed in whole or in part or copied to any theirparty without our prior written consent

8. This report is confidential to the client for the specific purpose to which it refers. In accordancewith our standard practice, we must state that this report and valuation exercise is for the useonly by the party to whom it is addressed and no responsibility is accepted with respect to anythird party for the whole or any part of its contents.

9. Where a distinct and definite representation has been made to us by party/parties interested inthe assets valued, we are entitled to rely on that representation without further investigationinto the veracity of the representation if such investigation is beyond the scope of normal business valuation work.

B-4

APPENDIX C : LETTER FROM PHILLIP SECURITIES PTE LTD TO THEINDEPENDENT DIRECTOR OF SEATOWN CORPORATION LTD

(IN JUDICIAL MANAGEMENT)

Phillip Securities Pte Ltd250 North Bridge Road

#06-00 Raffles City TowerSingapore 179101

27 June 2007

To: The Independent DirectorSeatown Corporation Ltd (In Judicial Management)

Dear Sir

PROPOSED SCHEME OF ARRANGEMENT BY SEATOWN CORPORATION LTD (IN JUDICIALMANAGEMENT) (“SEATOWN” OR THE “COMPANY”) WITH ITS CREDITORS ANDSHAREHOLDERS UNDER SECTION 210 AND SECTION 210 (READ WITH SECTION 227X) OFTHE COMPANIES ACT, CHAPTER 50 OF SINGAPORE (THE “SCHEME”)

Except where the context otherwise requires or where otherwise stated, the definitions used in theScheme Document shall apply throughout this letter.

1. INTRODUCTION

1.1 Background

The Company is the ultimate holding company of the Group. On 5 July 1989, the Companywas admitted to the Official List of the SGX-ST.

The Group comprised a fully integrated and diversified group of companies which carried onbusiness in the infrastructure development industry, including building construction activities,bored-piling, civil engineering, rail-track construction, manufacturing of pre-cast architecturalconcrete components and ready-mixed concrete. Seatown Construction and SeatownFoundation undertook the Group’s building construction activities and bored piling activitiesrespectively.

The Company’s financial difficulties arose from problems related to the downturn in theconstruction sector which materially affected Seatown Construction and its then subsidiary,Seatown Foundation. This in turn led to a liquidity crisis for the Company and its othersubsidiaries.

In 2002, Seatown Construction faced liquidity problems. As a result, creditors commencedproceedings against Seatown Construction to recover outstanding debts. At that time, SeatownFoundation owned significant receivables due from Seatown Construction. As SeatownConstruction could not pay on the receivables, Seatown Foundation similarly faced liquidityproblems.

A number of creditors of Seatown Construction and Seatown Foundation commenced legalproceedings against the Company under the corporate guarantees issued by the Company tothe creditors of Seatown Construction and Seatown Foundation. The Company was not able tomeet these claims by its creditors.

On 22 May 2002, the Company’s Shares were suspended from trading on the SGX MainBoard.

C-1



On 17 September 2002, the Company applied and obtained an order from the High Courtrestraining further proceedings against the Company. The Company applied and obtained anextension of the order to 15 December 2002 to pursue the HY Investment Agreement with aninvestor, HY Investment, an investment holding company with subsidiaries engaged in thebusiness of property development in the PRC.

On 13 December 2002, Seatown announced that, in order to carry out and implement the HYInvestment Agreement, the Company had to appoint various professionals to carry out therequired legal and financial due diligence on HY Investment’s assets and businesses as wellas to prepare the necessary applications to the SGX-ST for the re-listing of the Company’sShares. Accordingly, funding was required to pay the fees of these professionals. Negotiationstook place with HY Investment on the terms and conditions pursuant to which funding for theprofessionals’ fees would be provided. In the meantime, the professionals commenced work.Delays arose however due to difficulties in raising the requisite funding to pay the variousprofessionals. Despite considerable efforts, HY Investment and the Company could not reachagreement on the funding of the professionals’ fees. Eventually, HY Investment informed theCompany that it would not be pursuing the HY Investment Agreement any further.

On 26 February 2003, the Company was placed under judicial management pursuant to anorder of the Court and Nicky Tan Ng Kuang was appointed as Judicial Manager of theCompany.

With the expiry of the HY Investment Agreement, a number of interested parties expressedtheir interests in investing in the Company. An assessment was made of the investments beingoffered by these potential investors in the interests of the stakeholders of the Company,including the Creditors and Shareholders.

On 9 July 2004, the Company entered into the KP Investment Agreement, pursuant to whichthe Company would acquire 100% of the issued registered capital of Jian Lai in considerationfor the issuance of shares to KP. Jian Lai’s principal business is the production of plantfertilizers and it holds a 50-year lease of an industrial property which encompasses an area ofapproximately 413,300 square metres in the Anhui Province of the PRC.

Pursuant to the KP Investment Agreement, KP granted the Company a convertible loan ofS$1,000,000 which may be convertible into shares in the Company at the option of KP. Themain purpose of the loan was to fund the costs of the professionals required to implement theKP Investment Agreement. The professionals advising on the KP Investment Agreementcommenced work and various draft reports and a draft circular to the Shareholders wereprepared.

In early 2005, the Company was informed by KP that there were changes to the financialregulatory rules in the PRC. As a result, KP spent considerable time reviewing these changesand where necessary took steps to comply with these changes. The Company and KP updatedtheir financial results to ensure that the draft reports and draft circular to the Shareholderscontained the most updated financial results. On 21 December 2005, the Company wasinformed by KP that it would not be pursuing the KP Investment Agreement any further andthat the KP Investment Agreement was terminated.

After the termination of the KP Investment Agreement, a review of the various availablepotential investments from interested parties was carried out. After reviewing the variouspotential investments, the Board of Directors and the Judicial Manager concluded that aninvestment agreement with Dato’ Choo was in the interests of the Company and itsstakeholders. On 28 December 2005, following a series of negotiations, the Company enteredinto an investment agreement with Dato’ Choo.

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On 21 August 2006, the investment agreement with Dato’ Choo was terminated when theCompany accepted the terms and conditions of the Letter of Offer from Dato’ Choo. The Letterof Offer provided that Dato’ Choo would offer 11% of the issued and paid-up shares in ASI tothe Shareholders and Creditors of Seatown in exchange for the entire issued and paid-upshare capital of Seatown as well as the outstanding claims of all its Creditors against it. Inorder to give effect to the offer, Seatown would have to enter into a scheme of arrangementwith its Shareholders and Creditors.

As announced by the Company on 27 February 2007, the Court had on 22 February 2007ordered that, inter alia, the judicial management order be extended to 26 August 2007.

1.2 Announcements of the Scheme

The Company announced, on 25 August 2006, that it had on 21 August 2006 accepted theterms and conditions of the Letter of Offer from Dato’ Choo. Pursuant to this Letter of Offer, it isproposed that the Company will enter into a scheme of arrangement with its Creditors andShareholders.

1.3 The Scheme

Pursuant to the Letter of Offer, the Scheme will be carried out by way of a scheme ofarrangement between the Company and its Shareholders and Creditors.

(a) Shareholders

The Scheme is proposed to all Shareholders. As at the Latest Practicable Date, theCompany has a share capital of S$83,636,854 comprising 1,155,162,342 Shares.Pursuant to the terms of the Scheme, the following shall be effected:-

(i) On the Scheme Effective Date, Dato’ Choo shall transfer to the SchemeAdministrator, for and on behalf of the existing Shareholders, an aggregate of16,132,316 ASI Shares, representing approximately 3.23% of the issued ASIShares;

(ii) In consideration for each existing Shareholders’ entitlement to the aggregate of16,132,316 ASI Shares, determined in accordance with the Seatown ShareExchange Ratio, each existing Shareholder agrees to the reduction of the entireissued and paid-up share capital of the Company of S$83,636,854 and thecancellation of all the share certificates in respect of the total aggregate of theExisting Shares; the allotment of a minimum of two (2) new Shares, credited asfully paid-up, to Dato’ Choo; the withdrawal of the Company’s Shares from theOfficial List of the SGX-ST; and the release of the Release Parties from allobligations, warranties, indemnities, and covenants (howsoever called) and allactions, claims and potential claims in connection with the financial conditions anddifficulties of the Company and the circumstances related thereto;

(iii) The Company shall apply to the Court for confirmation of such capital reductionas may be required to give effect to the reduction of the entire issued and paid-upshare capital of the Company of S$83,636,854 and the cancellation of all theshare certificates in respect of the total aggregate of 1,155,162,342 existingissued Shares referred to in paragraph (ii) above; and

(iv) The Company’s Shares shall be withdrawn from the Official List of the SGX-STand the Company shall issue and allot a minimum of two (2) new Shares, creditedas fully paid-up, to Dato’ Choo, both of which shall take place concurrently withthe cancellation referred to in paragraph (ii) above.

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In the event that the Scheme becomes effective and binding, the Existing Shares will becancelled and all rights attaching thereto, including rights to dividend or otherdistribution, will cease and Dato’ Choo will hold all the Shares in the Company.

(b) Creditors

The Scheme is also proposed to all Creditors. Pursuant to the terms of the Scheme, thefollowing shall be effected:-

(i) On the Scheme Effective Date, Dato’ Choo shall transfer to the SchemeAdministrator, for and on behalf of the Eligible Creditors, an aggregate of21,000,000 ASI Shares, representing approximately 4.20% of the issued ASIShares; and

(ii) In consideration for the transfer of the aggregate of 21,000,000 ASI Shares, theScheme Administrator shall, for and on behalf of the Eligible Creditors, assigncompletely and absolutely to Dato’ Choo the rights, title and interests arising out of the Eligible Creditors’ Outstandings and the Guarantees (if any), and eachEligible Creditor shall not have any rights, interests and recourse whatsoeveragainst the Company and shall have no further claims whatsoever against theCompany in respect of their Outstandings and the Guarantees (if any).

(c) Judicial Manager

The total amount of the Judicial Manager’s Costs and Expenses (including, inter alia,legal costs and expenses) approved by the Committee of Creditors on 15 June 2007 isS$8,183,796.88, and shall thereafter be paid by Dato’ Choo by way of the transfer on theTransfer Date of an aggregate of 17,867,684 ASI Shares, representing approximately3.57% of the issued ASI Shares.

1.4 De-Listing

Please refer to the section “Effect of the Scheme, De-Listing of the Company and Trading inASI Shares” of the Scheme Document.

1.5 The Share Distribution

The Share Distribution relates to the distribution by Dato’ Choo under the Scheme of anaggregate of 37,132,316 existing issued ASI Shares, to the Shareholders and the EligibleCreditors, subject to the provisions of the Introductory Document.

Pursuant to the Scheme, on the Scheme Effective Date, Dato’ Choo shall transfer ASI Sharesto the Scheme Administrator, for and on behalf of the Shareholders and the Eligible Creditors,as follows:-

(a) an aggregate of 16,132,316 ASI Shares for the Shareholders in accordance with theterms of the Scheme; and

(b) an aggregate of 21,000,000 ASI Shares for the Eligible Creditors in accordance with theterms of the Scheme.

The aggregate of 37,132,316 ASI Shares will constitute approximately 7.43% of the issued ASIShares immediately after the Share Distribution.

Each ASI Share is valued at S$0.20, which is based on the issued and paid-up share capital ofASI of S$100,000,000 comprising 500,000,000 ordinary shares as at the Latest PracticableDate. An independent valuation of the entire 500,000,000 issued ASI Shares stands atS$155,000,000.

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Based on the Seatown Share Exchange Ratio, each Shareholder will receive one (1) ASIShare for approximately every 71.61 Shares. The number of ASI Shares each Shareholder willreceive is calculated in accordance with its holding of Shares as at the Books Closure Date:-

(i) appearing in the register of members of the Company; or(ii) standing to the credit of the Securities Account of each Shareholder; or(iii) standing to the credit of the CPF Agent Bank account of each Shareholder, in the case

of persons who have purchased Shares using their CPF funds under the CPFIS.


Based on the estimated total liabilities of the Company of approximately S$36,700,000,including the estimated contingent liabilities that are likely to materialise, and subject toadjudication of the claims under the Scheme, each Eligible Creditor will receive one (1) ASIShare for approximately every S$1.75 of the Eligible Creditors’ Outstandings and Guarantees(if any). Fractional share entitlements shall be disregarded. Each Eligible Creditor is expectedto receive the equivalent dollar value of approximately 11.44 cents for every S$1 ofOutstandings and Guarantees (if any).

1.6 Shareholdings in the Company and ASI

The resulting shareholding structure of the Company and ASI after the Scheme Effective Dateis expected to be as follows:-

Notes:-

(1) Based on the Introductory Document, Ir. Heng Aik Koon and Faizal bin Ahmad Stalin hold 32.363% and16.181% of the total number of issued ASI Shares respectively after the Scheme Effective Date.

(2) The Introductory Document also states that E2-Capital Investment (No. 10) Limited, Naluri Corporation Berhadand Trimount Pte Ltd respectively hold 4.045%, 2.023% and 2.023% of the total number of issued ASI Sharesafter the Scheme Effective Date.

(3) Seatown Eligible Creditors will hold an aggregate of approximately 4.200% of the total number of issued ASIShares after the Scheme Effective Date.

100%

Seatown ASI

Ir. HengAik Koon

Faizal binAhmadStalin (1)

E2-CapitalInvestment (No. 10)

Limited

Naluri CorporationBerhad

Trimount Pte Ltd(2)

EligibleCreditors(3)

Dato’Choo

Shareholders(4) JudicialManager(5)

32.363% 48.544% 8.091% 4.200% 3.226% 3.574%

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(4) Seatown Shareholders will hold an aggregate of approximately 3.226% of the total number of issued ASI Sharesafter the Scheme Effective Date.

(5) Judicial Manager will hold an aggregate of approximately 3.574% of the total number of issued ASI Shares afterthe Scheme Effective Date.

1.7 Appointment of Phillip Securities

Phillip Securities has been appointed as the independent financial adviser to advise theindependent director in relation to the Scheme, in particular, on whether the Scheme is, fromthe financial point of view, on normal commercial terms and is not prejudicial to the interests ofthe Company and the Independent Shareholders. This letter which sets out our advice to you,will form part of the Scheme Document which provides, inter alia, details of the Scheme andthe SIC Ruling.

1.8 Disclosure of Interest of Phillip Securities

As at the Latest Practicable Date, ECICS Limited and IFS Capital Limited are amongst theCreditors, with amounts owing by the Company of approximately S$1.0 million and S$50,000respectively.

ECICS Limited is a wholly-owned subsidiary of IFS Capital Limited which is in turn 40.43%owned by Phillip Assets Pte. Ltd. (“Phillip Assets”) as at the Latest Practicable Date. PhillipAssets is owned by Mr Lim Hua Min, the Chairman of Phillip Securities (85%), Mr Lim WahTong, a director of Phillip Securities (5%), Mr Lim Wah Lin, a director of Phillip Securities (5%)and Mr Lim Wah Sai (5%) as at the Latest Practicable Date. Messrs Lim Hua Min, Lim WahTong, Lim Wah Lin and Lim Wah Sai are siblings. Mr Lim Hua Min is also the Chairman of IFSCapital Limited.

2. TERMS OF REFERENCE

Phillip Securities has been appointed as the independent financial adviser to advise theindependent director on whether the financial terms of the Scheme are on normal commercialterms and are not prejudicial to the interests of the Company and the IndependentShareholders. We were neither a party to nor were we involved in the deliberations leading upto the decision by the Company to enter into the Scheme Agreement and we do not, by thisletter, warrant the merits of the Scheme other than to form an opinion on whether the financialterms of the Scheme are on normal commercial terms and are not prejudicial to the interestsof the Company and the Independent Shareholders.

Our evaluation is confined to the financial terms of the Scheme and we have not taken intoaccount the commercial risks and/or commercial merits (if any) of the Scheme. We have notbeen requested to opine as to, and our opinion does not in any way address, Seatown’sunderlying commercial decision to proceed with or to effect the Scheme.

Our terms and reference do not require us to evaluate or comment on the rationale for or themerits of the Scheme or on the future prospects of Seatown and of ASI or the ASI Group.Such evaluation and comment, if any, remains the responsibility of the Directors, although wemay draw upon their views or make such comments in respect thereof (to the extent deemednecessary or appropriate by us) in arriving at our opinion as set out in this letter. We were alsonot requested or authorised to solicit, and we have not solicited, any indications of interestfrom any third party with respect to the Scheme. We are therefore not addressing the relativemerits of the Scheme as compared to any alternative transaction that may have been or arebeing considered by Seatown or that otherwise may be available to Seatown in the future.

In the course of our evaluation of the financial terms of the Scheme, we have held discussionswith the management of the Company in connection with the Scheme. We would like tohighlight that all material information relating to Seatown and ASI or the ASI Group that we

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have relied on in arriving at our opinion in this letter has been obtained from published orotherwise publicly available sources and/or from information provided and representationsmade by the Company in the Scheme Document, and directors and/or management of ASI inthe Introductory Document. We have not independently verified such information orrepresentation made by them, whether written or verbal, and accordingly cannot and do notwarrant, and do not accept any responsibility for the accuracy, completeness or adequacy ofsuch information or representation. In particular, we have not conducted a comprehensivereview of the business operations and financial condition of Seatown, nor have weindependently assessed whether or not such information represents a true and fair position ofthe financial, operating and business affairs of Seatown at any time or as at the LatestPracticable Date. We have nevertheless made such inquiry and judgement as deemednecessary and have found no reason to doubt the reliability of the information provided and therepresentations made to us.

Save for information extracted from the Introductory Document to be issued by ASI whichincludes information on ASI, and this letter, the management of the Company has in theScheme Document confirmed that, having made all reasonable enquiries and to the best of hisknowledge and belief, the statements and opinions expressed in the Scheme Document arefair and accurate in all material respects and that there are no material facts the omission ofwhich would make any statement in the Scheme Document misleading in any material respect.Where information relating to the ASI Group has been extracted from the IntroductoryDocument or from published or otherwise publicly available sources or is otherwise based oninformation obtained from ASI, the sole responsibility of the Directors has been to ensure thatsuch information has been accurately and correctly extracted from these sources or, as thecase may be, reflected or reproduced in the Scheme Document. The Directors have notundertaken any independent verification of such information. We have also made reasonableenquiries and used our judgement in assessing such information and have found no reason todoubt the reliability of such information. Accordingly, no representation or warranty, expressedor implied, is made and no responsibility is accepted by us concerning the accuracy,completeness or adequacy of such information. Whilst care has been exercised by us inreviewing the information, representations and statements in the Scheme Document and theIntroductory Document which we have relied on, we have not independently verified theinformation, representations and statements but have nevertheless made such inquiry andjudgement as we deemed necessary and have found no reason to doubt the reliability of theinformation, representations and statements.

The terms of our appointment do not require us to express, and we do not express, any viewon the growth prospects and earnings potential of Seatown and ASI or the ASI Group inconnection with our opinion in this letter. We are therefore not expressing any view herein as towhether the Scheme will have any impact on the share price of Seatown (if the Shares are notsuspended) or ASI (once the latter is admitted to the Official List of the SGX-SESDAQ).

We have not made any independent evaluation or appraisal of the assets and liabilities(including without limitation, real property) of Seatown and ASI or the ASI Group and save asdisclosed, we have not been furnished with any such evaluation or appraisal.

Our opinion as set out in this letter is based upon market, economic, political, industry,monetary and other conditions in effect on, and the information provided and representationsmade to us in the Scheme Document and the Introductory Document as of, the LatestPracticable Date. Such conditions may change significantly within a relatively short period oftime. We assume no responsibility to update, revise or reaffirm our opinion in light of anysubsequent development after the Latest Practicable Date that may affect our opinioncontained herein.

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In rendering our opinion and giving our recommendation, we have not had regard to thespecific investment objectives, financial situation, tax status, risk profiles or unique needs andconstraints of any individual Shareholder or Creditor. As different Shareholders and Creditorswould have different investment objectives and profiles, we recommend that any individualShareholder or Creditor who may require advice in the context of his specific investmentportfolio should consult his stockbroker, bank manager, solicitor, accountant, tax adviser orother professional adviser immediately.

Our opinion on the financial terms of the Scheme, as set out in section 7 of this letter,should be considered in the context of the entirety of this letter and the SchemeDocument.

3. CONDITIONS TO IMPLEMENTATION OF THE SCHEME

The implementation of the Scheme is subject, inter alia, to the following conditions beingsatisfied or waived (as the case may be):-

(a) all necessary approvals and consents from all relevant government, regulatory and otherauthorities and third parties in Singapore and other relevant jurisdictions to effect andcomplete the Scheme being obtained including but not limited to eligiblity-to-list beingobtained from the SGX-ST for the listing of ASI Shares on the SGX-SESDAQ;

(b) approval of the Scheme by at least three-fourths (75%) in value of the Creditors presentand voting at the Court Meeting of Creditors;

(c) approval of the Scheme by at least a majority in number representing three-fourths(75%) in value of the Shareholders present and voting at the Court Meeting ofShareholders;

(d) approval by the Shareholders at the EGM to be convened to approve and give effect tothe Scheme and all matters incidental to or in connection with the Scheme, including thereduction of the share capital of the Company, the cancellation of the Existing Sharesheld by the Shareholders, the issue of new Shares to Dato’ Choo, and the de-listing ofthe Company’s Shares from the Official List of the SGX-ST;

(e) a ruling having been made by SIC that the Scheme is in compliance with and/orexempted from the provisions of the Singapore Code on Take-overs and Mergers andprocedures applicable to the Scheme;

(f) the completion of the acquisition of HMSC by ASI, which would include obtaining therelevant approvals from the Foreign Investment Committee of Malaysia;

(g) approval of the Scheme by the Court pursuant to Section 210(3) of the SingaporeCompanies Act; and

(h) the eligibility-to-list granted by the SGX-ST for the listing of ASI Shares on the SGX-SESDAQ has not been revoked or withdrawn.

The Scheme will only become fully effective and binding subject to and upon thesatisfaction or waiver (as the case may be) of the above conditions and the lodgmentwith ACRA of a copy of the Order of Court sanctioning the Scheme or on such earlierdate as the Court may determine and as may be specified in the Court order. If any ofthe above conditions are not fulfilled or waived in accordance with the Scheme, theScheme will not become effective.

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SIC Ruling

The SIC has confirmed that the Scheme is exempt from Rules 14, 15, 16, 17, 20.1, 21, 22, 28,29 and 33.2 and Note 1(b) to Rule 19 of the Code, subject to, inter alia, the followingconditions:-


(b) persons and their concert parties who, as a result of the Scheme, would either acquire30% and 50% in either Seatown or ASI, or if they already hold between 30% and 50% ineither Seatown or ASI, would increase their voting rights in Seatown or ASI by morethan 1% in 6 months, are to abstain from voting on the Scheme; in addition, the SchemeDocument must disclose the names of such persons, their current voting rights inSeatown and ASI and their voting rights in Seatown and ASI after the Scheme;



The SIC requires that the Scheme complies with other provisions of the Code, including:-

(i) the disclosure in the Scheme Document of the shareholdings of Dato’ Choo and hisconcert parties in the Company and ASI; and



Eligibility-to-list

On 1 June 2007, the SGX-ST granted eligibility-to-list the ASI Shares on the SGX-SESDAQ,subject to certain conditions. The Introductory Document in respect of ASI dated 27 June 2007in respect of the proposed listing of ASI has been dispatched to you together with the SchemeDocument.

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4. EVALUATION OF THE SCHEME IN RELATION TO OUR RECOMMENDATION ONWHETHER THE SCHEME IS PREJUDICIAL TO THE INTERESTS OF THE COMPANY ANDTHE INDEPENDENT SHAREHOLDERS

In our evaluation of whether the Scheme is prejudicial to the interests of the Company and theIndependent Shareholders, we have taken into consideration the following:-

the rationale for the Scheme;

whether the Seatown Share Exchange Ratio is fair and reasonable from the standpointof the Independent Shareholders;

whether the Shareholders’ Transfer Price (defined below) is fair and reasonable from thestandpoint of the Independent Shareholders;

whether there are any alternative options to the Scheme;

evaluation of the ASI Group; and

valuation statistics of selected comparable companies.

4.1. Rationale for the Scheme

We refer to section 2 of the Scheme Document for the rationale of the Scheme.

We note that Seatown is currently under judicial management and has aggregate liabilities thatexceed the estimated net realisable value of Seatown’s assets. As at the Latest PracticableDate, Seatown has insignificant realisable assets. The estimated total liabilities of theCompany, including the estimated contingent liabilities that are likely to materialise, subject toadjudication of the claims under the Scheme, amount to approximately S$36,700,000.



Eligible Creditors will also receive ASI Shares in an aggregate value of S$4,200,000 inconsideration for the assignment of the Outstandings and Guarantees (if any) amounting toapproximately S$36,700,000, subject to adjudication of the Outstandings under the Scheme. Inthis context, the Scheme is likely to provide for a more advantageous realisation of Seatown’sassets and a better return to the Eligible Creditors than on the liquidation of Seatown.

ASI has applied to the SGX-ST for the listing and quotation of ASI Shares on the SGX-SESDAQ and on 1 June 2007, the SGX-ST granted eligibility-to-list the ASI Shares on theSGX-SESDAQ, subject to certain conditions. Given that the Shares have been suspended fromtrading since 22 May 2002, subject to the listing and quotation of ASI Shares and the Schemebecoming effective, Shareholders will be able to engage in the trading of ASI Shares on theSGX-SESDAQ and have the opportunity to exit their investment in the Shares.

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4.2 Evaluation of the Seatown Share Exchange Ratio

Pursuant to the Share Distribution, we noted that the Seatown Share Exchange Ratio is basedon the ratio of one (1) ASI Share to approximately 71.61 Shares. The number of ASI Shareseach Shareholder will receive is calculated in accordance with its holding of Shares as at theBooks Closure Date:-

(i) appearing in the register of members of the Company; or(ii) standing to the credit of the Securities Account of each Shareholder; or(iii) standing to the credit of the CPF Agent Bank account of each Shareholder, in the case

of persons who have purchased Shares using their CPF funds under the CPFIS.


In our evaluation of whether the Seatown Share Exchange Ratio is fair and reasonable, wehave considered the following:-

(i) Seatown has been placed in judicial management since 26 February 2003 and trading inthe Shares on the SGX-ST has been suspended since 22 May 2002. Therefore, theScheme will be an avenue for the Shareholders to unlock the value of their Shares;

(ii) the Group has been loss-making. The audited net loss for the Group for the financialyear ended 30 September 2006 shown in the full year financial statementannouncement by Seatown dated 5 December 2006 was approximately S$9.14 milliondue mainly from the manufacturing of the pre-cast concrete activity of S$1.11 million,crystallization of guarantees of S$4.05 million, loss arising from disposal of a subsidiaryi.e. Capital I Sdn Bhd of S$0.40 million and impairment loss on disposal of S$3.81million. The Group’s audited loss per Share for the financial year ended 30 September2006 on a fully diluted basis was 0.79 cents. The Group’s accumulated losses wasapproximately S$125.94 million as at 30 September 2006;

(iii) the Group had audited negative shareholders’ equity of approximately S$79.65 million asat 30 September 2006, with outstanding debts of approximately S$87.82 million andtotal assets of approximately S$8.17 million. The audited net liabilities per Share as at30 September 2006 was 6.89 cents; and

(iv) Seatown is in the process of either disposing of its interests or liquidating its subsidiariesin view of its current adverse financial condition. The Scheme will allow the Shareholdersto be part of the ASI Group which is principally engaged in the operation of memorialparks and columbaria as well as the provision of professional and integratedbereavement services such as funeral arrangements, funeral and disposition services inMalaysia.

We understand that the ASI Group was set up to take advantage of the increasinglyaffluent and sophisticated population, coupled with congested public cemeteries in majorcity centres in Malaysia which will lead to continuing growth for the bereavement careindustry in Malaysia. The ASI Group intends to continue their development of high-endmemorial parks and to provide quality bereavement care services in the Asia Pacificregion.

Please refer to Appendix D of the Scheme Document for more detailed informationrelating to the ASI Group.

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We have also noted the following:-

(i) Transfer Price of ASI Shares to Shareholders

The transfer price for each ASI Share to the Shareholders (“Shareholders’ TransferPrice”) is S$0.20 each. This was arrived at by mutual agreement on a willing-buyerwilling-seller basis for a consideration price of S$100,000,000 for the ASI Shares. Thisconsideration price represents a discount of approximately 35% on the value of HMSCof S$155,000,000 as set out in the valuation report by Sallmanns (Far East) Limited, anindependent professional valuer. Sallmanns (Far East) Limited had derived the value ofS$155,000,000 using a discounted cashflow method on a 10-year basis. A copy of thisvaluation report is set out in Appendix B of the Scheme Document;

(ii) Transfer Price of ASI Shares to the Eligible Creditors

Pursuant to the Scheme, it is proposed that the Eligible Creditors assign theirOutstandings and Guarantees (if any) totalling S$36,700,000 to Dato’ Choo in exchangefor 21,000,000 ASI Shares. This translates to a transfer price of ASI Shares to theEligible Creditors (“Eligible Creditors’ Transfer Price”) of S$1.75 per ASI Share. This ishigher than the Shareholders’ Transfer Price; and

(iii) Transfer Price of ASI Shares to the Judicial Manager

The Judicial Manager’s Costs and Expenses (including, inter alia, legal costs andexpenses) of S$8,183,796.88 have been approved by the Committee of Creditors on 15June 2007 and shall thereafter be paid by Dato’ Choo by way of the transfer on theTransfer Date of an aggregate of 17,867,684 ASI Shares. This translates to a transferprice of ASI Shares to the Judicial Manager (“Judicial Manager’s Transfer Price”) ofS$0.46 per ASI Share which is higher than the Shareholders’ Transfer Price.

Taking into consideration the factors listed above, we are of the view that the Seatown ShareExchange Ratio and the Shareholders’ Transfer Price are fair and reasonable from thestandpoint of the Independent Shareholders.

4.3. Evaluation of alternative options to the Scheme

We understand that the Scheme has been proposed by the Company after having consideredall alternatives available in lifting the Company from judicial management. The management ofthe Company are of the opinion that the Scheme would provide a better return to theShareholders and the Eligible Creditors than the alternatives available which are outlinedbelow:-

Fund Raising Method Assessment of Feasibility

Rights Issue The management of the Company believes that without anexternal investor, the Group’s adverse financial position andthe difficult market conditions facing the Group will deterShareholders from taking up their rights entitlements. As such,there is significant doubt that the amounts of monies that couldbe raised via a rights issue would be sufficiently large toadequately address the Group’s existing adverse financialposition.

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Fund Raising Method Assessment of Feasibility

Placement of the Shares The management of the Company has considered the to Third Parties possibility of a placement to raise funds for the Company.

However, as mentioned above, due to the Group’s adversefinancial position and the difficult market conditions facing theGroup, this option may not be viable.

Debt Securities The issuance of debt securities is not feasible in view of thehigh gearing, poor financial condition, and difficult marketconditions facing the Group as at the Latest Practicable Date.

Bank Borrowings The Creditors are not willing to provide new lines of credit and,given the high gearing and current financial difficulty of theGroup, it is unable to tap new credit lines from other banks asat the Latest Practicable Date.

4.4 Evaluation of the ASI Group

(a) History and background of ASI Group

ASI was incorporated in Singapore on 6 July 2006 under the Singapore Companies Actas a public company limited by shares under the name of Asia-Pacific StrategicInvestments Limited (Company Registration Number 200609901H). Currently, the ASIGroup is primarily involved in the bereavement care industry.

(b) The HMSC Acquisition

As stated in the Introductory Document, ASI has completed the acquisition of 100% ofthe issued and paid-up share capital of HMSC as described below:-

On 25 July 2006, ASI entered into the HMSC S&P Agreement to acquire from Dato’Choo, Ir. Heng Aik Koon, Faizal bin Ahmad Stalin, Naluri Corporation Berhad, TrimountPte Ltd and E2-Capital Investment (No. 10) Limited in aggregate 220 HMSC Shares,representing 100% of the issued and paid-up share capital of HMSC. The aggregateconsideration for the purchase of the HMSC Shares was S$100,000,000. The principalactivities of HMSC are the operation of memorial parks and columbaria in Asia, as wellas the provision of professional and integrated bereavement services such as funeralarrangements, funeral and disposition services. The transfer price of S$0.20 per ASIShare was arrived at by mutual agreement on a willing-buyer willing-seller basis for aconsideration price of S$100,000,000 for the ASI Shares. An independent valuation ofthe entire 500,000,000 issued ASI Shares stands at S$155,000,000.

Completion of the acquisition under the HMSC S&P Agreement took place on22 June 2007. On completion, the purchase consideration was fully satisfied by theallotment of 499,999,997 ASI Shares (representing approximately 100% of the issuedshares of ASI immediately after the HMSC Acquisition) by ASI at an issue price ofapproximately S$0.20 for each ASI Share. The transfers of the HMSC Shares are to beregistered with the relevant Malaysian authorities.

(c) ASI’s Shareholders

ASI’s issued shares are presently held principally by Dato, Choo, Ir. Heng Aik Koon andFaizal bin Ahmad Stalin as to 43.363%, 32.363% and 16.181%, respectively.

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(d) ASI Group’s Prospects and Future Plans

The ASI Group believes that the improving economic climate in Malaysia, theincreasingly affluent and sophisticated population coupled with congested publiccemeteries in major city centres in Malaysia will lead to continuing growth for thebereavement care industry in Malaysia.

The ASI Group plans to prudently expand into other parts of Malaysia and Asianmarkets such as Singapore, the PRC and Indonesia, and be one of the first players inthe professional bereavement services industries around the region.

Currently, they have already entered into negotiations to acquire or collaborate with anIndonesian party to develop a memorial park in Jakarta. Plans are also afoot for similarexpansions into the PRC.

Please refer to the sections entitled “Information on Our Business”, “Prospects, BusinessStrategies and Future Plans” and “Risk Factors” in the Introductory Document.

(e) ASI Group’s Financial Highlights

The following selected financial information should be read in conjunction with the fulltext of the Introductory Document, including the Audited Combined Financial Statementsof Asia-Pacific Strategic Investments Limited and its Subsidiaries For The FinancialYears Ended 30 June 2004, 2005 and 2006 and the Audited Combined FinancialStatements of Asia-Pacific Strategic Investments Limited and its Subsidiaries For TheFinancial Period From 1 July 2006 To 31 December 2006.

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Combined Profit and Loss Accounts For The Financial Years Ended 30 June 2004, 2005and 2006 and Six Months Ended 31 December 2006

(RM’000) Six Months EndedFinancial Years Ended 30 June 31 December

2004 2005 2006 2006 2007

Revenue – – 11,500 – 15,117Cost of sales – – (337) – (3,167)

Gross profit – – 11,163 – 11,950

Other operating income 35 – 4 – 60General andadministrative expenses (5) (12) (1,767) (139) (2,216)

Other operating expenses – – (12) – (109)

Profit(loss) from operations 30 (12) 9,388 (139) 9,685Financial income – – 45 – 456Financial expense – – (2) – (661)

Profit(loss) before tax 30 (12) 9,431 (139) 9,480Tax (expense)/credit 2 – (2,750) – (2,788)

Profit(loss) attributableto ASI shareholders(1) 32 (12) 6,681 (139) 6,692

Earnings(loss) per share(RM cents)(2)

- Basic and diluted 0.01 –* 1.34 (0.03) 1.34

* Less than RM 0.01 cent

Notes:-

(1) Had the Service Agreements as set out in the section entitled “Directors, Management and Staff” of theIntroductory Document been in existence on 1 July 2005, ASI’s profit before tax for the financial yearended 30 June 2006 would have been approximately RM7.3 million instead of approximately RM9.4million.

(2) Earnings per share has been calculated based on profit attributable to ASI shareholders and sharecapital of 500,000,000 Shares.

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Combined Balance Sheets As At 30 June 2004, 2005 and 2006 and 31 December 2006

(RM’000) As at As at As at As at30 June 30 June 30 June 31 December

2004 2005 2006 2006

Non-current assetProperty, plant and equipment 16 12 5,132 7,575Trade receivables – – – 1,781

Current assetsInventories – – 7,456 7,223Trade receivables 256 250 8,604 4,925Other receivables and deposits 8 – 8 324Prepayments – – 4,583 4,981Amount due from a director(non-trade) 38 38 – –

Bank deposits (pledged) – – 13,775 13,775Cash and cash equivalents 13 14 7,722 10,553

315 302 42,148 41,781Current liabilitiesTrade payables – – 50 16Other payables and accruals 111 106 3,670 1,620Finance lease obligations – – 27 27Amount due to a director(non-trade) – – 1,248 486

Tax payable – – 2,750 2,709

111 106 7,745 4,858

Net current assets 204 196 34,403 36,923

Non-current liabilitiesOther payable – – 9,545 9,545Finance lease obligations – – 115 102Deferred tax liability – – – 65

– – 9,660 9,712

Net assets 220 208 29,875 36,567

Equity attributable toequity holders of ASI

Share capital –* –* 22,986 22,986Accumulated profits 220 208 6,889 13,581

Total equity 220 208 29,875 36,567

* Less than RM 1,000

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(f) ASI’s Statistics in respect of the Share Distribution

The information below is extracted from the Introductory Document.

Shareholders’Transfer Price

NTA

NTA per Share as at 30 June 2006 of ASI Group before and after theShare Distribution, based on ASI’s issued share capital of500,000,000 ASI Shares as at the date of the Introductory Document

NTA per Share as at 31 December 2006 of ASI Group before andafter the Share Distribution, based on ASI’s issued share capital of500,000,000 ASI Shares as at the date of the Introductory Document

Earnings

Earnings per share of ASI Group for the financial year ended30 June 2006 based on ASI’s issued share capital of 500,000,000ASI Shares as at the date of the Introductory Document

Net Operating Cash Flow

Net operating cash flow per share of ASI Group for the financial yearended 30 June 2006 based on ASI’s issued share capital of500,000,000 ASI Shares as at the date of the Introductory Document

Market Capitalisation

Market capitalisation based on the Shareholders’ Transfer Price andASI’s issued share capital of 500,000,000 ASI Shares as at the dateof the Introductory Document

4.5 Valuation Statistics of Selected Comparable Companies

As the ASI Group is principally engaged in the operation of memorial parks and the provisionof bereavement care services, we have considered a range of valuation statistics of selectedcomparable companies in the operation of memorial parks and the provision of bereavementcare services (the “Selected Comparable Companies”) listed and traded on relevant stockexchanges to serve as a proxy of current market valuations of these businesses.

We have had discussions with the management of the ASI Group about the suitability andreasonableness of using the Selected Comparable Companies as a basis for comparison withthe core business of ASI Group. Relevant information has been selected from the annualreports and/or public announcements of these Selected Comparable Companies.

Shareholders may wish to note that there may not be any company listed on any relevant stockexchange that is either identical or closely comparable to the ASI Group in terms of, inter alia,composition of business activities, scale of operations, risk profile, geographical spread ofactivities, track record, future prospects and other relevant criteria. We wish to highlight that itmay be difficult to place reliance on the comparison of valuation statistics for the SelectedComparable Companies as the business of the Selected Comparable Companies, theirrespective capital structures, growth rates, operating and financial leverage, taxation andaccounting policies and that of the ASI Group may differ. As such, any comparison madeherein is necessarily limited and serves only as an illustrative guide to the Shareholders. Thelist of Selected Comparable Companies is also by no means exhaustive.

S$0.20

2.57 cents

3.19 cents

0.59 cents

0.03 cents

S$100 million

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Furthermore, Shareholders should note that some of the Selected Comparable Companies arelisted on foreign stock exchanges. Any cross border valuation statistics will be subject todiffering political, regulatory, market, investment, economic and currency conditions and assuch, may not be directly comparable to the ASI Group.

A brief description of the Selected Comparable Companies is set out as follows:-

Latest FullNet Profit Year

(Loss) After FinancialsCompany Business Activities Revenue Tax Reported

RM134.7m RM15.2m 31 Dec 2006

USD1,747.3m USD56.51m 31 Dec 2006

USD151.09m (USD1.42m) 31 Dec 2006The company operates funeralhomes and cemeteries in theUnited States of America. Thecompany provides a completerange of services relating tofunerals, burials, and cremations.The company also sells relatedproducts and merchandise suchas caskets, burial vaults,garments, and memorials.

Carriage Services,Inc.– Incorporated in

the United Statesof America

– Listed on theNYSE

The company provides death careservices worldwide. Thecompany operates funeral servicelocations, cemeteries, andcrematoria and also sellsprearranged funeral services inmost of its service markets.

ServiceCorporationInternational – Incorporated in


– Listed on theNew York StockExchange(“NYSE”)

The company is an investmentholding company. The company,through its subsidiaries, developsproperties and rest park,constructs tombs, sells burialplots, urn compartments, andfuneral packages. The companyalso provides landscaping andnursery services, sells health foodproducts, and maintains cemeteryburials lots.

NV MultiCorporationBerhad– Incorporated in

Malaysia – Listed on the

BursaMalaysia

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Latest FullNet Profit Year

(Loss) After FinancialsCompany Business Activities Revenue Tax Reported

USD517.66m USD37.59m 31 Oct 2006

Source: Bloomberg

We have considered the following valuation statistics for the purpose of the SelectedComparable Companies Analysis:-

Price earnings ratio (“PER”)Price-to-book ratio (“PTB”)

(a) PER analysis of Selected Comparable Companies

We set out below the PERs of the Selected Comparable Companies based on theirshare prices and historical EPS as at the Latest Practicable Date.

HistoricalShare Price as Earnings Historicalat the Latest per share PER

Companies Name Practicable Date (“EPS”) (times)

NV Multi Corporation Berhad RM0.70 RM0.04 17.50Service Corporation International USD12.76 USD0.44 29.00Carriage Services, Inc. USD8.00 n.m.(2) n.m.(2)

Stewart Enterprises, Inc. USD8.21 USD0.38 21.61

High 29.00Low 17.50Market Capitalisation Weighted Average 26.60

ASI Group’s Implied Historical PER(1) 33.90

Source: Bloomberg

Notes:-

(1) Based on the ratio of the Shareholders’ Transfer Price and the EPS of the ASI Group for the financialyear ended 30 June 2006.

(2) n.m. denotes not meaningful as the reported latest full year financials is a net loss position.

The company provides productsand services in the death careindustry. The company currentlyowns and operates funeral homesand cemeteries in North andSouth America, Europe, and thePacific Rim.

StewartEnterprises, Inc.– Incorporated in


– Listed on theNationalAssociation ofSecuritiesDealersAutomatedQuotation(“NASDAQ”)

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Our general observations from the table above are as follows:-

(1) the implied historical PER of the ASI Group is 33.90 times, which is higher thanthe range of historical PERs of the Selected Comparable Companies; and

(2) the implied historical PER of the ASI Group represents a premium ofapproximately 27.44% over the market capitalisation weighted average historicalPER of the Selected Comparable Companies of approximately 26.60 times.

(b) PTB analysis of Selected Comparable Companies

We set out below the PTBs of the Selected Comparable Companies based on theirshare prices and historical book value as at the Latest Practicable Date.

Share Price as Historicalat the Latest Book Value PTB

Companies Name Practicable Date per share (times)

NV Multi Corporation Berhad RM0.70 RM0.47 1.50Service Corporation International USD12.76 USD5.61 2.27Carriage Services, Inc. USD8.00 USD5.30 1.51Stewart Enterprises, Inc. USD8.21 USD4.45 1.84

High 2.27Low 1.50Market Capitalisation Weighted Average 2.16

ASI Group’s Implied Historical PTB ratio(1) 7.78

Source: Bloomberg

Note:-

(1) Based on the ratio of the Shareholders’ Transfer Price and the NTA per ASI Share of the ASI Group asat 30 June 2006.

Our general observations from the table above are as follows:-

(1) the implied historical PTB ratio of 7.78 times of the ASI Group is higher than therange of historical PTB ratios of the Selected Comparable Companies; and

(2) the implied historical PTB ratio of ASI Group represents a premium ofapproximately 260.19% over the market capitalisation weighted average historicalPTB of the Selected Comparable Companies of approximately 2.16 times.

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5. FINANCIAL EFFECTS OF THE SCHEME

The Scheme, if approved by the requisite majority of the Shareholders and Creditors at therelevant Court Meetings and of the Shareholders at the EGM, and sanctioned by the Court,involves the cancellation of all the Existing Shares and the Shareholders will receive ASIShares in accordance with the Seatown Exchange Ratio from Dato’ Choo.

The financial effects of the Scheme, based on the financial statements of the Company andthe Group for the financial year ended 30 September 2006 (being the last announced financialstatements of the Company), are summarised below:-

5.1 Share Capital

The effect of the Scheme on the issued and paid-up share capital of the Company is set outbelow:-

Number of ResultantShares issued and

paid-upshare capital

(S$)

Issued and paid-up share capital as at 30 September 2006 1,155,162,342 83,636,854.00

Issue of two new Shares 2 83,636,854.10

Cancellation of Shares (1,155,162,342) (83,636,854.00)

Issued and paid-up share capital after the Scheme 2 0.10

5.2 NTL

The effect of the Scheme on the net tangible liabilities of the Company and the Group is setout below:-

Company Group(S$’000) Before the After the Before the After the

Scheme Scheme Scheme Scheme

Net tangible liabilities as at30 September 2006 37,767 37,767 79,648 79,648

5.3 Earnings

The effect of the Scheme on the loss before income tax, minority interests and extraordinaryitems of the Company and the Group is set out below:-

Company Group(S$’000) Before the After the Before the After the

Scheme Scheme Scheme Scheme

Loss before income tax, minorityinterests and extraordinary itemsfor the financial year ended30 September 2006 4,474 4,474 9,088 9,088

5.4 Gearing

The Scheme will not have any impact on the gearing of the Company and the Group.

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We wish to highlight that after the completion of the Scheme, the Shareholders will no longerhold any Shares in Seatown and hence any financial effects of the Scheme on the Companywill be irrelevant to the Shareholders. Rather, the Shareholders will be shareholders of ASIafter the completion of the Scheme. We also wish to highlight that the financial information ofthe ASI Group is outlined in section 4.4(e) of this letter, which should be read in conjunctionwith the full text of the Introductory Document, including the Audited Combined FinancialStatements of Asia-Pacific Strategic Investments Limited and its Subsidiaries For TheFinancial Years Ended 30 June 2004, 2005 and 2006 and Audited Combined FinancialStatements of Asia-Pacific Strategic Investments Limited and its Subsidiaries For TheFinancial Period From 1 July 2006 To 31 December 2006 as set out in Appendices A-1 and A-2respectively, of the Introductory Document. We also set out ASI Group’s statistics in respectof the Share Distribution in section 4.4(f) of this letter, extracted from the IntroductoryDocument under the section “Statistics in respect of the Share Distribution”.

6. OTHER RELEVANT CONSIDERATIONS

6.1 Direct and Deemed Shareholdings of Shareholders in ASI

The shareholdings of ASI’s shareholders and their respective direct and deemed shareholdinginterests immediately after the HMSC Acquisition described in the section “General Informationof Our Group – Significant Changes in Percentage of Ownership” in the Introductory Documentbefore the Scheme Effective Date, and on or after the Scheme Effective Date, are set outbelow:-

Before the Scheme Effective Date On or after the Scheme Effective Date


Number of Number of Number of Number ofASI Shares % ASI Shares % ASI Shares % ASI Shares %

Directors

Dato’ Choo 216,818,024(1) 43.363 – – 161,818,024 32.363 – –

Wu Wen Long – – – – – – – –


Ir. Heng Aik Koon 161,818,423 32.363 – – 161,818,423 32.363 – –

Faizal bin Ahmad Stalin 80,909,013 16.181 – – 80,909,013 16.181 – –

Dr. Lam Lee G. – – – – – – – –

Chew Soo Lin – – – – 70(5) – – –

Yap Siean Sin – – – – – – – –

PublicE2-Capital Investment(No. 10) Limited(2) 20,227,270 4.045 – – 20,227,270 4.045 – –

Naluri CorporationBerhad(3) 10,113,635 2.023 – – 10,113,635 2.023 – –

Trimount Pte Ltd(4) 10,113,635 2.023 – – 10,113,635 2.023 – –

Shareholders – – – – 16,132,246(5) 3.226 – –

Judicial Manager – – – – 17,867,684 3.574 – –

Eligible Creditors – – – – 21,000,000 4.200 – –

TOTAL 500,000,000 100.000(6) 500,000,000 100.000(6)

(All figures are rounded to the nearest three decimal places, where applicable)

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Notes:-

(1) Dato’ Choo holds 55,000,000 ASI Shares under the HMSC S&P Agreement which comprises 11% of the entireissued and paid-up share capital of ASI after the Scheme to enable him to effect the Share Distribution andthereby acquire the entire issued and paid-up share capital of Seatown and the Eligible Creditors’ Outstandingsand the Guarantees (if any), as well as pay the Judicial Manager’s Costs and Expenses. Pursuant to theScheme, Dato’ Choo will transfer 37,132,316 ASI Shares to the Shareholders and Creditors and 17,867,684 ASIShares to the Judicial Manager, and will thereafter own 161,818,024 ASI Shares.

(2) E-2 Capital Investment (No. 10) Limited is an investment holding company incorporated in the British VirginIslands whose shares are wholly owned by Mr Hano Maeloa.

(3) Naluri Corporation Berhad is an investment holding company incorporated in Malaysia whose shares are listedon the Main Board of Bursa Malaysia.

(4) Trimount Pte Ltd is an investment holding company incorporated in Singapore whose shares are wholly ownedby SC Global Developments Ltd. The shares of SC Global Developments Ltd are listed on the Main Board of theSGX-ST.

(5) Pursuant to the Share Distribution, ASI’s independent director, Mr Chew Soo Lin, who holds 5,000 Shares willreceive 70 ASI Shares. The 70 ASI Shares together with the other 16,132,246 ASI Shares to be distributed tothe Shareholders would equate to 16,132,316 ASI Shares.


For more details, please see the section “General Information on Our Group – OurShareholders” of the Introductory Document and section 4.4(c) of this letter.

6.2 Significant Changes in Percentage of Ownership

Save as disclosed below and in the Introductory Document including the sections “Informationon the Seatown Scheme and the HMSC Acquisition” and “General Information on Our Group –Our Shareholders”, there have not been any significant changes in the percentage ofownership of ASI Shares by ASI’s directors and substantial shareholders in the past threeyears prior to the date of the Introductory Document:-

After the HMSC AcquisitionBefore the HMSC Acquisition but before the Scheme


Number of Number of Number of Number ofShares % Shares % Shares % Shares %

Directors

Dato’ Choo 1 33.333 – – 216,818,024 43.363 – –

Wu Wen Long – – – – – – – –


Ir. Heng Aik Koon 1 33.333 – – 161,818,423 32.363 – –

Faizal bin Ahmad Stalin 1 33.333 – – 80,909,013 16.181 – –

TOTAL 3 100.00(1) 459,545,460 91.907

Note:-


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6.3 Cost Per Share

The Share Distribution to the Shareholders is to be effected on the basis of the Seatown ShareExchange Ratio. As trading in the Shares on the SGX-ST has been suspended and marketquotation of the Shares is not available, it cannot be determined if there is any notional dilutionbetween the price paid per ASI Share and the NAV per ASI Share as at 31 December 2006 inrespect of the Share Distribution to the Shareholders.

The NAV per ASI Share as at 31 December 2006 was approximately S$0.0319 per ASI Share.The effective cost per ASI Share borne by the Eligible Creditors of approximately S$1.7500pursuant to the Scheme, represents a premium of approximately S$1.7181 over the NAV perASI Share of approximately S$0.0319.

The following table summarises the total number of ASI Shares acquired by ASI’s substantialshareholders named below (adjusted for the sub-division of ASI’s shares) during the period ofthree years prior to the date of the Introductory Document, the total consideration paid by eachof them and the effective cash value / cost per ASI Share to each of ASI’s substantialshareholders, and to ASI’s new investors pursuant to the Scheme:-

Number of ASI Total Effective ValueShares Acquired Valuation per Share(4)

(S$) (S$)

Substantial ShareholdersDato’ Choo 161,818,024 36,363,636(4) 0.22

Ir. Heng Aik Koon 161,818,423 36,363,636(4) 0.22

Faizal bin Ahmad Stalin 80,909,013 18,181,818(4) 0.22

New InvestorsShareholders(1) 16,132,316 N.A.(2) N.A.(2)

Judicial Manager(1) 17,867,684 8,183,796(3) 0.46(3)

Eligible Creditors(1) 21,000,000 36,700,000(5) 1.75

Notes:-

(1) Dato’ Choo proposes to acquire Seatown pursuant to the Scheme. The Share Distribution is conditional upon,inter alia, the Scheme becoming effective.

(2) The Share Distribution to the Shareholders is to be effected on the basis of the Seatown Share Exchange Ratio.As trading in the Shares on the SGX-ST has been suspended and market quotation of the Shares is notavailable, the effective cost per share in relation to the Shareholders cannot be determined.

(3) Dato’ Choo shall transfer to the Judicial Manager an aggregate of 17,867,684 ASI Shares, being payment of theJudicial Manager’s Costs and Expenses pursuant to the Scheme.

(4) The computations above are based on the sale and purchase agreement for the HMSC Acquisition.

(5) This relates to the estimated value of the Eligible Creditors’ Outstandings and Guarantees (if any) prior to thecompromise pursuant to the Scheme.

6.4 Moratorium in Respect of Shareholdings in ASI

To demonstrate their commitment to ASI, Dato’ Choo, Ir. Heng Aik Koon, and Faizal bin AhmadStalin who have an interest in an aggregate of 404,545,460 ASI Shares representingapproximately 80.90% of the total number of issued ASI Shares after the Share Distribution,have each undertaken not to sell, transfer or otherwise dispose of any part of their respectiveinterests in the ASI Shares for a period of six months commencing from the date of admissionof ASI to the Official List of SGX-SESDAQ (“Date of Admission”) and, for a further period of sixmonths thereafter, not to sell, transfer or otherwise dispose of their respective interests in morethan 50% of the ASI Shares held by each of them as at the Date of Admission.

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7. RECOMMENDATION

In arriving at our recommendation, we have reviewed and evaluated all factors which we deemto have significant relevance to our assessment of the Scheme, including inter alia,representations and information provided by the Company in the Scheme Document, therepresentations and information provided by the directors and management of ASI in theIntroductory Document, the current financial condition of the Company, the proposed terms ofthe Scheme, the financial position of the ASI Group and the valuation statistics of SelectedComparable Companies.

In our assessment, we have noted the following:-

(i) the implied historical PER of the ASI Group, based on the Shareholders’ Transfer priceand the EPS of the ASI Group for the financial year ended 30 June 2006, is 33.90 timeswhich represents a premium of approximately 27.44% over the market capitalisationweighted average historical PER of the Selected Comparable Companies ofapproximately 26.60 times;

(ii) the implied historical PTB ratio of the ASI Group, based on the Shareholders’ TransferPrice and the NTA per share of the ASI Group for the financial year ended 30 June2006, is 7.78 times which represents a premium of approximately 260.19% over themarket capitalisation weighted average historical PTB of the Selected ComparableCompanies of approximately 2.16 times;

(iii) the ASI Group’s business in the bereavement care industry has only been operationalfor approximately one year as reflected in section 4.4(e) of this letter; and

(iii) the risk factors of the ASI Group as highlighted in the section “Risk Factors” of theIntroductory Document. In particular, we would like to draw Shareholders’ attention to theparagraph “Our ability to fulfil our contractual obligations is subject to the issuance of titleto Pribena by the Government of Malaysia” set out in the section “Risk Factors” in theIntroductory Document.

Notwithstanding the above, we are of the opinion that the terms of the Scheme are normalcommercial terms and the Scheme is not prejudicial to the interests of the Company and theIndependent Shareholders having regard to, inter alia, the following factors:-

(a) the rationale of the Scheme as outlined in section 2 of the Scheme Document andsection 4.1 of this letter;

(b) the Company has been in judicial management since 26 February 2003 and trading ofthe Shares has been suspended since 22 May 2002. Since the suspension of theShares, the Company had pursued two potential investment opportunities, being HYInvestment Agreement and KP Investment Agreement, which were eventually terminatedfor reasons disclosed in section 1.1 of this letter;

(c) the Group has been loss-making as a whole. The audited net loss for the Group for thefinancial year ended 30 September 2006 shown in the full year financial statementannouncement by Seatown dated 5 December 2006 was approximately S$9.14 milliondue mainly from the manufacturing of the pre-cast concrete activity of S$1.11 million,crystallization of guarantees of S$4.05 million, loss arising from disposal of a subsidiaryi.e. Capital I Sdn Bhd of S$0.40 million and impairment loss on disposal of S$3.81million. The Group’s audited loss per Share for the financial year ended 30 September2006 on a fully diluted basis was 0.79 cents. The Group’s accumulated losses wasapproximately S$125.94 million as at 30 September 2006;

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(d) the Group had audited negative shareholders’ equity of approximately S$79.65 million asat 30 September 2006, with outstanding debts of approximately S$87.82 million andtotal assets of approximately S$8.17 million. The audited net liabilities per Share as at30 September 2006 was 6.89 cents;

(e) Seatown is in the process of either disposing off its interests or liquidating itssubsidiaries in view of its current adverse financial condition. In the event that Seatownis liquidated, the Shareholders are unlikely to receive any payment;

(f) the Scheme will allow the Shareholders to be part of the ASI Group which is principallyengaged in the operation of memorial parks and columbaria as well as the provision ofprofessional and integrated bereavement services such as funeral arrangements, funeraland disposition services in Malaysia. According to the Sallmanns’ Expert Report on theProfit Projection as disclosed in Appendix D of the Introductory Document, the netprofits attributable to Shareholders for the financial year ended 30 June 2007 isforecasted at S$7.88 million. This represents approximately a 18% growth from the netprofits attributable to shareholders of the ASI Group for the financial year ended 30 June2006 of S$6.68 million. However, we would like to draw Shareholders’ attention to theparagraph “The forward-looking statements in this Introductory Document may proveinaccurate and as a result we may not be able to achieve our profit projection” set out inthe section “Risk Factors” in the Introductory Document and caution against placingundue reliance on the profit projection;

(g) the Scheme offers a potential recovery for, and better return to, the Shareholders. If theScheme is implemented, the Shareholders will receive ASI Shares of an aggregatevalue of approximately S$3,226,463 in consideration for the transfer of theirshareholdings in the Company to Dato’ Choo;

(h) the SGX-ST has granted eligibility-to-list for the ASI Shares to be admitted on the SGX-SESDAQ, subject to certain conditions. Given that the Shares have been suspendedfrom trading since 22 May 2002, subject to the listing and quotation of ASI Shares andthe Scheme becoming effective, the Shareholders will be able to engage in the tradingof ASI Shares on the SGX-SESDAQ and have the opportunity to exit their investment inthe Shares;

(i) the Shareholders’ Transfer Price of S$0.20 was arrived at by mutual agreement on awilling-buyer willing-seller basis for a consideration price of S$100,000,000 for the ASIShares. This consideration price represents a discount of approximately 35% on thevalue of HMSC of S$155,000,000 as set out in the valuation report by Sallmanns (FarEast) Limited, an independent professional valuer;

(j) the Shareholders’ Transfer Price of S$0.20 is fair and reasonable from the standpoint ofthe Independent Shareholders, compared to the Eligible Creditors’ Transfer Price ofS$1.75 and the Judicial Manager’s Transfer Price of S$0.46; and

(k) the representations of the management of the Company that they have considered otheralternatives outlined in section 4.3 of this letter, and that the management of theCompany is of the opinion that the Scheme is the most viable option and would providea better return to the Shareholders and Creditors than the alternatives available.

ACCORDINGLY, WE THEREFORE ADVISE THE INDEPENDENT DIRECTOR TORECOMMEND THAT THE INDEPENDENT SHAREHOLDERS VOTE IN FAVOUR OF THESCHEME AT THE COURT MEETING OF SHAREHOLDERS AND THE EXTRAORDINARYGENERAL MEETING OF THE COMPANY, NOTICE OF WHICH IS SET OUT ON PAGES F1TO F6 OF THE SCHEME DOCUMENT.

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In performing our evaluation, we have not verified financial projections for the Company and/orthe ASI Group. Our opinion set forth herein is based solely on publicly available informationand information which was provided by the Company in the Scheme Document and thedirectors and management of ASI in the Introductory Document. In addition, Directors shouldnote that we have arrived at these recommendations based on information made available tous prior to and including the Latest Practicable Date.

We have prepared this letter for the use of the Company, to be incorporated into the SchemeDocument to Shareholders and Creditors to be dated 27 June 2007, in connection with theirconsideration of the Scheme.

Our recommendations are addressed to the independent director for his benefit, in connectionwith and for the purposes of his consideration of the Scheme. Any recommendations made bythe Directors in respect of the Scheme shall remain their responsibility.

Our recommendations may not be used and/or relied on by any other person for any purposeat any time and in any manner except with Phillip Securities’ prior written consent in eachspecific case. Our recommendations are governed by the laws of Singapore, and are strictlylimited to the matters stated herein and does not apply by implication to any other matter.

Yours faithfullyFor and on behalf ofPHILLIP SECURITIES PTE LTD

Alex Tan Karen SohManaging Director, Capital Market Group Director, Capital Market Groupand Head of Corporate Finance

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The following is extracted from information contained in the Introductory Document. This extract maynot contain all of the information in relation to the ASI Group, and is qualified in its entirety by, and issubject to and should be read in conjunction with, the more detailed information and financialstatements (including the notes thereto) appearing in the Introductory Document. You should carefullyconsider all the information presented in the Introductory Document, including the ASI Group’sconsolidated financial statements and related notes and the matters set out under the section “RiskFactors” in the Introductory Document and the section “Summary of Relevant Malaysian Laws andRegulations” in Appendix F of the Introductory Document.

ASI Group’s Business

The ASI Group’s bereavement care business began in 2004 when the directors of Pribenaapproached Ir. Heng Aik Koon and Dato’ Choo to assist them in developing and marketing a privatenon-muslim cemetery. In November 2005, HMSC entered into a Management Co-operationAgreement with Pribena to fund, develop, market, operate, manage and maintain SMH, in order tocater to the non-Muslim population. Currently, SMH is undergoing major development works toconvert it into a memorial park on a 100-acre plot of land, owned by Pribena in Selangor, Malaysia.

As at the Latest Practicable Date, key infrastructure works relating to road alignment, terracing andearth works to selected priority areas and the construction of a site villa have been completed. Worksrelating to the development of the feature lake and other access facilities are on-going. Thedevelopment works are in accordance with the planned timeline to commence interment in end-2007.The development and construction works are still on-going on the site and will be carried out inseveral phases, which we expect to complete in five to eight years.

HMSC’s core business is to operate memorial parks and columbaria in Asia, and is principallyengaged in the provision of professional and integrated bereavement services such as funeralarrangements, funeral and disposition services. These include:

provision of burial plotsprovision of (internal and external) columbarium nichesprovision of burial nichesprovision of funeral servicesconstruction of tombsprovision of ancestral tablets

Additionally, we intend to develop SMH into a centre for learning and training of professionalbereavement care providers.

SMH Sdn Bhd was incorporated to engage in and carry out the sales and marketing aspect of thebusiness.

D-1

APPENDIX D : EXTRACTS OF CERTAIN INFORMATION RELATINGTO THE ASI GROUP

D-2


ASI Group Structure

Note:

(1) This would not accurately represent the present Group structure as the Pribena shares would not be owned by Exa-Earth until the relevant options are exercised

As at the Latest Practicable Date, our subsidiary HMSC has unconditional and irrevocable rights topurchase from Mr Muhammad Azhan bin Shamsir and Mr Yazhani bin Mohd Yazid, the shareholdersof Exa Earth Sdn Bhd (“Exa Earth”), the entire issued and paid-up capital of Exa Earth.

In turn, Exa Earth has unconditional and irrevocable rights to purchase the entire issued and paid-upcapital of Pribena Construction Sdn Bhd (“Pribena”). This is because (1) Ir. Heng Aik Koon hasgranted to Exa Earth, the unconditional and irrevocable right to purchase his shareholdings inPribena., and (2) Ir. Heng has also assigned to Exa Earth the unconditional and irrevocable rights topurchase from the remaining shareholders of Pribena i.e. Mr Faizal bin Ahmad Stalin, Ms Supek bintiYusop and Ms Rozhita binti Ahmad Stalin, their shareholdings in Pribena.

As such, Pribena will become a 99.5% owned subsidiary of HMSC when Exa Earth exercises itsrights to purchase the shareholdings of Ir. Heng Aik Koon, Faizal bin Ahmad Stalin, Supek binti Yusopand Rozhita binti Ahmad Stalin in Pribena, and HMSC in turn exercises its rights to purchase theentire issued and paid-up capital of Exa Earth. Subject to the terms of the GOM-Pribena Agreementand regulatory requirements in Malaysia, Exa Earth and HMSC intend to exercise their rights topurchase the shareholdings of Ir. Heng Aik Koon, Faizal bin Ahmad Stalin, Supek binti Yusop andRozhita binti Ahmad Stalin in Pribena and Exa Earth, respectively, following the Introduction.

The Legal Adviser to the Company on Malaysian laws has advised that the current arrangementbetween HMSC, Exa Earth and Pribena is legal, valid and enforceable under Malaysian laws.

ASI

HMSC

100%

Exa Earth Sdn Bhd

100%

Pribena

99.5%(1)

SMH Sdn Bhd

100%

ASI Group Financial Information

Combined Profit And Loss Accounts For The Financial Years Ended 30 June 2004, 2005, 2006And Six Months Ended 31 December 2006 (Amounts expressed in Ringgit)

Audited Unaudited AuditedFY2004 FY2005 FY2006 HY2006 HY2007

(RM’000) (RM’000) (RM’000) (RM’000) (RM’000)

Revenue – – 11,500 – 15,117Cost of sales – – (337) – (3,167)

Gross profit – – 11,163 – 11,950

Other operating income 35 – 4 – 60General and administrative expenses (5) (12) (1,767) (139) (2,216)Other operating expenses – – (12) – (109)

Profit/(loss) from operations 30 (12) 9,388 (139) 9,685Financial income – – 45 – 456Financial expense – – (2) – (661)

Profit/(loss) before tax 30 (12) 9,431 (139) 9,480Tax (expense)/credit 2 – (2,750) – (2,788)

Profit/(loss) attributableto shareholders(1) 32 (12) 6,681 (139) 6,692

Earnings/(loss) per share(RM cents)(2)

- Basic and diluted 0.01 –* 1.34 (0.03) 1.34

* Less than RM 0.01 cent

Note:

(1) Had the Service Agreements as set out in the section entitled “Directors, Management and Staff” of theIntroductory Document been in existence on 1 July 2005, ASI’s profit before tax for FY2006 would have beenRM7.3 million instead of approximately RM9.4 million.

(2) Earnings per share has been calculated based on profit attributable to ASI Shareholders and share capital of500,000,000 Shares.

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Combined Balance Sheets As At 30 June 2004, 2005, 2006 And 31 December 2006(Amounts expressed in Ringgit)

Audited As at As at As at As at

30 June 30 June 30 June 31 December2004 2005 2006 HY2007

(RM’000) (RM’000) (RM’000) (RM’000)

Non-current assetProperty, plant and equipment 16 12 5,132 7,575Trade receivables – – – 1,781

Current assetsInventories – – 7,456 7,223Trade receivables 256 250 8,604 4,925Other receivables and deposits 8 – 8 324Prepayments – – 4,583 4,981Amount due from a director (non-trade) 38 38 – –Bank deposits (pledged) – – 13,775 13,775Cash and cash equivalents 13 14 7,722 10,553

315 302 42,148 41,781Current liabilitiesTrade payables – – 50 16Other payables and accruals 111 106 3,670 1,620Finance lease obligations – – 27 27Amount due to a director (non-trade) – – 1,248 486Tax payable – – 2,750 2,709

111 106 7,745 4,858

Net current assets 204 196 34,403 36,923

Non-current liabilitiesOther payable – – 9,545 9,545Finance lease obligations – – 115 102Deferred tax liabilities – – – 65

9,660 9,712

Net assets 220 208 29,875 36,567

Equity attributable to equity holders of our CompanyShare capital –* –* 22,986 22,986Accumulated profits 220 208 6,889 13,581

Total equity 220 208 29,875 36,567

* less than RM 1,000

ASI Group Prospects and Future Plans

The ASI Group believes that the improving economic climate in Malaysia, the increasingly affluentand sophisticated population coupled with congested public cemeteries in major city centres inMalaysia will lead to continuing growth for the bereavement care industry in Malaysia.

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The ASI Group plans to prudently expand into other parts of Malaysia and Asian markets such asSingapore, the PRC and Indonesia, and be one of the first players in the professional bereavementservices industries around the region.

Currently, they have already entered into negotiations to acquire or collaborate with an Indonesianparty to develop a memorial park in Jakarta, and have engaged a consultant to facilitate the same.Plans are also afoot for similar expansions into the PRC.

Please refer to the sections entitled “Information on Our Business”, “Prospects, Business Strategiesand Future Plans” and “Risk Factors” in the Introductory Document.

APPENDIX E: THE SCHEME

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PROPOSED SCHEME OF ARRANGEMENT

IN THE HIGH COURT OF THE REPUBLIC OF SINGAPORE

Originating Petition No. 3 of 2003/J

In the Matter of Seatown Corporation Ltd (InJudicial Management)(Company Registration No. 198802544G)

And

In the matter of Section 210 and Section 210(read with Section 227X) of the CompaniesAct, Chapter 50 of Singapore

SCHEME OF ARRANGEMENTunder Section 210 and Section 210 (read with Section 227X) of the Companies Act (Cap. 50)

Between



And

ITS SHAREHOLDERS AND CREDITORS(as defined in this Scheme of Arrangement)


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1. Definitions and Interpretation

1.1 Definitions

1.1.1 In this Scheme (as defined below), unless otherwise defined herein or except where thecontext or subject matter otherwise indicates or requires, words shall have the samemeaning ascribed to them by the Companies Act (as defined below).

1.1.2 The following words and phrases in this Scheme shall have the meanings set outopposite them:

Companies and former companies within the Group

“Company” or “Seatown” : Seatown Corporation Ltd, a companyincorporated in Singapore which was placed injudicial management pursuant to an Order ofthe Court dated 26 February 2003 and asextended from time to time

“Group” : Seatown and its subsidiaries

“Seatown Construction” : Seatown Construction Pte Ltd

“Seatown Foundation” : Seatown Foundation Engineering Pte Ltd

Companies within the ASI Group

“ASI” : Asia-Pacific Strategic Investments Limited

“ASI Group” : The proforma group of companies comprisingASI and its subsidiary HMSC

“HMSC” : HMS Capital Sdn Bhd

Other Companies, Organisations and Agencies

“ACRA” : The Accounting and Corporate RegulatoryAuthority of Singapore

“Board” or “Board of Directors” : The board of directors of the Company as atthe date of this Scheme

“CDP” : The Central Depository (Pte) Limited

“CPF” : Central Provident Fund

“CPFIS” : Central Provident Fund Investment Scheme

“CPF Agent Banks” : Agent banks included under the CPFIS

“SGX-ST” : Singapore Exchange Securities TradingLimited

General

“ASI Shares” : Ordinary shares in the capital of ASI

“Books Closure Date” : At 5.00 p.m. on 17 August 2007, on which theshare transfer books and the register ofmembers of the Company will be closed todetermine the entitlements of Shareholders


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whose Shares are registered in their ownnames to the ASI Shares and at and on whichthe entitlements of Shareholders who areDepositors will be determined

“Business Day” : A day (other than a Saturday or Sunday) onwhich banks are generally open for business inSingapore

“Committee of Creditors” : A committee of creditors established underSection 227O of the Companies Act

“Companies Act” or “Singapore : Companies Act, Chapter 50 of SingaporeCompanies Act”

“Contingent Claim” : Any Outstandings which is contingent andarises out of or has its origin in either anyguarantee or indemnity given by the Company(whether or not given jointly and/or severallywith other guarantors or indemnifiers) onaccount of any principal debtor or theendorsement or acceptance by the Companyof any bill of exchange drawn by any principaldebtor

“Court” : The High Court of the Republic of Singapore

“Court Meeting of Creditors” : The meeting of Creditors to be convened andheld under the directions of the Court, notice ofwhich is set out on pages F-1 to F-2 of thisScheme, and any adjournment thereof

“Court Meeting of Shareholders” : The meeting of Shareholders to be convenedand held under the directions of the Court,notice of which is set out on pages F-3 to F-4of this Scheme, and any adjournment thereof

“Court Meetings” : The Court Meeting of Creditors and the CourtMeeting of Shareholders collectively

“Creditor” : Any person who has or who purports to have aclaim against the Company arising out of orhaving its origin in any matter occurring on orprior to the date of announcement of thejudicial management of the Company on 26February 2003 or arising out of anytransaction, act or omission of the Company orany person on or before such date whether theclaim be present, future or contingent orwhether liquidated, or sounding only indamages and whether in contract or in torthowsoever arising

“Dato’ Choo” : Dato’ Dr Choo Yeow Ming

“Depositor” : Has the meaning ascribed to it in Section 130Aof the Companies Act


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“Depository Register” : Has the meaning ascribed to it in Section 130Aof the Companies Act

“Directors” : The directors of the Company

“Disputed Claim” : Has the meaning ascribed to it on page E-24of this Scheme

“EGM” : The extraordinary general meeting of theCompany, notice of which is set out on pagesF-5 to F-6 of this Scheme, and anyadjournment thereof

“Eligible Creditor” : Such Creditor who has lodged a Proof of Debtto the Judicial Manager and whose Proof ofDebt has been admitted (in whole or in part)pursuant to the terms of the Scheme andwhose Outstandings exceed zero, and includesan assignee of the Outstandings of suchCreditor subsisting at the time of theassignment and in relation to whom a notice ofthe assignment has been given to the JudicialManager or the Scheme Administrator (as thecase may be)

“Existing Shares” : The 1,155,162,342 Shares held by theShareholders

“Guarantees” : Each of the guarantees given by the Companyin relation to the liabilities and obligations ofthe subsidiaries or former subsidiaries of theGroup in relation to any agreement,transaction, dealing, matter or event made oroccurring on or before the 26 February 2003

“HMSC Acquisition” : The proposed acquisition by ASI of 100% ofthe issued and paid-up share capital of HMSC,pursuant to the HMSC S&P Agreement

“HMSC S&P Agreement” : The sale and purchase agreement dated 25July 2006 made between Dato’ Choo, Ir. HengAik Koon, Faizal bin Ahmad Stalin, TrimountPte Ltd, Naluri Berhad, E-2 Capital Investment(No. 10) Limited and ASI relating to the HMSCAcquisition

“Introductory Document” : The introductory document in respect of ASIdated 27 June 2007 which has been submittedto the SGX-ST

“Judicial Manager” : The judicial manager of the Company, namelyNicky Tan Ng Kuang of nTan CorporateAdvisory Pte Ltd who was appointed judicialmanager of the Company pursuant to an Orderof the Court dated 26 February 2003 andextended thereafter from time to time


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“Judicial Manager’s Costs : The costs and expenses incurred by theand Expenses” Judicial Manager on or after 26 February 2003,

including the costs and expenses of everysolicitor, manager, accountant, auctioneer,broker or other person employed by theJudicial Manager, which amount stands inpriority to all other debts, except those subjectto a security to which Section 227H(2) of theCompanies Act applies, shall be subjected toreview and approval by the Committee ofCreditors.

“Latest Practicable Date” : 22 June 2007, being the latest practicable dateprior to the printing of this Scheme

“Letter of Offer” : The Letter of Offer dated 21 August 2006 fromDato’ Choo to the Company relating to, interalia, the Scheme

“Market Day” : A day on which the SGX-ST is open for tradingin securities

“Overseas Creditors” : Creditors of the Company whose registeredaddresses are outside Singapore

“Overseas Shareholders” : Shareholders whose registered addresses arerecorded in the register of members of theCompany or in the Depository Registermaintained by CDP as being outsideSingapore

“Outstandings” : In relation to any Creditor means the totalamount for which the Company is liable orindebted to that Creditor as at 26 February2003 in respect of or arising from alltransactions, dealings, matters and events lessthe aggregate of:

(i) all sums paid to or received by thatCreditor on or after 26 February 2003and up to and including the Proof ofDebt Submission Date in reduction ofany amount for which the Company isliable or indebted as at 26 February2003 to that Creditor; and

(ii) the value as at Proof of DebtSubmission Date of any and all assetsheld by such Creditor as security for anyindebtedness or liability of the Companyto that Creditor as at 26 February 2003

“Specified Address” : The address at 6 Battery Road, #33-02,Singapore 049909


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“Proof of Debt” : A statutory declaration executed or to beexecuted by a person who has or purports tohave a claim, stating the amount andparticulars of:

(i) its claim against the Company as at 26February 2003;

(ii) all sums paid to or received by thatCreditor on or after 26 February 2003and up to and including the Proof ofDebt Submission Date, in reduction ofany amount for which the Company isliable or indebted as at 26 February2003 to that Creditor; and

(iii) the value as at the Proof of DebtSubmission Date of any and all assetsheld by such Creditor as security for anyindebtedness or liability to that Creditoras at 26 February 2003

in the form annexed as Schedule 3 toAppendix E of the Scheme Document, lodgedwith the Judicial Manager at the SpecifiedAddress on or before the Proof of DebtSubmission Date, or proof of debt which haspreviously been submitted by such Creditors inrespect of their claims to the Judicial Manager,or proof of debt lodged after the Proof of DebtSubmission Date and admitted by the JudicialManager or the Scheme Administrator

“Proof of Debt Submission Date” : 5.00 p.m. on 13 July 2007, being the latestdate for lodgement of Proof of Debt by theCreditors for the purposes of voting at theCourt Meeting of Creditors and participating inthe Scheme, subject to paragraphs 13.3 and13.6 of the Scheme

“Release Parties” : The Company, its subsidiaries or formersubsidiaries and any affiliate and theirrespective present or former directors, officers,employees, attorneys accountants, advisers,agents and representatives and theirrespective successors and assigns

“Relevant Currency : The currency conversion rate to be ascertained Conversion Rate” for the conversion of an amount denominated

in a foreign currency amount into an amount inSingapore Dollars, such conversion rate beingthe foreign exchange rate published orreported in The Business Times, Singapore onthe Proof of Debt Submission Date for theconversion of that currency into SingaporeDollars or, in the case of manifest error or non-publication, such other relevant rate as quoted


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on such replacement page as the JudicialManager or the Scheme Administrator (as thecase may be) shall determine

“Requisite Shareholders’ : The approval of the Scheme by a majority inApproval” number representing three-fourths (i.e. 75%) in

value of the Shareholders voting in person orby proxy at the Court Meeting of Shareholders

“Requisite Creditors’ Approval” : The approval of the Scheme by at least three-fourths (i.e. 75%) in value of the Creditorsvoting in person or by proxy at the CourtMeeting of Creditors

“Scheme” : This scheme of arrangement including andincorporating all such amendments, additionsand variations thereto as may be required,approved or sanctioned by the Court

“Scheme Administrator” : The Judicial Manager or any person appointedby the Court to be the administrator of theScheme whether in addition to or inreplacement of any person as administrator ofthe Scheme provided nevertheless that in theevent of the determination of the judicialmanagement of the Company, then thepersons who held appointment as SchemeAdministrator immediately before thetermination of the judicial management of theCompany shall continue to be SchemeAdministrators unless and until replaced by theCourt

“Scheme Effective Date” : The date on which the Scheme becomeseffective in accordance with the terms of theScheme, being the date on which a copy of theCourt order sanctioning the Scheme is lodgedwith ACRA pursuant to the Companies Act oron such earlier date as the Court maydetermine and as may be specified in theCourt order

“Scheme Period” : The period commencing on the SchemeEffective Date until the date on which thisScheme is terminated in accordance withparagraph 10 or paragraph 11 of the Scheme,whichever is earlier

“Seatown Share Exchange Ratio” : The ratio of one (1) ASI Share to betransferred by Dato’ Choo for approximatelyevery 71.61 Shares held by, or standing to thecredit of the Securities Accounts or CPF AgentBank accounts of the Shareholders, fractionalentitlements to be disregarded, such ratioarrived at after arm’s length negotiationsbetween the Company and Dato’ Choo, on awilling-seller and willing-buyer basis taking intoaccount, inter alia, the following factors:


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(i) the Group has been loss-making(without taking into accountextraordinary and exceptional items) andthe Company has been placed in judicialmanagement since 26 February 2003;

(ii) trading in the Shares on the SGX-SThas been suspended since 22 May2002; and

(iii) the Group has aggregate liabilities thatexceed the estimated net realisablevalue of its assets.

Each ASI Share is valued at S$0.20, whichbased on the issued and paid-up share capitalof ASI of S$100,000,000 comprising500,000,000 ordinary shares as at the LatestPracticable Date

“Securities Account” : Securities account maintained by a Depositorwith CDP, but does not include a securitiessub-account

“SGX-SESDAQ” : The SGX-ST Dealing and AutomatedQuotation System

“Shares” : Ordinary shares in the capital of the Company

“Share Distribution” : The proposed distribution by Dato’ Choo of anaggregate of 37,132,316 ASI Shares for theShareholders and the Creditors under theScheme subject to the provisions of theIntroductory Document

“Shareholders” : Persons who are registered as holders ofShares in the register of members of theCompany as at the Books Closure Date, orwhere CDP is the registered holder, the term“Shareholders” shall, in relation to suchShares, mean the Depositors whose SecuritiesAccounts are credited with Shares as at theBooks Closure Date, or persons whose CPFAgent Bank accounts are credited with Sharesas at the Books Closure Date

“Share Registrar” : Share Registrar of the Company, B.A.C.S.Private Limited, whose address is 63 Cantonment Road, Singapore 089758

“Transfer Date” : Five (5) Business Days after the SchemeEffective Date or such other period as theScheme Administrator may agree


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Units and Currencies

“Singapore Dollars” or “S$” : Singapore dollars and cents, respectivelyor “$” and “cents”

“%” or “per cent.” : Percentage or per centum

1.2 Interpretation

1.2.1 The term “indebtedness” means any obligation for the payment of money, whether asprincipal or surety and whether present or future, actual or contingent and “indebted”shall be construed accordingly.

1.2.2 Words denoting the singular number only shall, where applicable, include the pluralnumber and vice versa, and words denoting persons only shall, where applicable,include firms and corporations.

1.2.3 Words importing any gender shall, where applicable, include the other gender andreferences to any person shall, where applicable, include that person’s successor andpermitted assigns.

1.2.4 Any reference to a statutory provision shall include such provision and any regulationsmade in pursuance thereof as may from time to time be modified or re-enacted whetherbefore or after the date of this Scheme.

1.2.5 Any reference in this Scheme to a time of day shall be a reference to Singapore time,unless otherwise stated.

2. Background

2.1 The Company is the ultimate holding company of the Group. On 5 July 1989, the Companywas admitted to the Official List of the SGX-ST.

2.2 The Group comprised a fully integrated and diversified group of companies which carried onbusiness in the infrastructure development industry, including building construction activities,bored-piling, civil engineering, rail-track construction, manufacturing of pre-cast architecturalconcrete components and ready-mixed concrete. Seatown Construction and SeatownFoundation undertook the Group’s building construction activities and bored piling activitiesrespectively.

2.3 The Company’s financial difficulties arose from problems related to the downturn in theconstruction sector which materially affected its subsidiaries, Seatown Construction andSeatown Foundation. This in turn led to a liquidity crisis for the Company and its subsidiaries.

2.4 A number of creditors of Seatown Construction and Seatown Foundation commenced legalproceedings against the Company under the corporate guarantees issued by the Company forthe indebtedness of Seatown Construction and Seatown Foundation. The Company was notable to meet these claims by its creditors.

2.5 On 22 May 2002, the Company’s Shares were suspended from trading on the SGX MainBoard.

2.6 On 26 February 2003, the Company was placed in judicial management pursuant to an orderof the Court and Nicky Tan Ng Kuang was appointed as Judicial Manager of the Company.

2.7 After reviewing the various potential investments from interested parties, the Board of Directorsand the Judicial Manager concluded that an investment agreement with Dato’ Choo was in thebest interests of the Company and its stakeholders. On 28 December 2005, following a seriesof negotiations, the Company entered into an investment agreement with Dato’ Choo.


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2.8 On 21 August 2006, the investment agreement with Dato’ Choo was terminated when theCompany accepted the terms and conditions of the Letter of Offer from Dato’ Choo. The Letterof Offer provided that Dato’ Choo would offer 11% of the issued and paid-up ASI Shares to theShareholders and the Creditors of the Company in exchange for the entire issued and paid-upshare capital of the Company, the claims of all its Creditors against the Company, as well as topay the Judicial Manager’s Costs and Expenses. In order to give effect to the offer, theCompany would enter into a scheme of arrangement with its Shareholders and Creditors.

3. The Scheme

3.1 Share Distribution

3.1.1 The Share Distribution relates to the distribution by Dato’ Choo under the Scheme of anaggregate of 37,132,316 existing issued ASI Shares, comprising:

(i) an aggregate of 16,132,316 ASI Shares for the Shareholders; and

(ii) an aggregate of 21,000,000 ASI Shares for the Creditors.

3.1.2 Each ASI Share is valued at S$0.20, which is based on the issued and paid-up sharecapital of ASI of S$100,000,000 comprising 500,000,000 ordinary shares as at theLatest Practicable Date. An independent valuation of the entire 500,000,000 issued ASIShares stands at S$155,000,000.

3.1.3 Based on the Seatown Share Exchange Ratio, each Shareholder will receive one (1)ASI Share for approximately every 71.61 Shares. The number of ASI Shares eachShareholder will receive is calculated in accordance with its holding of Shares as at theBooks Closure Date:

(i) appearing in the register of members of the Company; or

(ii) standing to the credit of the Securities Account of each Shareholder; or

(iii) standing to the credit of the CPF Agent Bank account of each Shareholder, in thecase of persons who have purchased Shares using their CPF funds under theCPFIS.

Fractional share entitlements shall be disregarded. The equivalent dollar value for eachShare may be considered to be approximately S$0.0028 and Dato’ Choo will transferASI Shares in an aggregate value of approximately S$3,226,463 to the SchemeAdministrator, for and on behalf of the Shareholders.

3.1.4 Based on the estimated total liabilities of the Company of approximately S$36,700,000,including the estimated contingent liabilities that are likely to materialise, subject toadjudication of the claims under the Scheme, each Eligible Creditor will receive one (1)ASI Share for approximately every S$1.75 of the Eligible Creditor’s Outstandings andGuarantees (if any). Fractional share entitlements shall be disregarded. Each EligibleCreditor is expected to receive the equivalent dollar value of approximately 11.44 centsfor every S$1 of Outstandings and Guarantees (if any).

3.2 The Scheme proposed to all Shareholders

3.2.1 Pursuant to the terms of the Scheme, the following shall be effected:

(i) On the Scheme Effective Date, Dato’ Choo shall transfer to the SchemeAdministrator, for and on behalf of the existing Shareholders, an aggregate of16,132,316 ASI Shares, representing approximately 3.23% of the issued ASIShares in accordance with paragraph 4 of this Scheme.


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(ii) In consideration for each existing Shareholders’ entitlement to the aggregate of16,132,316 ASI Shares, determined in accordance with the Seatown ShareExchange Ratio, each existing Shareholder agrees to the reduction of the entireissued and paid up share capital of the Company of S$83,636,854 and thecancellation of all the share certificates in respect of the total aggregate of theExisting Shares; the allotment of a minimum of two (2) new Shares, credited asfully paid up, to Dato’ Choo; the withdrawal of the Company’s Shares from theOfficial List of the SGX-ST; and the release of the Release Parties from allobligations, warranties, indemnities, and covenants (howsoever called) and allactions, claims and potential claims in connection with the financial conditions anddifficulties of the Company and the circumstances related thereto.

(iii) The Company shall apply to the Court for confirmation of such capital reductionas may be required to give effect to the reduction of the entire issued and paid upshare capital of the Company of S$83,636,854 and the cancellation of all theshare certificates in respect of the total aggregate of 1,155,162,342 existingissued Shares referred to in paragraph 3.2.1(ii) above.

(iv) The Company’s Shares shall be withdrawn from the Official List of the SGX-STand the Company shall issue and allot a minimum of two (2) new Shares, creditedas fully paid-up, to Dato’ Choo, both of which shall take place concurrently withthe cancellation referred to in paragraph 3.2.1(ii) above.

3.3 The Scheme proposed to all Creditors

3.3.1 Pursuant to the terms of the Scheme, the following shall be effected:

(i) On the Scheme Effective Date, Dato’ Choo shall transfer to the SchemeAdministrator, for and on behalf of the Eligible Creditors, an aggregate of21,000,000 ASI Shares, representing approximately 4.20% of the issued ASIShares, in accordance with paragraph 6 of this Scheme; and

(ii) In consideration for the transfer of the aggregate of 21,000,000 ASI Shares, theScheme Administrator shall, for and on behalf of the Eligible Creditors, assigncompletely and absolutely to Dato’ Choo the rights, title and interests arising outof the Eligible Creditors’ Outstandings and the Guarantees (if any), and eachEligible Creditor shall not have any rights, interest and recourse whatsoeveragainst the Company and shall have no further claims whatsoever against theCompany in respect of their Outstandings and the Guarantees (if any).

4. Transfer of the ASI Shares to Shareholders pursuant to the Scheme

4.1 For the purpose of giving effect to the transfer of the ASI Shares to the Shareholders referredto in paragraph 3.2.1(i):

4.1.1 Shareholders who wish to have their ASI Shares credited into their Securities Account orCPF Agent Bank account shall take all necessary steps to open a Securities Account orCPF Agent Bank account and deposit with CDP their Seatown share certificatestogether with the duly executed instruments of transfer in favour of CDP no later thaneight (8) Market Days prior to the Books Closure Date to enable CDP to debit theirSecurities Accounts or CPF Agent Bank account with their Shares and thereafter, forCDP to credit their Securities Accounts or CPF Agent Bank accounts with theirentitlement to the ASI Shares determined in accordance with the Seatown ShareExchange Ratio.


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4.1.2 Dato’ Choo shall take all necessary steps to execute and/or effect any instrument of orinstruction to transfer an aggregate of 16,132,316 ASI Shares, representingapproximately 3.23% of the issued ASI Shares and deliver, on the Scheme EffectiveDate, to the Scheme Administrator, to be held for and on behalf of each Shareholder,the share certificates of such ASI Shares together with the duly executed instrument orinstruction of transfer.

4.1.3 In respect of Shareholders who are not Depositors and such Shareholders have notalready opened a Securities Account or CPF Agent Bank account in his name anddeposited his Shares with CDP and/or notified the Scheme Administrator in writing ofthe details of their Securities Account or CPF Agent Bank account no later than eight (8)Market Days prior to the Books Closure Date:

(i) The entitlements of such Shareholders to the ASI Shares shall be determined onthe basis of their holdings of Shares appearing in the register of members of theCompany on the Books Closure Date.

(ii) Such Shareholders who have not already registered their holdings of the Sharesshall take all necessary steps to register their holdings of the Shares by the BooksClosure Date with the register of members of the Company.

(iii) Each such Shareholder hereby irrevocably agrees and authorises the SchemeAdministrator to execute or effect on behalf of each such Shareholder any and allinstruments, documents or instructions as shall be necessary or as the SchemeAdministrator may reasonably require to give effect to the Scheme proposed tosuch Shareholders.

(iv) The Scheme Administrator shall, at the Transfer Date, execute such instrument(s)or instruction(s) of transfer for the relevant number of ASI Shares to the relevantShareholders. Every such instrument or instruction of transfer so executed shallbe effective as if it had been executed by the relevant Shareholder. Thereafter, therelevant share certificate(s) pertaining to such ASI Shares made out in favour ofsuch Shareholders shall be sent by ordinary post in prepaid envelopes addressedto such Shareholders at their respective addresses as found in the register ofmembers of the Company on the Books Closure Date or, in the case of jointShareholders, to the address of the first-named Shareholder, at the sole risk ofsuch Shareholders, and the Company, the Judicial Manager, the SchemeAdministrator and Dato’ Choo shall not be liable for any delay or loss intransmission of the relevant share certificate(s).

4.1.4 In respect of Shareholders who are Depositors and whose Shares are deposited withCDP as at the Books Closure Date:

(i) The entitlements of such Shareholders to the ASI Shares shall be determined onthe basis of the number of Shares standing to the credit in their respectiveSecurities Account or CPF Agent Bank account at the Books Closure Date.

(ii) Such Shareholders shall take all necessary action to ensure that the Sharesowned by them are registered in their names or in the names of their nominees bythe Books Closure Date and deposit with CDP their share certificates of theShares together with the duly executed instruments of transfer in favour of CDPnot later than eight (8) Market Days prior to the Books Closure Date to enableCDP to credit their Securities Accounts or CPF Agent Bank accounts with theirentitlement to the ASI Shares determined in accordance with the Seatown ShareExchange Ratio and debit their Securities Accounts or CPF Agent Bank accountsof the Shares.


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(iii) Each such Shareholder hereby irrevocably agrees and authorises the SchemeAdministrator to execute or effect on behalf of each such Shareholder any and allinstruments, documents or instructions as shall be necessary or as the SchemeAdministrator may reasonably require to give effect to the Scheme proposed tosuch Shareholders.

(iv) The Scheme Administrator shall, at the Transfer Date, execute such instrument(s)or instruction(s) of transfer for the relevant number of ASI Shares to the relevantShareholders, deposit the relevant share certificate(s) pertaining to such ASIShares with CDP, and provide instructions to CDP to debit all of the Sharesstanding to the credit of the Securities Account or CPF Agent Bank account ofsuch relevant Shareholders and thereafter credit the relevant number of ASIShares notified to it by the Scheme Administrator into the Securities Account orCPF Agent Bank account of such Shareholders. Every such instrument orinstruction of transfer so executed by the Scheme Administrator shall be effectiveas if it had been executed by the relevant Shareholder.

4.2 With regards to Overseas Shareholders, the applicability of the Scheme to such persons maybe affected by the laws of the relevant foreign jurisdictions. In particular, the distribution of thisScheme in jurisdictions outside Singapore may be restricted by law.

4.2.1 Accordingly, Overseas Shareholders should inform themselves about and seek adviceon and observe any applicable legal requirements. Any failure to comply with suchrestrictions may constitute a violation of applicable securities laws.

4.2.2 This Scheme Document will not be sent to any Overseas Shareholders due to potentialrestrictions on sending such documents into the relevant overseas jurisdictions.Notwithstanding that Overseas Shareholders may not receive a copy of the SchemeDocument, they shall be bound by the Scheme if the Requisite Shareholders’ Approvalis obtained, and the Scheme is sanctioned by the Court. Accordingly, subject asprovided herein, the ASI Shares will be credited to their Securities Account with CDP ortheir CPF Agent Bank account in accordance with the procedures set out above or theywill be issued physical share certificates in respect of the ASI Shares, as the case maybe.

4.2.3 This Scheme does not constitute an offer or an invitation in any place outside Singaporewhere, or to any person to whom, it would be unlawful to make such an offer or invitationand in such case, Dato’ Choo, the Company, the Judicial Manager and/or the SchemeAdministrator shall not at any time be under any obligation to transfer any ASI Shares toOverseas Shareholders whether by crediting their Securities Accounts or CPF AgentBank accounts with the relevant number of ASI Shares or by the dispatch of physicalshare certificates for the ASI Shares. In any case where the Scheme Administrator is, inhis sole discretion, of the view that the distribution of the ASI Shares to any OverseasShareholder may infringe any relevant foreign law or necessitate compliance withconditions or requirements which they regard as onerous by reason of costs, delay orotherwise, the Scheme Administrator may, in his sole discretion, determine that suchASI Shares shall not be transferred to such Overseas Shareholder who would otherwisehave been entitled thereto, but shall be transferred to such nominee(s) as the SchemeAdministrator may, in his sole discretion, appoint, who shall sell the same as soon aspracticable at the sole discretion of such nominee(s), and (subject to the suspension intrading of the ASI Shares on the SGX-ST being lifted) thereafter distribute the aggregateamount of the net proceeds, after deducting all dealing and other expenses inconnection therewith, proportionately amongst such Overseas Shareholders as the casemay be, in accordance with their respective entitlements to the ASI Shares, in fullsatisfaction of their rights to the ASI Shares to which they would otherwise have becomeentitled, provided that where the net proceeds to which any Overseas Shareholder isentitled shall be less than S$10.00, such net proceeds shall be retained for the benefit ofthe Company, and no Overseas Shareholders shall have any claim whatsoever againstDato’ Choo, the Company, the Judicial Manager, the Scheme Administrator and/or CDPin connection therewith.


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4.2.4 Any Overseas Shareholder who does not claim his sale proceeds prior to the date fallingsix (6) calendar months after the date of distribution of the net sale proceeds(“Cessation Date”) or if for any reason whatsoever, any payment made to an OverseasShareholder pursuant to this Scheme is not received by that Overseas Shareholder,such Overseas Shareholder shall be deemed to have waived, released and dischargedall his rights to such sale proceeds with effect after the Cessation Date. Accordingly,after the Cessation Date, the Scheme Administrator, the Company and Dato’ Choo shallbe released from any further obligation to make any payments under this Scheme andthe Scheme Administrator shall retain for the benefit of the Company the balance (if any)of the sales proceeds (including any accrued interest) subject, if applicable, to thededuction of interest, tax or any withholding tax or any other deduction required by lawand subject to the deduction of any expenses incurred by the Company in connectionwith such deductions, and no Overseas Shareholder shall have any claim whatsoeveragainst Dato’ Choo, the Company and/or the Scheme Administrator in connectiontherewith.

4.2.5 For the avoidance of doubt, the Scheme is proposed to all Shareholders of the Companyand applies to all Shareholders of the Company, including those to whom this documenthas not been and will not be sent. Notwithstanding that such Shareholders may notreceive notices or documents relating to the Scheme, they shall be bound by theScheme if the Scheme becomes effective.

5. Capital Reduction, Cancellation of the Existing Shares, Allotment of new Shares, andDe-listing of the Company’s Shares pursuant to the Scheme

5.1 In consideration for each existing Shareholders’ entitlement to the aggregate of 16,132,316 ASIShares, determined in accordance with the Seatown Share Exchange Ratio, each existingShareholder agrees to:

(i) the reduction of the entire issued and paid up share capital of the Company ofS$83,636,854;

(ii) the cancellation of all the share certificates in respect of the total aggregate of theissued Existing Shares;

(iii) the allotment of a minimum of two (2) new Shares, credited as fully paid up, to Dato’Choo; and

(iv) the withdrawal of the Company’s Shares from the Official List of the SGX-ST.

5.2 Capital Reduction and Cancellation of the Existing Shares

5.2.1 Pursuant to the terms of the Scheme, the Company shall apply to the Court forconfirmation of such capital reduction and cancellation of the Existing Shares as may berequired to give effect to paragraph 3.2.1(iii) above.

5.2.2 The credit arising in the Company’s books of account as a result of the reduction ofcapital of the Company of S$83,636,854 will be applied towards writing off part of theaccumulated losses of the Company. As at 30 September 2006, the accumulated lossesof the Company were approximately S$114,765,000.

5.2.3 As soon as reasonably practicable after such capital reduction and cancellation of theExisting Shares becoming effective in accordance with Section 78(I)(3) of theCompanies Act:

(i) upon written notification of the same by the Scheme Administrator, save for aminimum of two (2) Shares issued to Dato’ Choo in connection with the Scheme,


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the registration of each Shareholder who is not a Depositor and the respectiveholdings of Shares in the register of members of the Company as at the BooksClosure Date shall be cancelled;

(ii) upon written notification of the same by the Scheme Administrator, CDP and theShareholders who are not Depositors are to forward their existing sharecertificates relating to their Shares to the Share Registrar of the Company at therequest of the Company for cancellation; and

(iii) each existing share certificate representing a former holding of Shares by theShareholders who are not Depositors, save for a minimum of two (2) Sharesissued to Dato’ Choo in connection with the Scheme, will cease to be evidence oftitle to the Shares represented thereby and all existing share certificates relatingto the Existing Shares shall be cancelled and shall cease to be valid for anypurpose whatsoever, whether or not such share certificates are returned to theCompany for cancellation.

5.3 De-listing of the Company’s Shares pursuant to the Scheme

Pursuant to the terms of the Scheme, on or as soon as reasonably practicable after theScheme Effective Date, and concurrently with the cancellation of the Existing Shares referredto in paragraph 3.2.1(iii) above, the Company’s Shares shall be withdrawn from the Official Listof the SGX-ST.

5.4 Allotment of new Shares pursuant to the Scheme

Pursuant to the terms of the Scheme, on or as soon as reasonably practicable after theScheme Effective Date, and concurrently with the cancellation of the Existing Shares referredto in paragraph 3.2.1(iii) above, the Company shall issue and allot a minimum of two (2) newShares, credited as fully paid-up, to Dato’ Choo.

6. The Transfer of ASI Shares to Eligible Creditors

6.1 For the purpose of giving effect to the transfer of the ASI Shares to the Creditors referred to inparagraph 3.3.1(ii):

6.1.1 Eligible Creditors who wish to have their ASI Shares credited into their SecuritiesAccount or CPF Agent Bank account shall take all necessary steps to open a SecuritiesAccount or CPF Agent Bank account and/or notify the Scheme Administrator in writingof the details of their Securities Account or CPF Agent Bank account not later than eight(8) Market Days prior to the Transfer Date to enable CDP to credit their SecuritiesAccounts or CPF Agent Bank account with their entitlement to the ASI Sharesdetermined in accordance with the Scheme.

6.1.2 The entitlements of each Eligible Creditor shall be determined on a pari passu and pro-rata basis of each such Eligible Creditor’s Outstandings and calculated in the followingproportions (rounded to the nearest whole figure):

Each Eligible Creditor’s Outstandings X 21,000,000 ASI SharesAggregate of the Eligible Creditors’ Outstandings

6.1.3 Dato’ Choo shall take all necessary steps to execute and/or effect any instrument of orinstruction to transfer an aggregate of 21,000,000 ASI Shares, representingapproximately 4.20% of the issued ASI Shares and deliver, on the Scheme EffectiveDate, to the Scheme Administrator, to be held for and on behalf of each Eligible Creditor,the share certificates of such ASI Shares together with the duly executed instrument orinstruction of transfer in favour of CDP.


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6.1.4 In respect of Eligible Creditors who are not Depositors and such Eligible Creditors havenot already opened a Securities Account or CPF Agent Bank account in his nameand/or notified the Scheme Administrator in writing of the details of their SecuritiesAccount or CPF Agent Bank account no later than eight (8) Market Days prior to theTransfer Date:

(i) Each such Eligible Creditor hereby irrevocably agrees and authorises the SchemeAdministrator to execute or effect on behalf of each such Eligible Creditor any andall instruments, documents or instructions as shall be necessary or as theScheme Administrator may reasonably require to give effect to the Schemeproposed to such Eligible Creditor;

(ii) The Scheme Administrator shall, at the Transfer Date, execute such instrument(s)or instruction(s) of transfer for the relevant number of ASI Shares to the relevantEligible Creditors. Every such instrument or instruction of transfer so executedshall be effective as if it had been executed by the relevant Eligible Creditors; and

(iii) Thereafter, the relevant share certificate(s) pertaining to such ASI Shares madeout in favour of such Eligible Creditors shall be sent by ordinary post in prepaidenvelopes addressed to such Eligible Creditors at their respective registeredaddresses in Singapore or such other addresses as any such Eligible Creditorsmay notify to the Company, Judicial Manager or the Scheme Administrator, as thecase may be, at the sole risk of such Eligible Creditors, and the Company, theJudicial Manager, the Scheme Administrator and Dato’ Choo shall not be liable forany delay or loss in transmission of the relevant share certificate(s).

6.1.5 In respect of Eligible Creditors who are Depositors and/or have opened a SecuritiesAccount or CPF Agent Bank account and/or notified the Scheme Administrator in writingof the details of their Securities Account or CPF Agent Bank account pursuant toparagraph 6.1.1:

(i) Each such Eligible Creditor hereby irrevocably agrees and authorises the SchemeAdministrator to execute or effect on behalf of each such Eligible Creditor any andall instruments, documents or instructions as shall be necessary or as theScheme Administrator may reasonably require to give effect to the Schemeproposed to such Eligible Creditor; and

(ii) The Scheme Administrator shall, at the Transfer Date, execute such instrument(s)or instruction(s) of transfer for the relevant number of ASI Shares to the relevantEligible Creditors, deposit the relevant share certificate(s) pertaining to such ASIShares with CDP, and provide instructions to CDP to credit the relevant number ofASI Shares notified to it by the Scheme Administrator into the Securities Accountor CPF Agent Bank account of such Eligible Creditors. Every such instrument orinstruction of transfer so executed by the Scheme Administrator shall be effectiveas if it had been executed by the relevant Eligible Creditors.

6.2 With regards to Overseas Creditors, the applicability of the Scheme to such persons may beaffected by the laws of the relevant foreign jurisdictions. In particular, the distribution of thisScheme in jurisdictions outside Singapore may be restricted by law.

6.2.1 Accordingly, Overseas Creditors should inform themselves about and seek advice onand observe any applicable legal requirements. Any failure to comply with suchrestrictions may constitute a violation of applicable securities laws.

6.2.2 This Scheme Document will not be sent to any Overseas Creditors due to potentialrestrictions on sending such documents into the relevant overseas jurisdictions.Notwithstanding that Overseas Creditors may not receive a copy of the SchemeDocument, they shall be bound by the Scheme if the Requisite Creditors’ Approval is


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obtained, and the Scheme is sanctioned by the Court. Accordingly, subject as providedherein, the ASI Shares will be credited to their Securities Account or CPF Agent Bankaccount with CDP in accordance with the procedures set out above or they will beissued physical share certificates in respect of the ASI Shares, as the case may be.

6.2.3 This Scheme does not constitute an offer or an invitation in any place outside Singaporewhere, or to any person to whom, it would be unlawful to make such an offer or invitationand in such case, Dato’ Choo and/or the Judicial Manager and/or the SchemeAdministrator shall not at any time be under any obligation to transfer any ASI Shares toOverseas Creditors whether by crediting their Securities Accounts or CPF Agent Bankaccounts with the relevant number of ASI Shares or by the dispatch of physical sharecertificates for the ASI Shares. In any case where the Scheme Administrator is, in hissole discretion, of the view that the distribution of the ASI Shares to any OverseasCreditor may infringe any relevant foreign law or necessitate compliance with conditionsor requirements which they regard as onerous by reason of costs, delay or otherwise,the Scheme Administrator may determine, in his sole discretion, that such ASI Sharesshall not be transferred to such Overseas Creditor who would otherwise have beenentitled thereto, but shall be transferred to such nominee(s) as the SchemeAdministrator may, in his sole discretion, appoint, who shall sell the same as soon aspracticable at the sole discretion of such nominee(s), and (subject to the suspension intrading of the ASI Shares on the SGX-ST being lifted) thereafter distribute the aggregateamount of the net proceeds, after deducting all dealing and other expenses inconnection therewith, proportionately amongst such Overseas Creditors as the casemay be, in accordance with their respective entitlements to the ASI Shares, in fullsatisfaction of their rights to the ASI Shares to which they would otherwise have becomeentitled, provided that where the net proceeds to which any Overseas Creditor is entitledshall be less than S$10.00, such net proceeds shall be retained for the benefit of theCompany, and no Overseas Creditors shall have any claim whatsoever against Dato’Choo, the Company, the Judicial Manager, the Scheme Administrator and/or CDP inconnection therewith.

6.2.4 Any Overseas Creditor who does not claim his sale proceeds prior to the date falling six(6) calendar months after the Cessation Date or if for any reason whatsoever, anypayment made to an Overseas Creditor pursuant to this Scheme is not received by thatOverseas Creditor, such Overseas Creditor shall be deemed to have waived, releasedand discharged all his rights to such sale proceeds with effect after the Cessation Date.Accordingly, after the Cessation Date, the Scheme Administrator, the Company andDato’ Choo shall be released from any further obligation to make any payments underthis Scheme and the Scheme Administrator shall retain for the benefit of the Companythe balance (if any) of the sales proceeds (including any accrued interest) subject, ifapplicable, to the deduction of interest, tax or any withholding tax or any other deductionrequired by law and subject to the deduction of any expenses incurred by the Companyin connection with such deduction, and no Overseas Creditor shall have any claimwhatsoever against Dato’ Choo, the Company and/or the Scheme Administrator inconnection therewith.

6.2.5 For the avoidance of doubt, the Scheme is proposed to all Creditors of the Companyand applies to all Creditors of the Company, including those to whom this document hasnot been and will not be sent. Notwithstanding that such Creditors may not receivenotices or documents relating to the Scheme, they shall be bound by the Scheme if theScheme becomes effective.


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7 Assignment of Outstandings and Guarantees

7.1 In consideration for the Eligible Creditors’ entitlement to the ASI Shares, determined inaccordance with the terms of this Scheme, the Eligible Creditors shall assign completely andabsolutely to Dato’ Choo the Outstandings and the Guarantees (if any).

7.2 Each Eligible Creditor hereby irrevocably agrees and authorises the Scheme Administrator, forand on behalf of each Eligible Creditor, to execute and deliver to Dato’ Choo, any and allinstruments and documents as shall be necessary or as Dato’ Choo may reasonably require toperfect the assignment herein, including but not limited to the Notice of Assignment in or insubstantially the form appended in Schedule 1.

7.3 Upon the assignment of the Eligible Creditors’ Outstandings and the Guarantees to Dato’ Chooreferred to in paragraph 7.1 above, and without prejudice to paragraph 8.1, such EligibleCreditors shall not have any rights, interests and recourse whatsoever against the Companyand shall have no further claims whatsoever against the Company in respect of theirOutstandings and the Guarantees.

7.4 In respect of the assignment of the Eligible Creditors’ Outstandings and the Guarantees toDato’ Choo referred to in paragraph 7.1 above, such Eligible Creditors shall not:

(i) challenge the validity or enforceability of the Assignment;

(ii) do or authorise any third party to do any act which would or might invalidate or beinconsistent with the Assignment; or

(iii) omit or authorise any third party to omit to do any act which, by its omission, would havethe effect or character set out in paragraphs 7.4 (i) and (ii) above.

7.5 If the assignment of the Eligible Creditors’ Outstanding and/or the Guarantees to Dato’ Chooreferred to in paragraph 7.1 above is subsequently declared, held, adjudged or deemed to beinvalid, illegal or unenforceable, such Eligible Creditors undertake to transfer and/or pay over toDato’ Choo all benefits and/or proceeds received under the Guarantees as soon as reasonablypracticable.

8. Release, Discharge and Discontinuance

8.1 In the event that Dato’ Choo fully and completely discharges and performs all his obligationsunder paragraphs 4.1.2 and 6.1.3 within the Scheme Period, then:

8.1.1 The Company shall be completely and absolutely released and discharged from allclaims, obligations and liabilities (whether actual, contingent or otherwise) andindebtedness (whether as principal debtor or surety) of the Company to each and all theEligible Creditors whatsoever and howsoever arising out of or in connection with any andall agreements, transactions, dealings and matters effected or entered into or occurringat any time prior to 26 February 2003.

8.1.2 Each of the Creditors shall within fourteen (14) days after being so requested by theCompany discontinue and terminate any and all legal proceedings commenced by itagainst the Company in any jurisdiction for the payment or recovery of its claims andindebtedness or any other sum due or owed by the Company under or arising from or inrespect of any and all agreements, transactions, dealings and matters effected orentered into with the Company or occurring prior to 26 February 2003, which remainpending as at the Scheme Period.

8.1.3 Each of the Shareholders shall unconditionally and irrevocably waive, and the ReleaseParties shall be released from all of its respective obligations (including any paymentobligations), warranties, indemnities and covenants (howsoever called), all actions,claims and potential claims, whether statutory, contractual, tortuous or otherwise against


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any of the Release Parties arising from any prior acts, omissions or events in connectionwith the financial conditions and difficulties of the Company and the circumstancesrelated thereto.

8.2 On the Scheme Effective Date, any claim(s) against the Company by any Creditor who failed tolodge, or is not deemed by virtue of paragraph 13.2 below to have submitted, its Proof of Debton or before the Proof of Debt Submission Date, and the Guarantees of such Creditor, shall bedeemed to be waived, released, discharged, extinguished and terminated under this Scheme,and the Creditor shall not have any rights, interests and claims whatsoever to the Outstandingsand Guarantees.

8.3 Subject to the terms of this Scheme, upon obtaining the Requisite Shareholders Approval, theRequisite Eligible Creditors’ Approval of the Scheme and the approval by the Shareholders ofthe resolutions at the EGM to give effect to the Scheme, the Judicial Manager shall thereafterapply for the discharge of the judicial management order made on 26 February 2003 in relationto the Company and the release of the Judicial Manager from liability in the terms as providedfor in Sections 227J(4) and 227Q(4) of the Companies Act.

9. Scheme Effective Date and Conditions Precedent

9.1 This Scheme shall become effective, subject to the conditions precedents set out in paragraph9.2 below, upon the date of lodgement with ACRA of a copy of the Order of Court sanctioningthis Scheme under Section 210(5) of the Companies Act or such earlier date as the Court maydetermine and as may be specified in the Order of Court.

9.2 The Scheme is subject, inter alia, to the following conditions precedent being satisfied orwaived (as the case may be):

9.2.1 All necessary approvals and consents from all relevant government, regulatory andother authorities and third parties in Singapore and other relevant jurisdictions to effectand complete the Scheme being obtained.

9.2.2 Approval of the Scheme by at least three-fourths (75%) in value of the Creditors presentand voting at the Court Meeting of Creditors.

9.2.3 Approval of the Scheme by at least a majority in number representing three-fourths(75%) in value of the Shareholders present and voting at the Court Meeting ofShareholders.

9.2.4 Approval by the Shareholders at the EGM to be convened to approve and give effect tothe Scheme and all matters incidental to or in connection with the Scheme, including thereduction of the share capital of the Company, the cancellation of the Existing Sharesheld by the Shareholders, the issue of new Shares to Dato’ Choo, and the de-listing ofthe Company’s Shares from the Official List of the SGX-ST.

9.2.5 A ruling having been made by SIC that the Scheme is in compliance with and/orexempted from the provisions of the Singapore Code on Take-overs and Mergers andprocedures applicable to the Scheme.

9.2.6 The completion of the HSMC Acquisition, which would include obtaining the relevantapprovals from the Foreign Investment Committee of Malaysia.

9.2.7 Approval of the Scheme by the Court pursuant to Section 210(3) of the Companies Act.

9.2.8 The eligibility-to-list granted by the SGX-ST for the listing of ASI Shares on the SGX-SESDAQ has not been revoked or withdrawn.


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10. Termination of Scheme

10.1 Notwithstanding anything to the contrary herein, this Scheme shall terminate and shall ceaseto have any effect at all upon the occurrence of any of the following events:

10.1.1 Dato’ Choo fails to perform and discharge any of its obligations under paragraphs3.2.1, 3.3.1, 4.1.2, 6.1.3 and 18.2 of this Scheme.

10.1.2 The failure to obtain the sanction and confirmation by the Court of the reduction ofthe share capital of the Company and the cancellation of the Existing Shares of theCompany.

10.1.3 The failure to allot of a minimum of two (2) new Shares, credited as fully paid up, toDato’ Choo.

10.1.4 The failure to de-list the Company’s Shares from the Official List of the SGX-ST.

10.1.5 The eligibility-to-list granted by the SGX-ST for the listing of ASI Shares on the SGX-SESDAQ having been revoked or withdrawn.

10.2 Upon termination of this Scheme pursuant to paragraph 10.1 above, all parties shallrevert to the position as if this Scheme had not been effected.

11. Conclusion of this Scheme by performance

11.1 Subject to the terms hereunder, this Scheme shall terminate and be concluded absolutely andimmediately by performance when:

11.1.1 All ASI Shares under the Scheme have been transferred to the Shareholders.

11.1.2 All ASI Shares under the Scheme have been transferred to the Eligible Creditors(including but not limited to the ASI Shares held by the Scheme Administrator in theevent the claim stated in a Proof of Debt, whether in whole or in part, is a ContingentClaim), all Disputed Claims have been fully adjudicated and either fully dischargedand satisfied or herein or determined in favour of the Company.

11.1.3 All ASI Shares being payment for the Judicial Manager’s Costs and Expenses havebeen transferred by Dato’ Choo to the Judicial Manager.

11.1.4 The reduction of the share capital of the Company and the cancellation of theExisting Shares of the Company pursuant to paragraph 3.2.1(iii) have been dulyeffected.

11.1.5 A minimum of two (2) new Shares, credited as fully paid up, have been allotted toDato’ Choo pursuant to paragraph 3.2.1(iv).

11.1.6 The Company’s Shares have been withdrawn from the Official List of the SGX-STpursuant to paragraph 3.2.1(iv).

11.1.7 The Scheme Administrator has, on behalf of the Eligible Creditors, assignedcompletely and absolutely to Dato’ Choo the Eligible Creditors’ Outstandings and theGuarantees (if any), which may be waived at the sole and absolute discretion ofDato’ Choo.


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12. No Further Action

12.1 No Creditor shall before the termination of the Scheme pursuant to paragraph 10 or 11 takeany action or commence or continue any proceedings against the Company in any jurisdictionfor the recovery of any sum in respect of that Creditor’s Outstandings or the Guarantee(s) orany other sum for which the Company is liable under or arising from or in respect of any or allagreements, transactions, dealings and matters effected or entered into with the Company oroccurring prior to 26 February 2003.

13. Creditors’ Participation in the Scheme

13.1 In order to vote at the Court Meeting of Creditors, each Creditor must have lodged a Proof ofDebt with the Judicial Manager at the Specified Address on or before the Proof of DebtSubmission Date.

13.2 For the purpose of this Scheme, a Creditor shall be deemed to have submitted its Proof ofDebt to the Judicial Manager at the Specified Address before the Proof of Debt SubmissionDate if such Creditor has submitted to the Judicial Manager at any time on or before the Proofof Debt Submission Date any proof of debt in the course of the judicial management of theCompany. Such proof of debt shall constitute such Creditor’s Proof of Debt for the purpose ofthis Scheme.

13.3 A Creditor who has already submitted a proof of debt to the Judicial Manager at any time on orbefore the Proof of Debt Submission Date in the course of the judicial management of theCompany shall be entitled to lodge a revised Proof of Debt on or before the Proof of DebtSubmission Date to update its Outstandings.

13.4 If the Judicial Manager does not receive any revised proof of debt from such Creditor by theProof of Debt Submission Date, the proof of debt submitted by that Creditor to the JudicialManager at any time on or before the Proof of Debt Submission Date in the course of thejudicial management of the Company shall be deemed to be the Proof of Debt lodged by theCreditor for the purpose of the Scheme.

13.5 A Creditor who has submitted or deemed to have submitted a Proof of Debt under the Schemeshall forthwith notify the Judicial Manager or the Scheme Administrator of all amounts (otherthan that stated in the said Proof of Debt) paid to or received by such Creditor, on or after 26February 2003 and up to and including the date the Court sanctions the Scheme, in reductionof any amount for which the Company is liable or indebted as at 26 February 2003 to thatCreditor.

13.6 Notwithstanding anything to the contrary herein, in the event that any Creditor fails to lodge aProof of Debt with the Judicial Manager at the Specified Address on or before the Proof ofDebt Submission Date, that Creditor shall not be entitled to receive any benefits under theScheme unless that Creditor is deemed to have submitted its Proof of Debt to the JudicialManager at the Specified Address before the Proof of Debt Submission Date by virtue ofparagraph 13.2 above or that Creditor’s Proof of Debt is admitted by the Judicial Manager orthe Scheme Administrator notwithstanding that the Proof of Debt was lodged after the Proof ofDebt Submission Date, and upon the Scheme becoming effective, any claim(s) against theCompany by any Creditor who failed to lodge its Proof of Debt on or before the Proof of DebtSubmission Date, and the Guarantees of such Creditor, shall be deemed to be waived,released, discharged, extinguished and terminated under this Scheme, and the Creditor shallnot have any rights, interests and claims whatsoever to such Outstandings and Guarantees(unless such Creditor is admitted to vote at the discretion of the Chairman of the CourtMeeting of Creditors or admitted to receive the benefits at the sole discretion of the SchemeAdministrator).

13.7 Where a Creditor has lodged more than one Proof of Debt (other than a revised Proof of Debtlodged pursuant to paragraph 13.3 above) in respect of more than one claim by virtue of whichit claims to be a Creditor, the Creditor and its respective claims shall, for the purposes of theScheme, be treated as if each of such claims were due to one and the same person or entity.


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13.8 For the purpose of voting at the Court Meeting of Creditors, the amount of Outstandings ofeach Eligible Creditor shall be determined by admission by the Judicial Manager of the amountstated by such Eligible Creditor in his Proof of Debt and taking into account:

(i) all amounts paid to or received by such Eligible Creditor, on or after 26 February 2003and up to and including the Proof of Debt Submission Date; and

(ii) the value as at Proof of Debt Submission Date of any and all assets held by suchCreditor as security for any indebtedness or liability of the Company

in reduction of any amount for which the Company is liable or indebted as at 26 February 2003to that Eligible Creditor.

13.9 The admission by the Judicial Manager or the Company or the Scheme Administrator of anyclaim or amount of any claim in any proof of debt of any Creditor or the value of any assetsheld by any Creditor as security for its Outstandings for the purpose of voting at any Creditors’meeting convened for any purpose, including for the purpose of approving this Scheme, shallnot constitute an admission by the Judicial Manager or the Company or the SchemeAdministrator to any claim or the amount claimed in the proof of debt of that Creditor for thepurpose of determining the entitlement of the Creditor to any distribution or benefit under thisScheme.

13.10 The Proofs of Debt shall be reviewed and adjudicated by the Scheme Administrator for thepurposes of determining the Creditors’ entitlement to receive the benefits under the Scheme.For the purposes of the Scheme, the value of any claim not denominated in Singapore Dollarsshall be converted to Singapore Dollars at the Relevant Currency Conversion Rate as at theProof of Debt Submission Date.

13.11 For the purposes of determining a Creditor’s entitlement to any distribution or benefits underthe Scheme:

13.11.1 The Scheme Administrator may in his absolute discretion adopt in whole or in partthe Outstandings admitted by the Judicial Manager.

13.11.2 The Scheme Administrator may in his absolute discretion, in respect of every Proof ofDebt which has been submitted in accordance with this Scheme, admit or reject anysuch debts or claims in whole or in part to be due or payable by the Company.

13.11.3 The Scheme Administrator shall have the discretion to decide whether to admit anyProof of Debt, notwithstanding that the Proof of Debt was lodged after the Proof ofDebt Submission Date.

13.11.4 The Scheme Administrator may call for any Creditor to give evidence or furtherevidence by a statutory declaration or otherwise in support of his Proof of Debt asthe Scheme Administrator thinks fit.

13.11.5 The Scheme Administrator may, whether or not such evidence or further evidence iscalled for and whether or not such evidence or further evidence is made available tothe Scheme Administrator, reject any such debt or claim whether in whole or in part.


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13.11.6 The amount of the Outstandings of any Creditor shall be determined by the SchemeAdministrator by:

(i) admission of the amount stated by that Creditor in his Proof of Debt and takinginto account all amounts paid to or received by such Creditor on or after 26February 2003 and up to and including the date the Court sanctions theScheme and the value as at Proof of Debt Submission Date of any and allassets held by such Creditor as security for any indebtedness or liability to thatCreditor in reduction of any amount for which the Company is liable orindebted as at 26 February 2003 to be the amount of the Creditor’sOutstandings;

(ii) by agreement between that Creditor and the Scheme Administrator; or

(iii) in the absence of such agreement between that Creditor and the SchemeAdministrator, by the Court.

13.11.7 The value of any asset held by any Creditor as security for any indebtedness orliability of the Company to that Creditor shall be determined by the SchemeAdministrator by:

(i) admission of the amount stated by that Creditor in his Proof of Debt to be thevalue of the security;

(ii) agreement between that Creditor and the Scheme Administrator; or

(iii) in the absence of such agreement between that Creditor and the SchemeAdministrator, by the Court.

13.11.8 The Eligible Creditors whose Proof of Debt have been admitted and adjudicated bythe Scheme Administrator shall accept the benefits under the Scheme in fullsatisfaction of their Outstandings.

13.11.9 If the Scheme Administrator rejects any Proof of Debt or disputes the claim in theProof of Debt in whole or in part, he shall notify the Creditor in writing of the rejectionor dispute (as the case may be) and call upon the Creditor to commenceproceedings against the Company in Court within twenty-one (21) days from the dateof delivery of the notice to determine whether the debt or claim in dispute is payableby the Company. Such Creditor shall bear all costs and expenses incurred by theCreditor in relation to or arising from such proceedings in Court to determine whetherthe debt or claim in dispute is payable by the Company and shall not seek any orderfor costs to be paid to the Creditor regardless of the outcome of the proceedings inCourt and neither the Company nor the Scheme Administrator shall be liable to theCreditor for any and all costs, fees and expenses incurred by the Creditor in disputingthe determination of the Scheme Administrator and in relation to or arising from theproceedings in Court.

13.11.10 Any Creditor who fails to commence such proceedings within twenty-one (21) daysfrom the date of delivery of the notice shall be deemed to have accepted the SchemeAdministrator’s rejection of the Proof of Debt in whole or in part thereof (as the casemay be) and the Scheme Administrator’s decision or determination of such Creditor’sOutstanding. Such Creditor will not be entitled to receive any benefits under theScheme to the extent of such rejected claim(s) and such claim(s) shall be deemed tobe forever waived, released, discharged and extinguished.


E-24

13.11.11 In respect of any Creditor of the Company whose claim stated in a Proof of Debt,whether in whole or in part, is disputed by the Scheme Administrator to be due andpayable and is the subject of proceedings in Court commenced by the relevantCreditor in accordance with paragraph 13.12 above for the purposes of adjudicatingthe same (“Disputed Claim”) which is pending adjudication in accordance withparagraph 13.12 above, the Scheme Administrator shall hold the relevant portion ofthe ASI Shares to be distributed in accordance with the Scheme, pending theadjudication of the Disputed Claim.

13.11.12 If the adjudication of the Court is in favour of the Creditor or if there is a settlementreached on behalf of the Company with the Creditor where amounts are payable tosuch Creditor, the Scheme Administrator shall cause the relevant number of ASIShares so held to be distributed to the relevant Creditor to the extent of the amountadjudicated or agreed to be due and owing to him by the Company and subject to theassignment to Dato’ Choo in accordance with paragraph 7 set out on page E-18 ofthis Scheme.

13.11.13 The ASI Shares held by the Scheme Administrator pursuant to this paragraph whichare not distributed to such Creditors after the resolution of all Disputed Claims shall,at the discretion of the Scheme Administrator, be distributed in specie to the EligibleCreditors, or sold by the Scheme Administrator within four (4) weeks, and the netproceeds (if any) thereof, after deducting all dealing and other expenses inconnection with the sale, distributed to the Eligible Creditors.

13.11.14 In respect of any Creditor whose claim stated in a Proof of Debt, whether in whole orin part, is a Contingent Claim, the Scheme Administrator shall hold the relevantportion of the ASI Shares to be distributed in accordance with the Scheme, based onthe proportionate amount of the Contingent Claim in relation to the Outstandings, aslong as such claim remains contingent.

13.11.15 If such Contingent Claim is constituted a present claim by the occurrence of therelevant contingency, the ASI Shares so transferred to the Scheme Administratorshall cause the relevant number of ASI Shares so held to be distributed to therelevant Creditor to the extent of the amount adjudicated or agreed to be due andowing to him and subject to the assignment to Dato’ Choo in accordance withparagraph 7 set out on page E-18 of this Scheme.

13.11.16 If the relevant contingency does not occur by the first (1st) year anniversary of theScheme Effective Date, the ASI Shares held by the Scheme Administrator pursuantto this paragraph which are not distributed to such Creditors shall, at the discretion ofthe Scheme Administrator, be distributed in specie to the Eligible Creditors, or sold bythe Scheme Administrator within four (4) weeks after the first (1st) year anniversary ofthe Scheme Effective Date, and the net proceeds (if any) thereof, after deducting alldealing and other expenses in connection with the sale, distributed to the EligibleCreditors. Such Creditor whose Contingent Claim(s) is not constituted a present claimby the occurrence of the relevant contingency by the first (1st) year anniversary of theScheme Effective Date will not be entitled to receive any benefits under the Schemeto the extent of such Contingent Claim(s) and such claim(s) shall be deemed to beforever waived, released, discharged and extinguished.

14. Scheme Administrator

14.1 The Scheme Administrator shall through its personnel or agents implement the Scheme inaccordance with the terms of this Scheme. Save as expressly provided in this Scheme, theScheme Administrator shall not be deemed to act as an agent for the Creditors collectively orindividually or as an agent for the Company or Dato’ Choo or CDP but merely as a coordinatorof the Scheme.


E-25

14.2 The rights, powers and duties of the Scheme Administrator shall be as follows:

14.2.1 To administer and implement the Scheme.

14.2.2 To perform its obligations as set out in paragraph 13 as well as those obligationsexpressly set out in the other paragraphs of this Scheme.

14.2.3 To, if he thinks fit, at any time summon a meeting of the Company’s Creditors and/orShareholders.

14.2.4 To exercise all powers necessary to administer, implement and perform its obligationsunder this Scheme.

14.3 The Scheme Administrator may resign at any time if he gives at least thirty (30) days’ notice tothe Company, the Creditors, the Shareholders and Dato’ Choo. However, no resignation shallbe effective until a successor has been appointed and accepted its appointment in accordancewith this sub-paragraph. The Creditors and Dato’ Choo may appoint a successor to theresigning Scheme Administrator but, if the successor has not been so appointed and acceptedits appointment within fifteen (15) days after the date of the notice of resignation, the resigningScheme Administrator may appoint a successor as such with the capacity and experience toundertake the duties of the Scheme Administrator and acceptable to the Creditors and Dato’Choo. Any appointment of a successor must be in writing, signed by the person(s) appointingthat successor and delivered to that successor. Any acceptance of such appointment must bein writing, signed by the person appointed and delivered to the person(s) appointing thatsuccessor. The other parties to this Scheme shall be promptly informed of the acceptance bya successor Scheme Administrator. Upon the successor accepting its appointment, theresigning Scheme Administrator shall be automatically discharged from any further obligationunder this Scheme and its successor and each of the other parties to this Scheme shall havethe same rights and obligations among themselves as they would have had if the successorhad been the original Scheme Administrator party to this Scheme. The resigning SchemeAdministrator shall provide its successor with (or with copies of) such records as its successorrequires to carry out its duties under this Scheme.

14.4 Where any action on the part of the Scheme Administrator requires the consent or approval ofthe Creditors, or Shareholders or Dato’ Choo (as the case may be) under this Scheme, suchconsent or approval may be provided by written communication to the Scheme Administratorand he shall be entitled to rely on such written communication without the necessity ofsummoning a meeting of the Company’s Creditors and/or Shareholders to obtain the requisiteconsent or approval.

14.5 Exclusion of liability and Indemnity

14.5.1 The Judicial Manager and the Scheme Administrator shall not be responsible to anyShareholder or Creditor or Dato’ Choo:

(i) For the adequacy, accuracy and/or completeness of any information (whetheroral or written) supplied by the Judicial Manager, the Scheme Administrator,the Company or any other person given in or in connection with the Scheme;or

(ii) For the legality, validity, effectiveness, adequacy or enforceability of theScheme or any other agreement, arrangement or document entered into, madeor executed in anticipation of or in connection with the Scheme.


E-26

14.5.2 The Judicial Manager and the Scheme Administrator shall not be liable to anyShareholder or Creditor for any and all losses, damages, charges, costs andexpenses of whatever nature which such Shareholder or Creditor may sustain, incuror suffer in connection with or arising from any act or omission on his part in relationto the implementation of the Scheme unless directly caused by fraud, dishonesty orwilful misconduct on their part.

14.5.3 The Judicial Manager and the Scheme Administrator shall not be responsible for anydelay (or any related consequences) in the transfer of ASI Shares to any Shareholderor Creditor under the Scheme.

14.5.4 The Judicial Manager and the Scheme Administrator shall not be responsible for anydelay (or any related consequences) in the reduction of capital of the Company andcancellation of the Existing Shares under the Scheme.

14.5.5 The Judicial Manager and the Scheme Administrator shall not be responsible for thelegality, validity, effectiveness, adequacy or enforceability of or any delay (or anyrelated consequences) in the allotment of new Shares to Dato’ Choo under theScheme.

14.5.6 The Judicial Manager and the Scheme Administrator shall not be responsible for thelegality, validity, effectiveness, adequacy or enforceability of or any delay (or anyrelated consequences) in the assignment of the Outstandings and the Guarantees toDato’ Choo under the Scheme.

14.5.7 The Judicial Manager and the Scheme Administrator shall at all times be indemnifiedand held harmless out of the Company from and against any and all losses,damages, charges, costs and expenses of whatever nature which they may at anytime and from time to time sustain, incur or suffer in connection with the exercise ofany powers or the performance of any duties under this Scheme unless such losses,damages, charges, costs and expenses arises out of any fraud, dishonesty or wilfuldefault on their part.

14.5.8 The Judicial Manager and the Scheme Administrator shall not be liable to theCompany in any way for any loss, damage or liability incurred or suffered by theCompany as a result of or arising in any way from any claim made against anyperson in the name and or on behalf of the Company by or at the request or directionof the Judicial Manager or the Scheme Administrator and in either case, in theexercise of any right, power or discretion conferred on the Judicial Manager or theScheme Administrator under this Scheme.

15. Deed Poll

The Company shall, by no later than the Scheme Effective Date, procure Dato’ Choo toexecute a deed poll in the form appended in Schedule 2 (“Deed Poll”) pursuant to which,subject to the conditions precedent referred to in paragraph 9 above being fulfilled, Dato’ Choohas agreed to the terms of this Scheme and undertaken to fulfil all his obligations under thisScheme, on the terms and subject to the conditions of the Deed Poll.

16. Modifications or Amendments to Scheme

The Company may consent for and on behalf of all persons concerned (including withoutlimitation the Shareholders and the Creditors) to any modification of, or amendment to, thisScheme if such modification or amendment is, in the opinion of the Judicial Manager and theScheme Administrator, not prejudicial to the rights and interests of the Creditors andShareholders whether under this Scheme or otherwise.


E-27

17. Notices

17.1 Every notice to be given to a Creditor or Shareholder in connection with any matter under thisScheme shall be duly served if left or sent by pre-paid registered post or by ordinary post or bycourier to such Creditor or Shareholder at the address of such Creditor or Shareholder at theaddress of the Creditor or Shareholder last known to the Company.

17.2 For the avoidance of doubt, every notice served shall be deemed received by the Creditor orShareholder, regardless of whether the said notice be actually received and whether the noticeis returned to the Company through the post or courier unclaimed.

18. Judicial Manager

18.1 The Creditors and the Shareholders hereby acknowledge and confirm that the JudicialManager is acting as agent for and on behalf of the Company in relation to this Scheme and allmatters in connection herewith and that the Judicial Manager does not assume any personalresponsibility in relation to this Scheme or any matter in connection herewith.

18.2 The Judicial Manager’s Costs and Expenses have been approved by the Committee ofCreditors on 15 June 2007 and shall thereafter be paid by Dato’ Choo by way of the transfer onthe Transfer Date of an aggregate of 17,867,684 ASI Shares, representing approximately3.57% of the issued ASI Shares.

19. Proper Law and Jurisdiction

19.1 This Scheme shall be governed by and construed in accordance with the laws of the Republicof Singapore.

19.2 The parties to this Scheme (including the Company, the Judicial Manager, the SchemeAdministrator, the Shareholders and the Creditors) hereby irrevocably submit to the exclusivejurisdiction of the courts of Singapore in relation to any legal actions or proceedings arising outof or in connection with this Scheme.

19.3 If any one or more provisions contained in the Scheme shall, for any reason, be held to beinvalid, illegal or unenforceable in any respect under the laws of any jurisdiction, then suchinvalidity, illegality or unenforceability shall not affect any other provision of the Scheme andthe parties to the Scheme agree to carry out the Scheme as near as possible to give effect tothe original intention of the invalid, illegal or unenforceable provision.

20. Contracts (Rights of Third Parties) Act

Save for Dato Choo, ASI, the Scheme Administrator (who shall be entitled to enforce thisScheme as agents for and on behalf of the Company), and the Judicial Manager (who shall beentitled to enforce this Scheme as agents for and on behalf of the Company) and CDP, aperson who is not a party to this Scheme has no right under the Contracts (Rights of ThirdParties) Act, Chapter 53B of Singapore, to enforce any term of this Scheme.


E-28

SCHEDULE 1

FORM OF NOTICE OF ASSIGNMENT

[Date]

To:

SEATOWN CORPORATION LTD(“Company”)

Dear Sirs

NOTICE OF ASSIGNMENT OF DEBT PURSUANT TO THE TERMS OF THE SCHEME OFARRANGEMENT

We refer to the scheme of arrangement entered into between the Company and its shareholders andcreditors (“Scheme”). In this Notice of Assignment, all capitalised terms defined in the Scheme andnot otherwise defined herein shall bear the meanings ascribed to them in the Scheme.

We hereby give you the Company / Guarantor, notice that we have assigned absolutely to Dato’ Dr.Choo Yeow Ming (the “Assignee”), care of [ ], our rights, title and interests to the Outstandingsbeing the aggregate sum of [ ] against the Company and Guarantees (as defined in the Scheme), ifany.

Please ensure that all payments due to us are paid to the Assignee at its abovestated address.We further irrevocably confirm that the Scheme Administrator(s) of the Company may give notice ofthis assignment on our behalf to you.

Yours faithfully,For and on behalf ofEligible Creditors (as defined in the Scheme)

Scheme Administrator

cc: Dato’ Dr Choo Yeow Ming


E-29

SCHEDULE 2

DEED POLL

THIS DEED POLL is made on the day of 2007 by DATO’ DR CHOO YEOW MING (“Dato’Choo”).

WHEREAS, pursuant to a scheme of arrangement proposed by Seatown Corporation Ltd (In JudicialManagement) (“Seatown”) to its Shareholders and Creditors under Section 210 and Section 210(read with Secion 227X) of the Companies Act, Chapter 50 of Singapore, Seatown will propose anarrangement with its shareholders in respect of the shareholding in Seatown and the restructuring ofa portion of its debts with its creditors in accordance with the terms and conditions of the Scheme tobe sent to the Shareholders and Creditors of Seatown (the “Scheme”). Terms used in this Deed shallhave the respective meanings ascribed thereto in the Scheme (including terms defined therein byreference to another document, instrument or agreement).

NOW IT IS AGREED as follows:

1. Dato’ Choo hereby agrees and undertakes to perform all of the obligations imposed on it underthe Scheme including, but not limited to:

(a) the transfer of an aggregate of 16,132,316 ASI Shares, representing approximately3.23% of the issued and paid-up share capital of ASI, to the Scheme Administrator, forand on behalf of the existing Shareholders of Seatown, in accordance with the SeatownShare Exchange Ratio;

(b) the transfer of an aggregate of 21,000,000 ASI Shares, representing approximately4.20% of the issued and paid-up share capital of ASI, to the Scheme Administrator, forand on behalf of the Eligible Creditors of Seatown, in accordance with the terms of theScheme;

(c) the transfer of an aggregate of 17,867,684 ASI Shares, representing approximately3.57% of the issued and paid-up share capital of ASI, to the Judicial Manager beingpayment of the costs and expenses incurred on or after 26 February 2003, including thecosts and expenses of every solicitor, manager, accountant, auctioneer, broker or otherperson employed by the Judicial Manager, which amount stands in priority to all otherdebts, except those subject to a security to which Section 227H(2) of the Companies Actapplies, as agreed reviewed and approved by the Committee of Creditors;

(d) carrying out each and every covenant, action and undertaking required to be carried outand performed by it under the Scheme.’

2. Dato’ Choo hereby confirms and acknowledges that the undertakings and covenants containedin this Deed shall be binding upon its successors, assigns and transferees and shall endure tothe benefit of Seatown, the Eligible Creditors and Shareholders.

3. The illegality, invalidity or unenforceability of any provision of this Deed under the law of anyjurisdiction shall not affect its legality, validity or enforceability under the law of any otherjurisdiction nor the legality, validity, or enforceability of any other provision.

4. This Deed is governed by, and shall be construed in accordance with, the laws of Singapore.

5. The courts of Singapore are to have jurisdiction to settle any disputes which may arise out ofor in connection with this Deed and accordingly any legal action or proceedings arising out ofor in connection with this Deed (“Proceedings”) may be brought in such courts. Dato’ Chooirrevocably submits to the jurisdiction of such courts and waives any objection to Proceedings


E-30

in such courts whether on the ground of venue or on the ground that the Proceedings havebeen brought in an inconvenient forum. This submission is for the benefit of the EligibleCreditors and Shareholders and shall not limit the right of any of them to take Proceedings inany other court of competent jurisdiction nor shall the taking of Proceedings in any other courtof competent jurisdiction nor shall the taking of Proceedings in any one or more jurisdictionspreclude the taking of Proceedings in any other jurisdiction (whether concurrently or not) if andto the extent permitted by applicable law.

IN WITNESS whereof this Deed has been executed by Dato’ Choo as a Deed Poll and is intended tobe and is hereby delivered on the date first above written.

SIGNED, SEALED AND DELIVERED )by )DATO’ DR CHOO YEOW MING )in the presence of: )


E-31

SCHEDULE 3

COMPANIES ACT(CHAPTER 50) FORM 77

COMPANIES REGULATIONS(SECTION 327 AND REGULATIONS 42, 44 AND 52)

PROOF OF DEBT FORM

1 Companies Winding Up Number(Not applicable to companies in judicialmanagement)

2 Name of Wound Up Company/ Company in Judicial Management(Delete where inapplicable)

Seatown Corporation Ltd (In Judicial Management)(Company Registration No. 198802544G)

3 Particulars Of Creditor Claiming Debt

Name of Creditor:

IC/Passport No/Company/Business Registration No.:

Securities Account/ CPF Agent Bank Account:

Postal Address (Please see note a):

Contact Nos. (Tel/Pager/HP):

Fax No.: E-Mail address:

Creditor’s Reference No. (Please see note b):

4 Particulars Of Debt

Date Debt Incurred Details of Debt (Please see notes c, d, e and f) Currency Amount ($)

Total Amount Of Debt Claimed (In Figures):

5 Assets held as security (Please see note f)(Please indicate “NIL” if no securities are held by creditor)


E-32

6 Particulars Of Person Authorised To Complete This Proof Of Debt Form(if same as in box 3 above, please indicate “see box 3 above”)

Name:

NRIC No./Passport No.:

Relationship to Creditor:(State whether director/employee/solicitors/accountant,etc)

Name of Company/Firm:(Where applicable)

Contact Nos. (Tel/Pager/HP):

Fax No.: E-Mail address:

7 Signature of Creditor/Person Authorised To Complete This Proof Of Debt Form

7.1 I declare that to the best of my knowledge and belief, the company owes the creditor theamount claimed in box 4.

7.2 I declare that I am duly authorised, by the creditor/under the seal of the creditor company, tocomplete this proof of debt form.

Signature: Date: / / (Day) (Month) (Year)

W A R N I N G

Lodging a false proof of debt is a criminal offence punishable withFine or imprisonment or both.

Note:

a. Please inform the Liquidator/Official Receiver/Judicial Manager of any change in address.

b. Please indicate the reference number that will be quoted in future correspondences.

c. Examples of Debts are:

- Good Supplies - Services Rendered - GST - Other (please specify)- Wages and Salaries - Personal Loan - Overdraft facilities- Income Tax - Property Tax - CPF

d. Please attach copies of documents substantiating the debt. The onus is upon the creditor to prove the debt.

e. For claims made by an authorised person on behalf of a group of workmen and others employed by the company,please provide a schedule reflecting the name, identification/passport no., address, debt description, period for whichwages are due and the amount due, for each individual workman/employee.

f. The total amount for which the Company is liable or indebted to the creditor as at 26 February 2003 in respect of orarising from all transactions, dealings, matters and events less the aggregate of:

(i) all sums paid to or received by that creditor, on or after 26 February 2003 and up to and including the Proof ofDebt Submission Date, in reduction of any amount for which the Company is liable or indebted as at 26February 2003 to that creditor; and

(ii) the value as at the Proof of Debt Submission Date of any and all assets held by such creditor as security forany indebtedness or liability of the Company to that creditor subsisting as at 26 February 2003.


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F o r O f f i c i a l U s e O n l y

Adjudicated on day of year

Admitted as follows:

Preferential $Ordinary $Total Admitted $Amount Rejected $Total Amount of Debt Claimed $

Signature of Judicial Manager/Scheme Administrator

APPENDIX F

F-1

NOTICE OF COURT MEETING OF CREDITORS




And

In the Matter of Seatown Corporation Ltd (InJudicial Management)(RC No. 198802544G)


Between



And

THE SHAREHOLDERS AND CREDITORS(as defined in this Scheme of Arrangement)

(pursuant to Summons No. 2698 of 2007/M in Originating Petition No. 3 of 2003/J)

NOTICE OF COURT MEETING OF CREDITORS

NOTICE IS HEREBY GIVEN that a Meeting of the Creditors of Seatown Corporation Ltd (In JudicialManagement) (the “Company”) will be held at 20 Raffles Place, #17-00, Ocean Towers, Singapore048620 on 23 July 2007 at 9.30 a.m., for the purpose of considering and, if thought fit, approving(with or without modification) the Scheme of Arrangement (the “Scheme”) dated 27 June 2007proposed to be made pursuant to Section 210 and Section 210 (read with Section 227X) of theCompanies Act, Chapter 50 of Singapore between (1) the Company and (2) its Shareholders andCreditors (both terms as defined in the Scheme) and any other incidental matters.

The said Court Meeting of Creditors is convened pursuant to an Order of Court dated 25 June 2007made in Summons No. 2698 of 2007/M in Originating Petition No. 3 of 2003/J.

The Scheme of Arrangement, the Explanatory Statement, and the Proxy Forms, required to befurnished pursuant to Section 211 of the Companies Act, Chapter 50 of Singapore are incorporatedin the printed document (the “Scheme Document”) of which this Notice forms part. Copies of theScheme Document have been sent by ordinary post to the Creditors (as defined in the SchemeDocument) other than Overseas Creditors (as defined in the Scheme Document). In the event thatthe copies of the Scheme Document are not received within three (3) working days of theadvertisement of this Notice, any person entitled to attend the Court Meeting of Creditors can alsoobtain copies of the Scheme Document from 6 Battery Road, #33-02, Singapore 049909 at normalbusiness hours on any day (other than a Saturday, a Sunday or a public holiday) prior to the dayappointed for the Court Meeting of Creditors.

APPENDIX F

F-2

For the purpose of participating and voting at the Court Meeting of Creditors, every Creditor of theCompany shall lodge its Proof of Debt (as defined in the Scheme Document) in respect of itsOutstandings (as defined in the Scheme Document) against the Company with the Judicial Manager(as defined in the Scheme Document) at 6 Battery Road, #33-02, Singapore 049909, in accordancewith the Explanatory Statement and the Scheme.

For the avoidance of doubt, a Creditor who has already submitted its Proof of Debt in respect of itsOutstandings to the Judicial Manager shall be entitled to lodge a revised Proof of Debt to update itsclaim on or before the Proof of Debt Submission Date (as defined in the Scheme Document). If theJudicial Manager does not receive any revised Proof of Debt from such Creditor by the Proof of DebtSubmission Date, the Proof of Debt previously submitted by that Creditor in respect of itsOutstanding to the Judicial Manager shall be deemed to be the Proof of Debt lodged by the Creditorfor the purposes of under the Scheme.

If the Judicial Manager does not receive the Proofs of Debt from the Creditors in respect of theirOutstandings against the Company by 5.00 p.m. on 13 July 2007, such Creditors may, at thediscretion of the Judicial Manager, not be entitled to vote at the Court Meeting of Creditors and may,at the discretion of the Scheme Administrator (as defined in the Scheme Document), not be entitledto any distributions under the Scheme and such part of their Outstandings against the Company andGuarantees (if any) shall be waived, released, discharged and extinguished.

Creditors may vote in person at the Court Meeting of Creditors or they may appoint another person,whether a Creditor of the Company or not, as their proxy to attend and vote in their stead.

Forms appointing proxies shall be lodged at 6 Battery Road, #33-02, Singapore 049909 by no laterthan 5.00 p.m. on 20 July 2007.

The said Scheme of Arrangement will be subject to, inter alia, the approval of the High Court ofSingapore.

Dated this the 29th day of June 2007

APPENDIX F

F-3





And



Between



And


(pursuant to Summons No. 2698 of 2007/M in Originating Petition No. 3 of 2003/J)


NOTICE IS HEREBY GIVEN that a Court Meeting of the Shareholders of Seatown Corporation Ltd(In Judicial Management) (the “Company”) will be held at 20 Raffles Place, #17-00, Ocean Towers,Singapore 048620 on 23 July 2007 at 11.30 a.m., for the purpose of considering and, if thought fit,approving (with or without modification) the Scheme of Arrangement (the “Scheme”) dated 27 June2007 proposed to be made pursuant to Section 210 read with Section 227X of the Companies Act,Chapter 50 of Singapore between (1) the Company and (2) its Shareholders and Creditors (bothterms as defined in the Scheme) and any other incidental matters.

The said Court Meeting is convened pursuant to an Order of Court dated 25 June 2007 made inSummons No. 2698 of 2007/M in Originating Petition No. 3 of 2003/J.

The Scheme of Arrangement, the Explanatory Statement, and the Proxy Forms, required to befurnished pursuant to Section 211 of the Companies Act, Chapter 50 of Singapore are incorporatedin the printed document (the “Scheme Document”) of which this Notice forms part. Copies of theScheme Document have been sent by ordinary post to the Shareholders other than OverseasShareholders (as defined in the Scheme Document). In the event that the copies of the SchemeDocument are not received within three (3) working days of the advertisement of this Notice, anyperson entitled to attend the Court Meeting of Shareholders (as defined in the Scheme Document)can also obtain copies of the Scheme Document from 6 Battery Road, #33-02, Singapore 049909 atnormal business hours on any day (other than a Saturday, a Sunday or a public holiday) prior to theday appointed for the Court Meeting of Shareholders.

APPENDIX F

F-4

Every Shareholder of the Company who is:

(a) a registered holder of ordinary shares in the capital of the Company (“Shares”) in the registerof members of the Company, or

(b) a Depositor (as defined in Section 130A of the Companies Act) whose Securities Account withThe Central Depository (Pte) Limited (“CDP”) (where the CDP is the registered holder) iscredited with Shares,

may participate and vote at the Court Meeting of Shareholders.

Shareholders may vote in person at the Court Meeting of Shareholders or they may appoint anotherperson, whether a Shareholder of the Company or not, as their proxy to attend and vote in theirstead.

Beneficial owners of the Shares of the Company who hold such Shares through nominees orDepository Agents are not entitled, as such, to attend or vote at the Court Meeting of Shareholders,the nominees who are the registered holders of the Shares and Depository Agents will be so entitled.

Beneficial owners of the Shares of the Company wishing to attend and vote at the Court Meeting ofShareholders should take steps to become registered holders or Depositors of the Shares prior to theCourt Meeting of Shareholders. Failure to do so may result in the beneficial owners of the Shares notbeing able to exercise the voting rights attached to such Shares.

Forms appointing proxies shall be lodged at 6 Battery Road, #33-02, Singapore 049909 at 5.00 p.m. on 20 July 2007. The instrument appointing a proxy must be signed by the appointor or hisattorney duly authorised in writing. Where the instrument appointing a proxy is executed by acorporation, it must be executed either under its common seal or under the hand of any officer orattorney duly authorised.

CPFIS investors may wish to check with their CPF Agent Banks on the procedure and deadline forthe submission of their written instructions to their CPF Agent Banks to vote on their behalf.

The said Scheme of Arrangement will be subject to, inter alia, the approval of the High Court ofSingapore.

Dated this 29th day of June 2007

APPENDIX F

F-5


(Incorporated in Singapore)(Company Registration Number 198802544G)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of Seatown Corporation Ltd (InJudicial Management) (the “Company”) will be held at 20 Raffles Place, #17-00, Ocean Towers,Singapore 048620 on 23 July 2007 at 12.00 p.m. (or as soon thereafter following the conclusion oradjournment of the Court Meeting of Shareholders (as defined in the Company’s Scheme Documentdated 27 June 2007 (“Scheme Document”)) convened for the same day and at the same place) forthe purpose of considering and, if thought fit, passing (with or without modifications) the followingresolutions, as to which Resolution 1 will be proposed as an Ordinary Resolution and Resolution 2will be proposed as a Special Resolution:

AS AN ORDINARY RESOLUTION

Resolution 1:

THAT, contingent upon the passing of Resolution 2 below, the Scheme Administrator (as defined inthe Scheme Document) be and is hereby authorised to allot and issue a minimum of two (2) newordinary shares in the capital of the Company (“New Shares”) to Dato’ Choo (as defined in theScheme Document), at an issue price of S$0.05 for each New Share, on such terms as the SchemeAdministrator deem fit, and the Scheme Administrator be authorised to do all such acts or things andexercise such discretions as the Scheme Administrator may deem fit, expedient or necessary to giveeffect to the transactions contemplated in this Resolution.

AS A SPECIAL RESOLUTION

Resolution 2:

THAT, contingent upon the passing of Resolution 1 above:

(a) the Scheme of Arrangement dated 27 June 2007 (the “Scheme”) made pursuant to Section210 and Section 210 (read with Section 227X) of the Companies Act, Chapter 50 of Singapore(the “Companies Act”) between the Company, and its Shareholders and Creditors, in the formor print thereof which has been produced to this Meeting and for the purposes of identificationsigned by the Chairman of the Meeting, subject to any modification or addition or condition asmay be approved or imposed by the High Court of Singapore, be and is hereby approved (withor without modifications);

(b) subject to the confirmation by the High Court of Singapore, for the purpose of giving effect tothe Scheme:

(i) following the issue of the New Shares to Dato’ Choo referred to in Resolution 1 above,the share capital of the Company of S$83,636,854 comprising 1,155,162,342 Shares(“Shares”) shall be reduced and cancelled; and

(ii) forthwith and contingent upon the reduction of capital of the Company taking effect, thecancelled share capital of S$83,636,854 be applied to write-off part of the accumulatedlosses of the Company; and

APPENDIX F

F-6

(c) the Scheme Administrator be and are hereby authorised to complete and to do all such actsand things as he may consider necessary or expedient to give effect to the Scheme and thecapital reduction of the Company referred to above with such modifications thereto (if any) ashe shall think fit in the interests of the Company and including (without limitation) the giving ofconsent to any modification of, or addition to, the Scheme, which the High Court of Singaporemay see fit to impose.

By Order

Board of Directors Nicky Tan Ng KuangSeatown Corporation Ltd Judicial Manager(In Judicial Management) Seatown Corporation Ltd


Notes:

(1) A member of the Company entitled to attend and vote at the Extraordinary General Meeting may appoint not more thantwo proxies (or in the case of a corporation, appoint its authorised representative or proxy) to attend and vote on hisbehalf. A proxy need not be a member of the Company.

(2) If a proxy is to be appointed, the instrument appointing a proxy must be deposited at 6 Battery Road, #33-02, Singapore049909 not later than 5.00 p.m. on 20 July 2007.

(3) The instrument appointing a proxy must be signed by the appointor or his attorney duly authorised in writing. Where theinstrument appointing a proxy is executed by a corporation, it must be executed either under its common seal or underthe hand of any officer or attorney duly authorised.

APPENDIX F

PROXY FORM FOR COURT MEETING OF CREDITORS


(Incorporated in the Republic of Singapore)

FORM OF PROXY FOR USE AT THE COURT MEETING OF CREDITORS OF SEATOWNCORPORATION LTD (IN JUDICIAL MANAGEMENT)


Originating Petition No. 3 of 2003/J In the matter of Section 210 and Section 210(read with Section 227X) of the CompaniesAct, Chapter 50 of Singapore

And



Between



And


I/We, (Note 1) , of

being a Creditor (as defined in the Scheme) of the abovenamed Company, HEREBY APPOINT(Note 2) or failing him,

of

as my/our proxy tovote for me/us and on my/our behalf at the Court Meeting of Creditors (as defined in the Scheme) ofthe said Company to be held at 20 Raffles Place, #17-00, Ocean Towers, Singapore 048620 on 23 July 2007, at 9.30 a.m. and at any adjournment thereof for the purpose of considering and, ifthought fit, approving (with or without modification) the proposed Scheme of Arrangement referred toin the notice convening the Court Meeting of Creditors, and at such Court Meeting of Creditors tovote for me/us and in my/our name(s) for the said Scheme of Arrangement (either with or withoutmodification, as my/our proxy may approve) or against the said Scheme of Arrangement ashereunder indicated.

FOR the said Scheme of Arrangement (Note 3) AGAINST the said Scheme of Arrangement(Note 3)

(Signature) (Signature)

Dated this , 2007

Signature of Creditor or Common Seal

APPENDIX F

Notes:

1. Full name(s) of person, full name of Creditor, and address(es) are to be inserted in BLOCK CAPITALS.

2. If no person is named as proxy, the Chairman of the Meeting shall, by default, be appointed proxy for the purposes ofthis form of proxy.

3. IMPORTANT: If you wish to vote “for” the Scheme, sign in the box marked “FOR the said Scheme”. If you wish to vote“against” the Scheme, sign in the box marked “AGAINST the said Scheme”.

4. You are requested to lodge this form of proxy at 6 Battery Road, #33-02, Singapore 049909 not later than 5.00 p.m. on20 July 2007.

5. This form of proxy must be signed by you or your attorney duly authorized in writing or, if you are a corporation, musteither be executed under seal or under the hand of an officer or attorney duly authorized (in which event, the authority ofsuch officer or attorney must accompany this Proxy Form). The signature need not be witnessed.

6. Any alteration made to this form of proxy should be initialled by the person who signs it.

7. The proxy must attend the Court Meeting of Creditors in person to represent you.

APPENDIX F

PROXY FORM FOR COURT MEETING OF SHAREHOLDERS


(Incorporated in the Republic of Singapore)

FORM OF PROXY FOR USE AT THE COURT MEETING OF THE SHAREHOLDERS(AS DEFINED BELOW) (OR AT ANY ADJOURNMENT THEREOF)

IMPORTANTFor investors who have used their CPF monies to buy Shares in the capital of the Company, this Scheme Document is forwarded to them at therequest of their CPF Approved Nominees and is sent solely FOR INFORMATION ONLY.This Proxy Form is not valid for use by CPF Investors and shall be ineffective for all intents and purposes if used or purported to be used by them.



In the matter of Section 210 and Section 210 (readwith Section 227X) of the Companies Act, Chapter50 of Singapore

And



Between



And


I/We, of

being a Shareholder of Seatown Corporation Ltd (in Judicial Management) hereby appoint:

Name Address NRIC/Passport Proportion ofNumber Shareholdings (%)

and/or (delete as appropriate):


or failing him/them, the Chairman of the Court Meeting of Shareholders convened on the directions of the HighCourt of Singapore as may/our proxy/proxies, to attend and vote for me/us on my/our behalf and, if necessary, todemand a poll, at the Court Meeting of Shareholders to be held at 20 Raffles Place, #17-00, Ocean Towers,Singapore 048620 on 23 July 2007 at 11.30 a.m. and at any adjournment thereof for the purpose of consideringand, if thought fit, approving (with or without modification) the Scheme referred to in the Notice convening theCourt Meeting of Shareholders.

I/We direct my/our proxy/ proxies to vote in the manner indicated below. (If no specific direction as to the mannerof voting is given, the proxy/proxies will vote or abstain from voting at his/their discretion.)

RESOLUTION VOTEApproving the Scheme of Arrangement For* Against*

* Please indicate how you wish to vote, i.e. either “For” or “Against” with an “X” within the box provided.

Dated this day of 2007

Signature of Individual Member/ Common Seal of Corporate Member

Total Number ofShares held

APPENDIX F

Notes:

1. All capitalised terms used herein and defined in the Notice of Court Meeting of Shareholders shall, unless otherwisedefined herein, bear the respective meanings ascribed thereto in the said Notice of Court Meeting of Shareholders.

2. In the space provided for “Total Number of Shares held”, please write the total number of Shares held by you. If youonly have Shares entered against your name in the Depository Register (as defined in Section 130A of the CompaniesAct, Chapter 50 of Singapore, you should write that number of Shares. If you only have Shares registered in your namein the register of members, then you should write that number of Shares. However, if you have Shares entered againstyour name both in the Depository Register and the register of members, you should write the total number of yourShares in these Registers.

3. A Shareholder entitled to attend and vote at the Court Meeting of Shareholders is entitled to appoint one or two proxiesto attend and vote instead of him. Where a Shareholder appoints two proxies, the appointments shall be invalid unlesshe specified the proportion of his total shareholdings (in percentage) to be represented by each party.

4. The instrument appointing the proxy/proxies must be deposited at the 6 Battery Road, #33-02, Singapore 049909, notlater than 5.00 p.m. on 20 July 2007.

5. The instrument appointing the proxy/proxies must be under the hand of the appointor or his attorney duly authorised inwriting. Where the instrument appointing the proxy/proxies is executed by a corporation, it must be executed eitherunder its common seal or under the hand of an officer or attorney duly authorised.

6. A corporation which is a Shareholder may authorise by resolution of its directors or other governing body or such personas it thinks fit to act as its representative at the meeting in accordance with Section 179 of the Companies Act, Chapter50 of Singapore.

7. The Company shall be entitled to reject the instrument appointing the proxy/proxies if it is incomplete, illegible or alteredwithout authentication or where the true intentions of the appointor are not ascertainable from the instructions of theappointor specified in the instrument appointing the proxy/proxies. In addition, in the case of members whose Sharesare entered against their name in the Depository Register, the Company may reject any instrument appointing theproxy/proxies if such members are not shown to have Shares entered against their names in the Depository Register at5.00 p.m. on 20 July 2007 as certified by the Central Depository (Pte) Limited to the Company.

APPENDIX F

SEATOWN CORPORATION LTD(IN JUDICIAL MANAGEMENT)(Incorporated in the Republic of Singapore)(Company Registration Number 198802544G)

PROXY FORMExtraordinary General Meeting

I/We of(Name) (Address)

being a member/members of Seatown Corporation Ltd (In Judicial Management) (the “Company”), herebyappoint:


and/or (delete as appropriate)

or failing him/ her, the Chairman of the Extraordinary General Meeting of the Company, as my/our proxy/proxiesto attend and to vote for me/us on my/our behalf and, if necessary, to demand a poll, at the ExtraordinaryGeneral Meeting of the Company to be held at 20 Raffles Place, #17-00, Ocean Towers, Singapore 048620, on23 July 2007 at 12.00 p.m. and at any adjournment thereof.

Please indicate with an “X” in the spaces provided whether you wish your vote(s) to be cast for or against theOrdinary Resolution and the Special Resolution as set out in the Notice of Extraordinary General Meeting. In theabsence of any specific directions, the proxy/ proxies will vote or abstain as he/ they may think fit, as he/ theywill on any other matter arising at the Extraordinary General Meeting.

For Against

Ordinary ResolutionTo approve the allotment and issue of a minimum of two (2) new ordinaryshares (“New Shares”) in the capital of the Company to Dato’ Choo (asdefined in the Scheme Document), at an issue price of S$0.05 for eachNew Share, on such terms as the Scheme Administrator (as defined in theScheme Document) deem fit, and for the Scheme Administrator to beauthorised to do all such acts or things and exercise such discretions as hemay deem fit, expedient or necessary to give effect to the transactionscontemplated in this Resolution.

Special ResolutionContingent upon passing of the Ordinary Resolution above, to approve:(a) the Scheme of Arrangement dated 27 June 2007 (the “Scheme”) made

pursuant to Section 210 and Section 210 (read with Section 227X) ofthe Companies Act, Chapter 50 of Singapore (the “Companies Act”)between the Company, and its Shareholders and Creditors (with orwithout modification) and subject to any modification or addition orcondition as may be approved or imposed by the High Court ofSingapore;

(b) the reduction and cancellation of the share capital of the Company ofS$83,636,854 comprising 1,155,162,342 shares (“Shares”) followingthe issue of the New Shares to Dato’ Choo;

(c) the application of the cancelled share capital of S$83,636,854 to write-off part of the accumulated losses of the Company upon the reductionof capital of the Company taking effect; and

(d) the authorisation of the Scheme Administrator to complete and to do allsuch acts and things as he may consider necessary or expedient togive effect to the Scheme and the capital reduction of the Companyreferred to above with such modifications thereto (if any) as he shallthink fit in the interests of the Company and including (withoutlimitation) the giving of consent to any modification of, or addition to,the Scheme, which the High Court of Singapore may see fit to impose.

Dated this day of 2007

Signature of Individual Member/ Common Seal of Corporate Member

IMPORTANT:- PLEASE READ THE NOTES OVERLEAF

IMPORTANTFor investors who have used their CPF monies to buyShares in the capital of the Company, this SchemeDocument is forwarded to them at the request of theirCPF Approved Nominees and is sent solely FORINFORMATION ONLY.This Proxy Form is not valid for use by CPF Investorsand shall be ineffective for all intents and purposes ifused or purported to be used by them.

Total Number ofShares held

APPENDIX F

Notes:

1. Please insert the total number of Shares held by you. If you have Shares entered against your name in the DepositoryRegister (as defined in Section 130A of the Companies Act, Chapter 50 of Singapore), you should insert that number ofShares. If you have Shares registered in your name in the register of members, you should insert that number ofShares. If you have Shares entered against your name in the Depository Register and Shares registered in your namein the register of members, you should insert the aggregate number of Shares entered against your name in theDepository Register and registered in your name in the register of members. If no number is inserted, the instrumentappointing a proxy or proxies shall be deemed to relate to all the Shares held by you.

2. A member of the Company entitled to attend and vote at a meeting of the Company is entitled to appoint one or twoproxies to attend and vote on his behalf. Such proxy need not be a member of the Company.

3. Where a member appoints two proxies, the appointments shall be invalid unless he specifies the proportion of hisshareholding (expressed as a percentage of the whole) to be represented by each proxy. If no such proportion ornumber is specified, the first-named proxy may be treated as representing 100 per cent of the shareholding and anysecond-named proxy as alternate to the first-named.

4. The instrument appointing a proxy, together with the power of attorney (if any) under which it is signed or a notariallycertified or office copy thereof, shall be deposited at 6 Battery Road, #33-02, Singapore 049909, no later than 5.00 p.m.on 20 July 2007.

5. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorisedin writing; or if such appointor is a corporation under its common seal, if any, and, if none, then under the hand of someofficer duly authorised in that behalf. An instrument appointing a proxy to vote at a meeting shall be deemed to includethe power to demand or concur in demanding a poll on behalf of the appointor.

6. A corporation which is a member may authorise by resolution of its directors or other governing body such person as itthinks fit to act as its representative at the Extraordinary General Meeting, in accordance with Section 179 of theCompanies Act, Chapter 50 of Singapore.

7. The Company shall be entitled to reject the instrument appointing a proxy or proxies if it is incomplete, improperlycompleted or illegible or where the true intentions of the appointor are not ascertainable from the instructions of theappointor specified in the instrument appointing a proxy or proxies. In addition, in the case of a member whose Sharesare entered in the Depository Register, the Scheme Administrator may reject any instrument appointing a proxy orproxies lodged if the member, being the appointor, is not shown to have Shares entered against his name in theDepository Register no later than 5.00 p.m. on 20 July 2007, as certified by The Central Depository (Pte) Limited to theCompany.

SEATOWN CORPORATION LTD (IN JUDICIAL MANAGEMENT) · 2007-06-29 · scheme document dated 27 june...

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Transcript of SEATOWN CORPORATION LTD (IN JUDICIAL MANAGEMENT) · 2007-06-29 · scheme document dated 27 june...