Placements::Entry into Placement Agreement

1. Corporations in whose shares the issuer's directors and substantial shareholders have an aggregate interest of at least 10%.
2. Any person who, in the opinion of the Exchange, falls within category (a) to (d).

812(2) Rule 812(1) will not apply if specific shareholder approval for such a placement has been obtained. The person, and its associates, must abstain from voting on the resolution approving the placement.

1. Mr Fang, a director of the Company, is a majority shareholder of NEWe, and accordingly falls within the persons set out in Listing Rule 812(1)(d). In accordance with Listing Rule 812(2), specific approval from Shareholders is required for the issue and allotment of any Placement Shares to NEWe pursuant to the Proposed Placement.
2. Accordingly, the Company will be seeking specific approval from Shareholders for the
   Proposed Placement at an extraordinary general meeting to be convened ("EGM"). NEWe and its associates will be required to abstain from voting on the resolution approving the Proposed Placement and issue and allotment of the Placement Shares to NEWe in accordance with Listing Rule 812(2).

3.4 Additional Listing Application

The Company will be applying to the SGX-ST for the dealing in, listing of and quotation for the Placement Shares on the SGX-ST Mainboard and will make the necessary announcement upon receipt of the listing and quotation notice from the SGX-ST.

4. SALIENT TERMS OF THE AGREEMENT

4.1 Conditions Precedent

4.1.1 Completion is conditional upon:

1. approval in-principle for the listing and quotation of the Placement Shares on the SGX-ST being obtained from the SGX-ST and, where such approval is subject to conditions (which are not normally imposed by the SGX-ST for a transaction of a similar nature), such conditions being acceptable to the Company and, to the extent that any conditions for the listing and quotation of the Placement Shares on the SGX- ST are required to be fulfilled on or before the Completion Date, they are so fulfilled;
2. the approval of the shareholders of the Company being obtained for the issuance and allotment of the Placement Shares, including any approvals under Rule 812(2) of the Listing Rules; and
3. where the Placement Shares when issued would exceed thirty per cent (30%) of the enlarged share capital of the Company, the issuance and allotment of the Placement Shares is subject to a whitewash waiver having been obtained from the Securities Industry Council waiving the obligation of NEWe to make a general offer under Rule 14 of the Singapore Code on Take-overs and Mergers in connection with the issuance and allotment of the Placement Shares to NEWe, and all conditions attached to the grant of the whitewash waiver having been fulfilled on or before the Completion Date if they are required to be so fulfilled.

4.1.2 If any of the conditions set forth in paragraph 4.1.1 above is not satisfied on or before 6 months (or such other later date as the Company and NEWe may agree) after the date of the Agreement or such other dates as the Company and NEWe may agree, the Agreement shall ipso facto cease and determine thereafter and none of the parties shall have any claim against the other for costs, expenses, damages, losses, compensation or otherwise.

4.2 Completion

4.2.1 Subject to the terms and conditions of the Agreement, Completion shall take place in the following manner:

1. NEWe shall pay, or procure the payment to the Company of the Aggregate Purchase Price of the Placement Shares;
2. the Company shall, against application of the monies as described in paragraph (a), credit the securities account of NEWe with the Central Depository (Pte) Ltd ("Securities Account") referred to in the Agreement with the number of the Placement Shares; and
3. NEWe shall deliver to the Company such information and documents as may be required to complete the return of allotment of the Placement Shares, for lodging with the relevant authorities and to maintain the register books of the Company in respect of the Placement Shares.

4.3 Warranties and Undertakings by NEWe, and Selling Restrictions

4.3.1 Under the Agreement, NEWe had represented and warranted to and/or undertaken with the Company that:

1. it has full power and capacity, and it is not aware of any reason or circumstances which might vitiate, avoid, inhibit or otherwise restrict such power or capacity to enter into, and/or the exercise of its rights and/or the performance or compliance with its obligations under the Agreement, and such entry, performance and compliance do not and will not violate (i) any laws, regulations or guidelines, (ii) any rules or bye-laws of any stock exchange or which may be applicable to him, or (iii) any agreement to which it is a party or which is binding on it or its assets;
2. all of its obligations under the Agreement are legal, valid, binding and enforceable in accordance with the terms of the Agreement;
3. it will be the sole beneficial owner of the Placement Shares and shall not cease to be the sole beneficial owner of the Placement Shares prior to the date of the listing and quotation of the Placement Shares on the SGX-ST;
4. to the extent that a Securities Account has not been opened, it will provide all information and particulars, and will take all steps, at its own expense for the purposes of opening such Securities Account within 5 Market Days (being a day on which the SGX-ST is generally open for trading of securities) after the date of the Agreement;
5. the Company shall not have any responsibility for and NEWe will obtain, any consent, approval or permission for the subscription, offer or sale of it of the Placement Shares

required of it under, and NEWe will comply with, the laws and regulations in force in any jurisdiction to which NEWe is subject;

1. up to the date of the listing and quotation of the Placement Shares, NEWe will not offer any Placement Shares for sale to, or procure subscriptions of or make an invitation for any Placement Shares to or by, any person who is a director or a substantial shareholder of the Company or other related parties; and
2. NEWe will not offer to sell or procure subscriptions or make an invitation for or in respect of the Placement Shares in any jurisdiction or under any circumstances in which such offer, subscription or invitation is unlawful or not authorised.

4.3.2 The Company shall not have any responsibility in respect of the legality of NEWe or any other person offering or selling the Placement Shares in any jurisdiction or in respect of the Placement Shares qualifying for sale in any jurisdiction.

5. RATIONALE OF THE PROPOSED PLACEMENT AND INTENDED USE OF PROCEEDS

1. Rationale
2. 1. 
      The rationale of the Proposed Placement is to raise funds to strengthen the Company's for the expansion of the Group's financial position and flexibility to capitalise on growth opportunities. The Proposed Placement will result in an injection of funds into the Company
   2. to fund capital expenditures for the growth of the Group's business and (b) for general working capital purposes, including meeting general overheads and other operating expenses of the Group.
3. Use of Proceeds

5.2.1 The estimated net proceeds from the Proposed Placement, after deducting estimated fees and expenses (including listing and application fee, professional fees and other miscellaneous expenses of approximately S$40,000, is approximately S$3,783,734 ("Net Proceeds"). The Company intends to apply such Net Proceeds in the following estimated proportions:

1. Pending the deployment of the Net Proceeds, such Net Proceeds may be deposited with banks or financial institutions, invested in short-term money market instruments or marketable securities, and/or used for any other purpose on a short-term basis, as the Company may, in its absolute discretion, deem fit from time to time.
2. The Company will make periodic announcement(s) as to the use of the Net Proceeds as and when such proceeds are materially disbursed and whether such use is in accordance

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