OSIM International : Approval For Delisting & Waivers

(Company Registration No.: 198304191N) (Incorporated in the Republic of Singapore)

1. INTRODUCTION

   The Board of Directors ("Board" or "Directors") of OSIM International Ltd ("Company") refers to:

2. the announcement ("Offer Announcement") dated 7 March 2016 ("Offer Announcement Date") by Credit Suisse (Singapore) Limited ("Credit Suisse"), for and on behalf of Vision Three Pte. Ltd. (the "Offeror"), in relation to the voluntary unconditional cash offer (the "Offer") by Credit Suisse, for and on behalf of the Offeror, for all the issued ordinary shares ("Shares") in the capital of the Company other than those held in treasury and those already owned, controlled or agreed to be acquired by the Offeror and parties acting in concert with the Offeror as at the date of the Offer, and for all the outstanding S$170,000,000 in principal amount of zero-coupon convertible bonds due 18 September 2019 ("Convertible Bonds") issued by the Company on 18 September 2014 (International Securities Identification Number: XS1103850993) (the "Convertible Bonds Offer");

3. the announcement dated 23 March 2016 (the "Offer Document Despatch Announcement") by Credit Suisse for and on behalf of the Offeror, on the despatch of the offer document dated 23 March 2016 ("Offer Document") in relation to the Offer and the Convertible Bonds Offer;

4. the announcement dated 5 April 2016 (the "Offer Revision Announcement") by Credit Suisse, for and on behalf of the Offeror, in relation to the revision of offer price for the Shares and the Convertible Bonds and the extension of closing date for the Offer and the Convertible Bonds Offer;

5. the announcement dated 8 April 2016 (the "Final Ex-Dividend Offer Announcement") by Credit Suisse, for and on behalf of the Offeror, in relation to, amongst others, the final ex-dividend offer price and extension of closing date for the Offer and the Convertible Bonds Offer;

6. the announcement dated 9 April 2016 by the Company in relation to, amongst others, the final ex-dividend offer price and extension of closing date for the Offer and the Convertible Bonds Offer;

7. the announcement dated 12 April 2016 by the Company in relation to the date of despatch of offeree circular to Securityholders ("12 April 2016 Announcement");

8. the announcement dated 20 May 2016 by Credit Suisse, for and on behalf of the Offeror, in relation to the close of the Offer and the Convertible Bonds Offer (the "Close of Offer for Securities Announcement");

9. the announcement dated 23 May 2016 by the Company in relation to the request for suspension ("Request for Suspension"); and

10. the announcement ("Compulsory Acquisition Announcement") dated 26 May 2016 by Credit Suisse for and on behalf of the Offeror in relation to the despatch of documents to shareholders of the Company ("Shareholders") who have not accepted the Offer (the "Dissenting Shareholders") with regard to the Offeror's exercise of its right of compulsory acquisition under Section 215(1) of the Companies Act, Chapter 50 of Singapore ("Companies Act") to compulsorily acquire all the remaining Shares held by the Dissenting Shareholders on the same terms as those under the Offer ("Compulsory Acquisition").

    Unless otherwise defined, capitalised terms in this Announcement have the same meaning as defined in the Offer Document.

11. THE PROPOSED DELISTING

12. Further to the Close of Offer for Securities Announcement, Request for Suspension and the Compulsory Acquisition Announcement, the Company made an application to the Singapore Exchange Securities Trading Limited ("SGX-ST") to seek the SGX- ST's approval and confirmation that it has no objections to the proposed delisting of the Company ("Proposed Delisting"), based on the following reasons:

13. as stated in the Offer Document, in the event the Company does not meet the free float requirements of the Listing Manual, the Offeror does not intend to maintain the present listing status of the Company and does not intend to take any steps for trading suspension in the securities of the Company to be lifted;

14. the Offer had closed as at 5:30 p.m. (Singapore time) on 20 May 2016, being the final closing date ("Final Closing Date"). As stated in the Close of Offer for Securities Announcement,
15. Current Holdings by the Offeror in the Company. As at the Final Closing Date, the Offeror and the parties acting in concert with the Offeror owned, controlled, have acquired or agreed to acquire an aggregate of 712,170,538 Shares, representing approximately 96.03%

    of the total number of issued Shares and 90.17% of the maximum potential issued share capital of the Company; and

16. Compulsory Acquisition. The Offeror has received valid acceptances of the Offer and/or acquired such number of Offer Shares from the date of Offer Announcement otherwise than through valid acceptances of the Offer in respect of not less than 90% of the total number of issued Shares (other than those already held by the Offeror, its related corporations or their respective nominees as at the date of the Offer and excluding any Shares held by the Company as treasury shares). Accordingly, the Offeror is entitled to, and will in due course, exercise its right of compulsory acquisition under Section 215(1) of the Companies Act to compulsorily acquire all the Shares of the Dissenting Shareholders at the Final Ex-Dividend Offer Price of S$1.39 in cash for each Offer Share. The Offeror expects to despatch to the Dissenting Shareholders the relevant documentation in relation to the exercise of its right of compulsory acquisition under the Companies Act in due course; and

17. the Offeror had, on 26 May 2016, exercised its right of Compulsory Acquisition and barring unforeseen circumstances, the Offeror will end up holding 100% of the issued shares of the Company after the completion of the Compulsory Acquisition.

18. WAIVER FROM RULE 1307 OF THE LISTING MANUAL AND CONFIRMATION OF NON-APPLICABILITY OF RULE 1309 OF THE LISTING MANUAL

19. An application has also been submitted to the SGX-ST for (i) waiver from the requirements of Rule 1307 of the Listing Manual of the SGX-ST ("Listing Manual") ("Rule 1307 Waiver"); and (ii) a confirmation that Rule 1309 of the Listing Manual is not applicable ("Rule 1309 Confirmation").

20. The Rule 1307 Waiver and Rule 1309 Confirmation were sought based on the following reasons:

21. in respect of the Rule 1307 Waiver,

22. as at the Final Closing Date, the Offeror and the parties acting in concert with the Offeror owned, controlled, have acquired or agreed to acquire an aggregate of 712,170,538 Shares, representing approximately 96.03% of the total number of issued Shares and 90.17% of the maximum potential issued share capital of the Company. If the Proposed Delisting were to be put to a vote by the shareholders of the Company, the Offeror and its concert parties will vote in favour of the Delisting Resolution in respect of all their Shares. In addition, given that the Offeror and its concert parties already hold approximately 96.03% of the total Shares as at the Final Closing Date, any Delisting Resolution will not be voted against by shareholders holding at least 10% of more of the Shares; and

23. in view of the above, it will be an unnecessary expenditure of time and expense if the Company were to be required to convene a

    general meeting to obtain shareholders' approval for the Proposed Delisting.

24. in respect of the Rule 1309 Confirmation,

25. the Offeror's intention to delist the Company following the exercise of its right to compulsorily acquire all the Offer Shares not acquired under the Offer is set out clearly in the Offer Document and the Offer is tantamount to a cash exit offer made by the Offeror to the shareholders. The Offeror has also made the Convertible Bonds Offer to all the holders of the Convertible Bonds; and

26. the Offeror is in the process of exercising such rights of Compulsory Acquisition and barring unforeseen circumstances, the Offeror will end up holding 100% of the issued shares of the Company and there will be no other shareholder that requires an exit offer by the Offeror.

27. WAIVER FROM RULE 705(2) OF THE LISTING MANUAL

1. An application has also been submitted to the SGX-ST for waiver from the requirements of Rule 705(2) of the Listing Manual ("Rule 705(2) Waiver").

2. Under Rule 705(2) of the Listing Manual, the Company would have to announce its financial statements for the second quarter ended 30 June 2016 ("2Q2016 Results") by 14 August 2016.

3. The Company sought the Rule 705(2) of the Listing Manual based on the following reasons:

4. the Offeror is in the process of exercising its rights of Compulsory Acquisition and barring unforeseen circumstances, the Offeror will end up holding 100% of the issued shares of the Company on completion of the Compulsory Acquisition;

5. subject to receipt of the SGX-ST's approval of the Proposed Delisting and the completion of the Compulsory Acquisition, the Company will be delisted from the SGX-ST;

6. the trading in Shares have been suspended and pending the completion of the Compulsory Acquisition and regardless of the financial performance of the Company, the Shares held by the remaining minority shareholders will be acquired at the Offer Price; and

7. accordingly, the release of the 2Q2016 Results in view of the Compulsory Acquisition and pending Proposed Delisting will not be of material benefit to the minority Shareholders of the Company and the non-release of the 2Q2016 Results is unlikely to be prejudicial to the minority Shareholders. The Company may also save listing costs and expenses as it would not be required to prepare quarterly financial reports as an unlisted company.