centillion environment & recycling limited€¦ · definitions in this circular, the following...
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CIRCULAR DATED 28 MARCH 2011
THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. PLEASE READ
IT CAREFULLY.
If you are in any doubt as to the action that you should take, you should consult your
stockbroker, bank manager, solicitor, accountant or other professional adviser immediately.
If you have sold or transferred all your shares in the capital of Centillion Environment & Recycling
Limited (“CERL” or the “Company”), please forward this Circular, the Notice of Extraordinary General
Meeting and the enclosed Proxy Form immediately to the purchaser or to the agent through whom the
sale or the transfer was effected for onward transmission to the purchaser or the transferee.
The Singapore Exchange Securities Trading Limited assumes no responsibility for the
correctness of any statements made or opinions expressed or reports contained in this
Circular.
CENTILLION ENVIRONMENT & RECYCLING LIMITED(Incorporated in the Republic of Singapore)
(Company Registration Number 199206445M)
CIRCULAR TO SHAREHOLDERS
IN RELATION TO
PROPOSED DISPOSAL BY THE COMPANY OF THE ENTIRE ISSUED
AND PAID-UP SHARE CAPITAL OF ITS WHOLLY-OWNED SUBSIDIARY,
CENTILLION INVESTMENT CHINA PTE. LTD.
IMPORTANT DATES AND TIMES
Last date and time for lodgement of Proxy Form : 11 April 2011 at 2:30 p.m.
Date and time of Extraordinary General Meeting : 13 April 2011 at 2:30 p.m.
Place of Extraordinary General Meeting : 300 Jalan Bukit Ho Swee, The Equation
Singapore 169566
This page has been intentionally left blank.
CONTENTS
Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
LETTER TO SHAREHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
1. INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
2. BACKGROUND . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
3. PRINCIPAL TERMS AND CONDITIONS OF THE PROPOSED DISPOSAL . . . . . . . . . 8
4. RATIONALE FOR THE PROPOSED TRANSACTION . . . . . . . . . . . . . . . . . . . . . . . . . 15
5. FINANCIAL EFFECTS OF THE PROPOSED TRANSACTION . . . . . . . . . . . . . . . . . . . 16
6. INTEREST OF DIRECTORS AND SUBSTANTIAL SHAREHOLDERS . . . . . . . . . . . . . 18
7. DIRECTORS’ RECOMMENDATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
8. DIRECTORS’ RESPONSIBILITY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
9. EXTRAORDINARY GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
10. ACTION TO BE TAKEN BY SHAREHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
11. DOCUMENTS FOR INSPECTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
NOTICE OF EXTRAORDINARY GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
1
DEFINITIONS
In this Circular, the following definitions apply throughout unless otherwise stated:
Assignment Consideration : Shall have the meaning ascribed to it in paragraph 3.2.1
Business Day : A business day when banks in Singapore are open for
banking business (but shall exclude Saturdays, Sundays or
gazetted public holidays in Singapore)
Company : Centillion Environment & Recycling Limited
Companies Act : The Companies Act, Chapter 50 of Singapore
Completion : The completion of the sale and purchase of CI China under
the terms and conditions of the Sale and Purchase
Agreement
Consideration : Shall have the meaning ascribed to it in paragraph 3.2.1
CI China : Centillion Investment China Pte. Ltd.
CI China Group : CI China and its subsidiaries
CER Wuxi : Centillion Environment & Recycling (Wuxi) Co., Ltd, a
subsidiary of CI China
CDP : The Central Depository (Pte) Limited
Debt : Shall have the meaning ascribed to it in paragraph 3.1.2
Directors : The directors of the Company for the time being
Encumbrance : Any mortgage, assignment of receivables, debenture, lien,
charge, pledge, title retention, right to acquire, security
interest, options, rights of first refusal and any other
encumbrance or condition whatsoever
Equity Transfer Agreement : The equity transfer agreement dated 15 October 2010
entered into between CI China on the one part and Zhu
Shanzeng and Wuxi Zengyang Construction Co., Ltd. on the
other part, (including any deeds of variation and/or
supplemental agreements) for the sale of the shares of CER
Wuxi by CI China
EGM : The extraordinary general meeting of the Company to be
convened, the notice of which is set out on page 20 of this
Circular
FY : Financial year ended or ending, as the case may be, 30
June
Group : The Company and its subsidiaries
High-Tech Zone Land : Shall have the meaning ascribed to it in paragraph 2.1
Listing Manual : The listing manual of the SGX-ST
2
Loan : The outstanding loan of approximately RMB 25,000,000.00
currently owing by CER Wuxi to 無錫錫州农村商业银行坊前支行 (Xizhou Agriculture Commercial Bank) of 無錫市, 新區坊前鎮,新芳路39號,郵編214000
Long-Stop Date : 28 April 2011, or such other date as the Parties may agree
in writing
Mortgage : The existing mortgage on the Property in favour of無錫錫州农村商业银行坊前支行 (Xizhou Agriculture Commercial
Bank) of無錫市,新區坊前鎮,新芳路39號,郵編 214000
NTA : Net tangible assets
Parties : The Company and the Purchaser and “Party” refers to any
one of them
Plant : The waste collection and recycling plant located on the
High-Tech Zone Land
Property : The High-Tech Zone Land and the Plant
Proposed Disposal : Shall have the meaning ascribed to it in paragraph 1.1
Purchaser : Win Early Holdings Limited (BVI Company Number
1456121), a company incorporated in the British Virgin
Islands and having its registered office at P.O. Box 957,
Offshore Incorporations Centre, Road Town, Tortola, British
Virgin Islands, and its correspondence address at 5/F Heng
Shan Centre, 145 Queen’s Road East, Wanchai, Hong Kong
PRC : The People’s Republic of China
Relevant Exchange Rate : The RMB to US$ exchange rate calculated as the average
of the middle rate as quoted by Reuters on each of the 5
Business Days immediately preceding the date on which the
relevant sum is due for payment under the Sale and
Purchase Agreement
Sale and Purchase Agreement : The sale and purchase agreement between the Company
and the Purchaser dated 14 January 2011 for the sale of the
Sale Shares by the Company to the Purchaser
Sale Shares : All the issued and paid-up shares in the share capital of CI
China
Securities Account : A securities account maintained by a Depositor with the
CDP but does not include a securities sub-account
SGX-ST : Singapore Exchange Securities Trading Limited
Shares : Ordinary shares in the share capital of the Company
Shareholders : Registered holders of the Shares, except that where the
registered holder is the CDP, the term “Shareholders” shall,
in relation to such Shares, mean the persons whose direct
Securities Accounts maintained with the CDP are credited
with the Shares
3
Shareholders’ Approval : The approval of the Shareholders for the Proposed Disposal
to be obtained at the EGM
substantial shareholder : In relation to a Singapore incorporated company that is
listed on the SGX-ST, a person who has an interest in not
less than 5% of the issued voting shares of that listed
company
Subsidiary : Has the meaning ascribed to it in the Companies Act
RMB : The lawful currency of the People’s Republic of China
S$ : The lawful currency of Singapore
US$ : The lawful currency of the United States of America
% : Per centum or percentage
The terms “Depositor” and “Depository Register” shall have the meanings ascribed to them
respectively in Section 130A of the Companies Act.
Words importing the singular shall, where applicable, include the plural and vice versa. Words importing
the masculine gender shall, where applicable, include the feminine and neuter genders. References to
persons shall include corporations.
Any reference in this Circular to any enactment is a reference to that enactment as for the time being
amended or re-enacted. Any word defined under the Companies Act or any statutory modification
thereof and not otherwise defined in this Circular shall have the same meaning assigned to it under the
Companies Act or any statutory modification thereof, as the case may be.
Any reference to a time of day in this Circular is made by reference to Singapore time unless otherwise
stated.
The total of figures listed in certain tables included in this Circular may not be the same as the arithmetic
sum of the figures. Any such discrepancies are due to rounding.
Unless otherwise specifically provided the following RMB:US$ exchange rate (being the exchange rate
published by the China State Administration of Foreign Exchange on the date of the Sale and Purchase
Agreement, (i.e. 14 January 2011)) is used throughout this Circular: RMB658.96:US$100.
4
CENTILLION ENVIRONMENT
& RECYCLING LIMITED(Incorporated in the Republic of Singapore)
(Company Registration No. 199206445M)
LETTER TO SHAREHOLDERS
Directors: Registered Office:
Mr Chng Weng Wah
Mr Richard Basil Jacob
Non-Executive Chairman
Chief Executive Officer
65 Tech Park Crescent
Singapore 637787
Mr Loh Eu Tse Derek
Ms Li Ling Xiu
(Alternate Director: Mr Chow Hock Meng)
Non-Executive Director
Non-Executive Director
Mr Jen Shek Voon
Mr Lim Kee Way Irwin
Prof Tan Cheng Han
Independent Director
Independent Director
Independent Director
28 March 2011
To: The Shareholders of
Centillion Environment & Recycling Limited
Dear Sir/Madam
PROPOSED DISPOSAL BY THE COMPANY OF THE ENTIRE ISSUED AND PAID-UP SHARE
CAPITAL OF ITS WHOLLY-OWNED SUBSIDIARY, CENTILLION INVESTMENT CHINA PTE. LTD.
1. INTRODUCTION
1.1 Announcement of the Proposed Disposal
On 17 January 2011, the Directors of the Company announced that it had on 14 January 2011
entered into the Sale and Purchase Agreement with the Purchaser wherein the Company had
agreed to sell, and the Purchaser had agreed to purchase, the entire issued and paid-up capital
of its wholly-owned subsidiary, CI China, together with the Debt due and owing by CI China to
the Company (the “Proposed Disposal”).
The principal terms and conditions of the Proposed Disposal as set out in the Sale and Purchase
Agreement are more particularly set out in paragraph 3 of this Circular.
1.2 The EGM and the Circular
The Board of Directors propose to convene an EGM to seek Shareholders’ Approval in respect
of the Proposed Disposal.
The purpose of this Circular is to explain the reasons for, and to provide Shareholders with
information relating to, the above-mentioned proposal and to seek Shareholders’ Approval in
relation thereto at the EGM to be held on 13 April 2011 at 2:30 p.m. at 300 Jalan Bukit Ho Swee,
The Equation Singapore 169566. The Notice of the EGM is set out on page 20 of this Circular.
5
2. BACKGROUND
2.1 Description of CI China
The Company holds the entire issued share capital of CI China. CI China is a private limited
company incorporated in Singapore on 21 February 2003 and its principal activities are general
wholesale trading (including general importers and exporters) and being an investment holding
company.
The bulk of the assets of CI China is its shares in its wholly-owned subsidiary, CER Wuxi. CER
Wuxi is a limited liability company incorporated in Wuxi New District, the PRC and is currently
in the business of the collection and recycling of waste in the PRC. CER Wuxi holds the land use
rights of Lot 60-1, Block B of Wuxi National High-Tech Industrial Development Zone, which
comprises an area of 76,394.8 square meters, through to 21 September 2053 (the “High-Tech
Zone Land”).
In June 2009, CER Wuxi completed the construction of the Plant on the High-Tech Zone Land,
which has been in operation since 31 December 2009. The Plant has a built up area of 26,777.48
square metres and comprises 10 buildings (1 administration building, 1 chemical process plant,
1 mechanical plant, 1 warehouse, 1 main guard house and 5 ancillary buildings) and the
construction cost of the Plant and its land use right amounted to approximately RMB 129.6
million.
In the latest completed financial quarter from October 2010 to December 2010, CI China
incurred a loss of S$501,000, solely attributable to CER Wuxi.
2.2 Description of the Purchaser
Win Early Holdings Limited (the “Purchaser”) is a company incorporated in the British Virgin
Islands on 7 January 2008 and it is an investment holding company having its registered office
at P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands, and
its correspondence address at 5/F Heng Shan Centre, 145 Queen’s Road East, Wanchai, Hong
Kong.
The original shareholder and director of the Purchaser since the date of incorporation was Ms
Sit Kwok Hung, a Chinese National. Ms Sit Kwok Hung subsequently stepped down as director
when she sold the entire paid up share capital of the Purchaser to Ms Chen Xiao on 7 January
2011.
Ms Chen Xiao currently is the sole director and shareholder of the Purchaser with effect from 7
January 2011. She is a Chinese national. Ms Chen Xiao and her family have investments in
companies in the construction industry in China and Ms Chen Xiao is expanding her investment
to the recycling of waste business in China by purchasing CI China through the Purchaser.
At the completion of the Proposed Disposal, Win Early Holdings Limited will hold 100% of the
equity in CI China.
2.3 Background of the Proposed Disposal
The Company had appointed an independent agent, Boom State Investments Limited, a
company incorporated in the British Virgin Islands on 2 April 2007 (“Agent”) to solicit potential
interests in buying either the property of CER Wuxi or the equity interest in the CI China Group.
The primary business of the Agent is to provide consultancy services to foreign companies in
China and the sole shareholder and director of the Agent is Ms Zhu Tao, who is a Chinese
national. Ms Zhu Tao was introduced to a director of the Company, Mr Eddie Chng, at a business
meeting in China in early 2009. The Agent was subsequently appointed by the Company in mid
2009 to source for potential buyers to take over the Company’s business in China and the Agent
had been actively looking for a suitable purchaser for the Company since their appointment.
6
In late 2010, the Agent initiated and established the discussion relating to the Proposed Disposal
with the Purchaser which concluded with the execution of the Sale and Purchase Agreement.
Although the Company had met earlier in 2009 at a business function, neither the Company nor
the Directors have had any dealings with the Purchaser or its directors or substantial
shareholders prior to the Proposed Disposal.
As the Agent assisted the Company in securing the Purchaser for the Proposed Disposal and
facilitated the agreement between the Company and the Purchaser, the Company had agreed
to pay the Agent a commission equivalent to 10% of the gross consideration (before deduction
of CER Wuxi’s outstanding bank loans) which amounted to RMB 8.5 million (“Commission”).
The Commission is payable by the Company to the Agent upon Completion of the Proposed
Disposal. Ms Zhu Tao is not related to any substantial shareholders or the directors of the
Company.
Pursuant to the Sale and Purchase Agreement, the Company agreed to dispose of 100% of its
equity in CI China and assign the Debt to the Purchaser upon the terms and conditions more
particularly described in paragraph 3 below.
2.4 Rule 1006 of the Listing Manual
The relative figures of the Proposed Disposal, computed according to Rule 1006(a) to (d) of
Chapter 10 of the Listing Manual based on the Company’s latest audited consolidated financial
statements for FY 2010, are as follows:–
Rule 1006 Computations Percentage
Rule 1006(a) Net Asset Value of the assets to be disposed of compared with the
Group’s Net Asset Value1
46.4%1
Rule 1006(b) Net Loss attributable to the asset disposed of compared with the
Group’s net profits2
61.25%2
Rule 1006(c) Aggregate value of the consideration received compared with the
Group’s market capitalization based on the total number of used
shares excluding treasury shares (as at the market day preceding
the date of the Sale and Purchase Agreement)3
24.3%3
Rule 1006(d) Number of equity securities issued by the Company as consideration
for the acquisition, compared with the number of equity securities
previously in issue
Not applicable
to a disposal
Notes:
1. The Net Asset Value of the assets to be disposed under the Proposed Disposal is S$11,244,000, compared with
the Group’s Net Asset Value of S$24,215,000.
2. Net loss attributable to CI China Group was S$11.7 million over the Group’s Consolidated Net loss of S$19.1 million.
3. Using the weighted average market price on 13 January 2011, the aggregate value of the consideration received
was S$10,043,000, compared with the Group’s market capitalization based on the total number of used shares
excluding treasury shares of S$41,367,000.
As the relative figures under Rules 1006(a), (b) and (c) above exceed 20%, the Proposed
Disposal constitutes a major transaction by the Group under Chapter 10 of the Listing Manual
and is subject to the approval of the Shareholders.
7
3. PRINCIPAL TERMS AND CONDITIONS OF THE PROPOSED DISPOSAL
3.1 Sale and Purchase Agreement and Assignment of Debt
3.1.1 Under the Sale and Purchase Agreement, the Company will sell and the Purchaser will
purchase the entire issued share capital of CI China.
3.1.2 In addition to the sale of the entire issued share capital of CI China, the Company under
the Sale and Purchase Agreement will also assign the Debt (as defined below) to the
Purchaser upon Completion of the Sale and Purchase Agreement.
The Company had on various occasions provided loans to the CI China Group to fund
their several transactions/investments. These transactions were primarily denominated in
S$ and US$ and the Company had provided the loan in the currency required for the
particular transaction/investment. As at the date of the Sale and Purchase Agreement, CI
China owes the Company S$28,407,716.74 and US$533,842.44 (the “Debt”).
3.2 Consideration for the Proposed Disposal
3.2.1 Consideration and Assignment Consideration
In the negotiations between the Company and the Purchaser, the Purchaser had agreed
to pay RMB 85 million for CI China without assuming the Loan and the Debt. It is
subsequently agreed between the parties that the Purchaser will buy the entire issued
and paid up share capital of CI China at the consideration of RMB 60 million and
concurrently assuming the Loan of approximately RMB 25 million. The Purchaser had
requested for the consideration of the Proposed Disposal to be structured such that it
shall comprise:–
(i) a cash payment in the sum of S$1.00 by the Purchaser to the Company for the
transfer of the Sale Shares (the “Consideration”); and
(ii) a cash payment in the sum of US$9,105,256 (RMB60 million) by the Purchaser to
the Company for the assignment of the Debt from the Company to the Purchaser
(the “Assignment Consideration”),
to be paid in accordance with the Sale and Purchase Agreement.
The Purchaser has delivered an aggregate sum of US$1,517,542 (RMB10 million) to the
Company as a non-refundable deposit at the time of execution of the Sale and Purchase
Agreement (the “Deposit”). The Deposit shall, at Completion, be available for offsetting
against the Assignment Consideration. Should Completion not take place in accordance
with the terms of the Sale and Purchase Agreement (other than as a result of any wilful
default on the part of the Company), the Parties agree that the Deposit is not a penalty
but represents a genuine pre-estimate of the loss, damage, inconvenience and
opportunity costs which will be suffered by the Company.
3.2.2 Adjustment of the Assignment Consideration
The Assignment Consideration is subject to certain adjustments in accordance with the
Sale and Purchase Agreement, which provides for, inter alia, the following changes during
the period from the date of the Sale and Purchase Agreement to the date of Completion:
(a) all costs, claims, expenses and all other liabilities in respect of, relating to or incurred
by CI China Group;
(b) all revenue earned or accrued to the CI China Group; and
(c) changes in shareholder loan from the Company to CI China Group.
8
3.2.3 Basis
The consideration for the Proposed Disposal was arrived at after arms’-length
negotiations between the Company and the Purchaser, and on a “willing-buyer, willing-
seller” basis.
The net asset value of the CI China Group was stated in the 30 June 2010 audited
consolidated financials of the Group as S$11,244,000 and was revised to S$8,450,000 as
at 31 December 2010. The reduction in the net assets was principally due to further
operating losses incurred, depreciation of RMB and repatriation of excess cash during the
half year ended 31 December 2010. A breakdown of the depreciation of the net asset
value of CI China Group as reported in the Group’s consolidated balance sheet is set out
below:–
S$’000
Net Asset of CI China Group as at 30 Jun 2010 11,244
Less
Operating losses during half year ended 31 Dec 2010 (971)
Foreign Currency translation difference for CI China Group (1,155)
Repatriation of excess cash from CI China Group (668)1
Net Asset of CI China Group as at 30 Dec 2010 8,450
1. Subsequent to prior financial year ended on 30 June 2010, in August 2010, CER Wuxi refinanced its secured
RMB working capital loan of RMB 15 million (S$3.1 million) with another lender in PRC. The new loan facility
is a revolving credit line for up to RMB 25 million (S$5 million), available until 1 August 2015 and secured
by a mortgage over its land use right and buildings in Wuxi, Jiangsu Province, PRC. On 23 August 2010,
CER Wuxi had drawn down the maximum loan quantum of RMB 25 million (S$5 million). Following the
drawdown, from September to December 2010, excess cash of approximately S$668,000 had been remitted
to the Company as repayment against amount owed to the Company.
The balance sheet and statement of comprehensive income of the CI China Group for the
past three years are set out below:–
Consolidated Summarised Balance Sheets 30 Jun 10 30 Jun 09 30 Jun 08
Current Asset 266 569 6,214
Non-Current Assets 15,095 24,974 20,153
Total Assets 15,362 25,544 26,366
Current Liabilities 4,117 2,503 1,167
Shareholder Loan 30,216 29,695 30,319
Share Capital 3,070 3,070 3,070
Accumulated Losses and Reserves (22,042) (9,725) (8,189)
11,244 23,040 25,199
Total Liabilities and Equity 15,362 25,544 26,366
9
Consolidated Summarised Comprehensive
Income Statements
Year Ended
30 Jun 10
Year Ended
30 Jun 09
Period Ended
30 Jun 08
Revenue 230 107 117
Cost of Sales (210) (83) (1)
Gross Loss 20 24 116
Operating Expenses* see below for details (2,223) (1,838) (2,453)
Provision for Impairment loss on fixed assets (9,500) (1,047) —
Net Operating Loss before Tax (11,703) (2,861) (2,338)
Tax — 36 —
Net Operating Loss (11,703) (2,825) (2,338)
Change in exchange fluctuations (613) 1,289 67
Net Comprehensive Loss (12,316) (1,536) (2,271)
Personnel & related expenses 789 868 645
Depreciation & Amortisation 171 241 277
Repair & Maintenance & Facility costs 336 361 49
PropertyTax 166 185 270
Utilities 151 153 52
Professional fees 170 214 425
IT, Software & telecommunication 102 20 30
(Gain)/Loss on disposal of FA 0 (1) 489
(Reversal)/provision for doubtful debt 0 (372) (47)
Interest Expense 122 14 —
Others 216 155 263
Total Operating Expenses (2,223) (1,838) (2,453)
The auditors of CI China and CER Wuxi are KPMG LLP Singapore and Fangzheng
Accountants, Co Ltd, Jiangsu, PRC respectively.
Taking into account the net asset value of CI China Group of S$8,450,000 (comprising
assets available for sale of S$13,995,000 (which is inclusive of the non-current assets of
CER Wuxi) less liabilities available for sale of S$5,545,000) as at 31 December 2010, the
Directors are of the opinion that the Consideration and the Assignment Consideration
represents a fair value for the equity interest of CI China and the assignment of the Debt
for reasons stated below:–
(i) CI China Group has been making losses since January 2005 and the accumulated
loss incurred by CI China Group as of 30 June 2010 is approximately S$23 million
(of which included a total loss of S$10,547,000 being provision for impairment of
fixed assets);
(ii) CER Wuxi had not been effective in securing business in China which results in the
significant underutilisation of its invested capacity. If the Company continues to hold
its investment in CI China Group without improving its performance, the Group will
continue to suffer the losses incurred by CI China Group amounting to
approximately S$500,000 per quarter;
10
(iii) the Company had been evaluating its options in respect of its investment in CI China
Group since FY2009 and announced its intention to exit the China market and cease
operations in China in May 2010. The Company had been actively seeking for
purchasers interested in taking over its operations in China and/or in buying over CI
China Group. The purchase price offered by the Purchaser for the Proposed
Consideration is the best offer the Company has received; and
(iv) the net asset value of CI China Group is close to the Consideration together with the
Assignment Consideration from the Proposed Disposal.
3.2.4 Valuation
As the bulk of the assets of CI China is in CER Wuxi and the non-current assets of CER
Wuxi represents the bulk of the total assets of CER Wuxi, Jiangsu Jin Ning Da Real
Estate Evaluation and Consultant Co., Ltd (the “Valuer”) was commissioned by CER
Wuxi to conduct an independent professional valuation of the non-current assets
(comprising valuation of High Tech-Zone Land and the Plant) of CER Wuxi.
The Valuer was a Registered Land Appraiser and a Registered Real Estate Appraiser with
the Jiangsu Land Appraisers Society and the Ministry of Housing of Urban-Rural
Development of PRC, respectively.
As at 28 July 2010, the non-current assets of CER Wuxi was estimated to be valued at
approximately RMB128 million (approximately S$25 million). This valuation was arrived at
based on the value of the land use rights of the Property and the value of the real
properties of CER Wuxi. In valuing the land use rights of the Property, the Valuer
considered the tender cost of the Property taking into account market adjustments for
taxes imposed by the relevant authorities and the remaining useful life of the land use
rights. In valuing the real properties of CER Wuxi, the Valuer took into account the
replacement construction cost of the Property (including all fittings) as well as the process
equipment and furniture.
Having considered indicative offers, CI China Group had written down the value of the
assets with CI China Group to their respective estimated net realisable values by S$9.5
million during the year ended 30 June 2010. The aforesaid writing down of the value of
the assets of the CI China Group was approved by the audit committee of the Company
(“Audit Committee”) when the Audit Committee approved the financial statements of the
Company for the year ended 30 June 2010.
3.2.5 Payment
On Completion and against compliance with the provisions of the Sale and Purchase
Agreement, the Purchaser shall deliver payment of the Consideration and the balance of
the Assignment Consideration to the Company by cashier’s order or banker’s draft drawn
on a bank licensed in Singapore and made out in favour of the Company, or in such other
manner as may be agreed between the Company and the Purchaser in writing.
The Parties agreed that all amounts payable under the Sale and Purchase Agreement
shall be payable for value, in the currency of US Dollars. All amounts payable shall be
converted from RMB into US Dollars at the Relevant Exchange Rate.
11
3.3 Conditions Precedent
Under the terms of the Sale and Purchase Agreement, the Proposed Disposal is conditional
upon, amongst other things, the following conditions precedent being fulfilled prior to the
Long-Stop Date:–
3.3.1 the Purchaser having received all documents and information that it has requested (as set
out in the Sale and Purchase Agreement) in connection with its due diligence on the
Property and CI China and its subsidiaries, the completion of a due diligence review on
the Property and CI China and its subsidiaries and on matters connected with the
Property, the results of such review being reasonably satisfactory to the Purchaser.
For the avoidance of doubt, the Purchaser has acknowledged that:–
(a) the Property is currently subject to the Mortgage; and
(b) the Loan is outstanding.
The Purchaser agrees that the Mortgage and/or the Loan would not be discharged by the
Company prior to, on or after the date of Completion;
3.3.2 none of the following having occurred: (i) resolution passed or court order made for the
winding up of the Company or CI China, (ii) the appointment of a liquidator, receiver or
judicial manager in respect of the Company or CI China or all or any assets of the
Company or CI China, (iii) the entry by the Company or CI China into any arrangement
or composition for the benefit of its creditors, (iv) the Company or CI China being unable
to pay its debts as and when they fall due, (v) cessation of business by the Company or
CI China, or (vi) any distress, attachment or other legal process levied, enforced or sued
out on or against the Property;
3.3.3 there being no breach of any of the warranties given in accordance with the Sale and
Purchase Agreement and such warranties remaining true and not misleading in any
material respect;
3.3.4 the Company having received all approvals and authorisations necessary for the entry
contemplated under the Sale and Purchase Agreement, including the approval of the
Company’s shareholders having been obtained for the entry into the Sale and Purchase
Agreement and the performance of the Company’s obligations under the Sale and
Purchase Agreement (if necessary); and
3.3.5 such approvals (if any) as may be necessary from the relevant competent authorities
having jurisdiction over the transactions described in the Sale and Purchase Agreement
being obtained on terms (if any) acceptable to the Parties and not withdrawn or amended,
including the approval of the SGX-ST being obtained (and not revoked as at the date of
Completion) for the Company’s entry into the Sale and Purchase Agreement and for the
transactions contemplated therein.
3.4 Appointment of Persons Nominated by the Purchaser
The Sale and Purchase Agreement provides that CI China will, within 10 Business Days of the
Sale and Purchase Agreement, appoint such persons nominated by the Purchaser to assume
the following positions in CER Wuxi:–
(i) deputy general manager;
(ii) deputy finance manager; and
(iii) deputy marketing manager,
(collectively, the “Nominated Persons”).
12
The Nominated Persons have since been appointed by CI China on 18 January 2011.
The Nominated Persons shall not receive any salary and/or other forms of compensation from
the Company and/or CI China. The Nominated Persons shall not have any control or executive
powers and their main role is to work with the current management team to understand their
operations. In the event the Sale and Purchase Agreement is terminated and Completion does
not take place, the Nominated Persons will be removed from their respective positions. The Sale
and Purchase Agreement does not provide that the Nominated Persons be compensated for
such removal of their positions.
3.5 Warranties by the Company
Pursuant to the Sale and Purchase Agreement, the Company has, among others, given the
following warranties to the Purchaser that:–
3.5.1 it is currently, and shall on Completion be, the legal and beneficial owner of the Sale
Shares, and that the Sale Shares represent, and shall on Completion represent, the entire
issued and paid-up share capital of the Company;
3.5.2 it is entitled to sell and transfer or procure the sale and transfer of the Sale Shares to the
Purchaser and/or its nominee, free from all and any Encumbrances together with all rights
and benefits attaching thereto as at the date of Completion and no other person has or
shall have any rights of pre-emption over the Sale Shares;
3.5.3 on Completion, the Sale Shares in the Company is and shall have been authorised,
allotted, validly issued and fully paid-up;
3.5.4 it has full power and authority to execute and deliver the Sale and Purchase Agreement
and the agreements contemplated therein, and to consummate the transactions
contemplated thereby and that the Sale and Purchase Agreement and all such other
agreements and obligations entered into and undertaken in connection with the
transactions contemplated thereby constitute its valid and legally binding obligations,
enforceable against it in accordance with its respective terms;
3.5.5 the entry into and the performance by the Company of its obligations under the Sale and
Purchase Agreement shall not:–
3.5.5.1 conflict with or result in a breach of its constitutive documents;
3.5.5.2 infringe, or constitute a default under, any instrument, contract, document or
agreement to which it is a party or by which its assets are bound; or
3.5.5.3 result in a breach of any law, rule, regulation, ordinance, order, judgment,
decree, approval or licence of or undertaking to any court, government body,
statutory authority or regulatory, administrative or supervisory body to which it is
a party or by which it or its assets are bound, whether in Singapore or
elsewhere; and
3.5.6 all documents relating to equipment, building and land procurement process and the
relevant invoices as at the date of the Sale and Purchase Agreement have been provided
to the Purchaser, and to the actual knowledge of the Company, the documents and
invoices are accurate and there are no outstanding payment due to third parties under
such invoices.
13
3.6 Indemnity by Purchaser
On 20 October 2010, the Company announced that CI China had entered into an Equity Transfer
Agreement dated 15 October 2010 with Zhu Shanzeng and Wuxi Zengyang Construction Co.,
Ltd, (collectively, the “CER Wuxi Purchasers”) wherein CI China agreed to sell the entire issued
and paid up capital of CER Wuxi to the CER Wuxi Purchasers. On 7 February 2011, the
Company announced that the Equity Transfer Agreement is deemed terminated in accordance
with the terms of the Equity Transfer Agreement due to certain conditions precedent not being
met.
Under the Sale and Purchase Agreement, the Purchaser acknowledged that CI China had
entered into the Equity Transfer Agreement and that the Equity Transfer Agreement had not
been terminated as at the date of the Sale and Purchase Agreement. The Sale and Purchase
Agreement provides that the Purchaser shall indemnify and keep indemnified and hold harmless
the Company, its successors and assigns from and against all losses, liabilities, taxes,
obligations, damages, judgments, deficiencies, claims, demands, suits, proceedings,
arbitrations, assessments, costs and expenses (including, without limitation, expenses of
investigation and enforcement of this indemnity and attorneys’ fees and expenses on a full
indemnity basis), suffered or paid by the Company (directly or indirectly under or in connection
with the Equity Transfer Agreement) either in accordance with the judgment, order and/or under
the directions of any court, whether in Singapore, the People’s Republic of China or elsewhere;
or in other circumstances, as agreed and consented by the Purchaser.
3.7 Non-Completion of the Sale and Purchase Agreement
Without prejudice to any other remedies available, in the event that either Party fails to perform
any of its obligations under the Sale and Purchase Agreement, and this results in the inability to
complete the Proposed Disposal in accordance with the Sale and Purchase Agreement, the
Party not in default shall have the right to:–
3.7.1 defer Completion to a date not more than 28 days after the Completion Date (and so that
the provisions of the Sale and Purchase Agreement shall apply to Completion as so
deferred);
3.7.2 effect Completion so far as practicable having regard to the defaults which have occurred
(without prejudice to their rights); or
3.7.3 terminate the Sale and Purchase Agreement and neither Party shall have any claim
against the other for costs, damages, compensation or otherwise, save for any claim
arising from an antecedent breach of the terms of the Sale and Purchase Agreement.
3.8 Governing Law and Resolution of Disputes
The Sale and Purchase Agreement is governed by the laws of the Republic of Singapore. Where
disputes arising out of or in connection with the Sale and Purchase Agreement cannot be
resolved through negotiations between the Parties, such disputes shall be referred to and finally
and conclusively resolved by arbitration in Singapore at the Singapore International Arbitration
Centre. In the event that recourse to the courts shall be necessary for the purpose of determining
any question of law required to be determined for arbitration, the Parties submit to the
non-exclusive jurisdiction of the courts of the Republic of Singapore.
14
4. RATIONALE FOR THE PROPOSED TRANSACTION
CI China Group operated at a loss of approximately S$11.7 million for the financial year ended
30 June 2010, and based on the financial statements for the financial year ended 30 June 2010,
CI China Group has an accumulated loss of approximately S$23 million for the financial year
ended 30 June 2010.
The loss recorded by CI China Group was partly due to CER Wuxi not being able to collect and
process at an optimal level of electronic waste.
The future of the waste recycling industry in the PRC remains uncertain and the Company is not
confident that the prospects of CI China Group will improve in the foreseeable future.
The Board believes that the Proposed Disposal will relieve the Company from further exposure
to the financial losses of CI China Group which amounts to approximately S$500,000 per
quarter. The Board does not expect the Proposed Disposal to disrupt the normal business
operations of the Group, which focus on the USA and Europe.
The Proposed Disposal will enable the Company to reduce its borrowings and to redeploy its
working capital more efficiently towards developing the existing businesses of the Company. It
is in line with the Company’s strategy to unlock the value of its assets and to focus on its core
competencies. The management intends to seek other opportunities that will improve the
earnings of the Group.
Subsequent to the Completion, the principal subsidiaries of the Group and their principal
activities making up the Continuing Operations are set out below:–
Name of Company
Country of
Incorporation
Effective
Equity
Holding Principal Activities
Centillion Environment & Recycling
(Singapore) Pte Ltd
Singapore 100% Electronic Waste
Recycling
Centillion Environment & Recycling
UK Limited
United Kingdom 100% Electronic Waste
Recycling
Metech Recycling, Inc USA 100% Electronic Waste
Recycling
The assets of the Group’s Continuing Operations shall predominantly be those of United States
operations. The Group’s Continuing Operations shall principally be the recycling of End-of-Life
Electronics (“EOL”) in United States and United Kingdom and precious metal recovery business
(“PMR”) in Singapore. Recently, the Group also announced its expansion into Continental
Europe by incorporating a subsidiary and building a recycling plant in Czech Republic.
The net assets and revenues attributable to the Proposed Disposal and Continuing Operations
are set out below:–
Net Assets Revenue
31/12/10 1H2011 FY2010
S$’000 S$’000 S$’000
Continuing Operations
EOL 9,659 10,061 21,658
PMR 464 2,468 8,034
10,123 12,529 29,692
Proposed Disposal 8,450 136 230
TOTAL 18,573 12,665 29,922
15
4.1 Use of Proceeds
The proceeds of the Proposed Disposal will be used to reduce borrowings, pay for related
expenses and provide additional working capital for the Group’s businesses.
Repayment of inter-company borrowing (principal and interest) US$1.1 million
Expansion via working capital US$6.6 million
Payment of expenses relating to Proposed Disposal (principally agent
commission, legal and other compliance costs)
US$1.4 million
Total proceeds US$9.1 million
The Company will make periodic announcements on the SGX-ST as and when the proceeds of
the Proposed Disposal are materially deployed and to provide status report(s) on the use of such
proceeds in its annual report(s).
5. FINANCIAL EFFECTS OF THE PROPOSED TRANSACTION
Based on the financial statements of CI China Group for the most recently completed financial
year for which consolidated financial statements are available, being the financial year ended 30
June 2010, the net loss attributable to the asset being disposed of was approximately S$11.7
million.
The net asset value of the CI China Group is S$11,244,000 as at 30 June 2010 audited
financials. As mentioned in paragraph 3.2.3 above, the net asset value of CI China Group was
revised to S$8,450,000 as at 31 December 2010. Accordingly, the deficit of the proceeds from
the Proposed Disposal over the book value of the Debt and the Sale Shares as at 30 June 2010
is approximately S$2.18 million.
The consolidated balance sheet and the pro-forma consolidated balance sheet of the Group
before and after the Proposed Disposal are set out below:–
Audited Unaudited Pro-forma1
30-Jun-10 31-Dec-10 31-Dec-10
$’000 $’000 $’000
Current assets
Inventories 1,139 710 710
Trade and other receivables 4,414 3,784 3,784
Restricted cash held in trust 615 — –
Cash and cash equivalents 316 137 7,237
Assets classified as held for sale 15,362 13,995 —
21,846 18,626 11,731
Non-current assets
Property, plant and equipment 7,409 6,777 6,777
Subsidiaries — — –
Goodwill 10,655 10,655 10,655
Deferred tax assets 1,923 1,767 1,767
Restricted cash held in trust — 566 566
Amount due from subsidiary — — –
19,987 19,765 19,765
Total assets 41,833 38,391 31,496
16
Audited Unaudited Pro-forma1
30-Jun-10 31-Dec-10 31-Dec-10
$’000 $’000 $’000
Current liabilities
Borrowings 4,773 4,239 4,239
Liabilities classified as held for sale 4,118 5,545 —
Trade and other payables 8,707 8,567 8,567
Loan from shareholder — 1,350 —
17,598 19,701 12,806
Non-current liabilities
Borrowings/Deferred payments 20 117 117
Equity attributable to equity holders of the Company
Share capital 152,854 152,854 152,854
Reserves 3,270 2,567 2,567
Accumulated losses (131,909) (136,848) (136,848)
Total equity 24,215 18,573 18,573
Total liabilities and equity 41,833 38,391 31,496
Gearing Ratio (Total Liabilities/Total Equity) 0.73 1.07 0.70
1 For illustrative purposes only, the pro-forma balance sheet is presented assuming the Proposed Disposal had been
completed on 31 December 2010.
5.1 Assumptions
The financial effects on the NTA per share and the earnings per share of the Group are set out
below. The financial effects have been prepared based on the audited consolidated financial
statements of the Group for FY 2010, are purely for illustrative purposes only and do not reflect
the actual financial position of the Group after the completion of the Proposed Disposal.
5.2 Earnings
For illustrative purposes only and assuming that the Proposed Disposal had been completed on
1 July 2009, the effect on the loss per share of the Group for FY 2010 are as follows:–
Before Proposed
Disposal
After Proposed
Disposal
Loss after tax and minority interests (S$ ‘000) S$19,107 S$21,287
Loss per share (cents) 0.24 0.26
For the avoidance of doubt, the figure above includes the loss on disposal of the asset being
disposed which is approximately S$2.18 million.
5.3 Net Tangible Assets
For illustrative purposes only and assuming the Proposed Disposal had been completed on
30 June 2010, the estimated financial effects on the consolidated NTA of the Group for FY 2010
are as follows:–
Before Proposed
Disposal
After Proposed
Disposal
NTA (S$ ‘000) S$24,215 S$22,035
NTA per share (cents) 0.29 0.27
17
6. INTEREST OF DIRECTORS AND SUBSTANTIAL SHAREHOLDERS
None of the Directors nor substantial shareholders of the Company has any interest (direct or
indirect) in the Proposed Disposal.
The Directors or substantial shareholders of the Company and the number of Shares in which
they have an interest are as follows at 25 February 2011:–
Names of Directors
Direct
Interest %
Deemed
Interest % Total %
Chng Weng Wah — — 2,271,682,847 27.46 2,271,682,847 27.46
Li Ling Xiu — — — — — —
Richard Basil Jacob — — 1,000,000 0.01 1,000,000 0.01
Jen Shek Voon — — — — — —
Lim Kee Way Irwin — — — — — —
Tan Cheng Han — — — — — —
Loh Eu Tse Derek — — — — — —
Chow Hock Meng
(Alternate to Li Ling Xiu)
— — — — — —
Notes:
(a) By virtue of Section 7 of the Companies Act, Cap. 50, Chng Weng Wah is deemed to be interested in the shares
which Equation Corp Limited has an interest in.
(b) Richard Basil Jacob is deemed to have an interest in the 1,000,000 shares held by Merrill Lynch (Singapore) Pte.
Ltd.
Substantial Shareholdings as at 25 February 2011
Name of Substantial
Shareholders
Direct
Interest %
Deemed
Interest % Total %
Equation Corp Limited — — 2,271,682,847 27.46 2,271,682,847 27.46
Chng Weng Wah — — 2,271,682,847 27.46 2,271,682,847 27.46
Oei Hong Leong
Foundation Pte Ltd
1,140,682,847 13.79 — — — —
Chip Lian Private
Limited
— — 1,140,682,847 13.79 1,140,682,847 13.79
Oei Hong Leong — — 1,140,682,847 13.79 1,140,682,847 13.79
Tan Ng Kuang 778,960,000 9.42 — — — —
Notes:
(a) Equation Corp Limited is deemed to have an interest in the 2,271,682,847 shares held by Phillip Securities Pte Ltd.
(b) By virtue of Section 7 of the Companies Act, Cap. 50, Chng Weng Wah is deemed to be interested in the shares
which Equation Corp Limited has an interest in.
(c) By virtue of Section 7 of the Companies Act, Cap. 50, Chip Lian Private Limited and Oei Hong Leong are deemed
to be interested in the shares that Oei Hong Leong Foundation Pte Ltd has an interest in.
7. DIRECTORS’ RECOMMENDATION
The Directors, having considered inter alia, the terms of the Sale and Purchase Agreement, and
the financial effects and the rationale of the Proposed Disposal, are of the view that the
Proposed Disposal is in the best interests of the Company and its Shareholders. The Directors
(including all the directors on the Audit committee) unanimously recommend that Shareholders
vote in favour of the resolution (set out in the notice of the EGM at page 20 of this Circular) to
be proposed at the EGM to be held on 13 April 2011.
18
8. DIRECTORS’ RESPONSIBILITY STATEMENT
The Directors (including those who have delegated detailed supervision of this Circular)
collectively and individually accept responsibility for the accuracy of the information given in this
Circular and confirm, having made all reasonable enquiries, that to the best of their knowledge
and belief, the facts stated and opinions expressed in this Circular are fair and accurate in all
material respects as at the date of this Circular and there are no material facts the omission of
which would make any statement in this Circular misleading. Where information has been
reproduced from publicly available sources, the sole responsibility of the Directors has been to
ensure that such information is accurately reproduced in this Circular.
9. EXTRAORDINARY GENERAL MEETING
The EGM, notice of which is set out on page 20 of this Circular, will be held on 13 April 2011 at
2:30 p.m. at 300 Jalan Bukit Ho Swee, The Equation Singapore 169566 for the purpose of
considering and, if thought fit, passing with or without any modifications, the Ordinary Resolution
as set out in the notice of EGM.
10. ACTION TO BE TAKEN BY SHAREHOLDERS
Shareholders who are unable to attend the EGM and who wish to appoint a proxy to attend and
vote on their behalf will find attached to this Circular a Proxy Form which they are requested to
complete, sign and return in accordance with the instructions printed thereon as soon as
possible and in any event so as to arrive at the registered office of the Company not less than
48 hours before the time fixed for the EGM. Completion and return of the Proxy Form by a
Shareholder does not preclude him from attending and voting in person at the EGM if he so
wishes.
A Depositor shall not be regarded as a Shareholder entitled to attend the EGM and to speak and
vote thereat unless his name appears on the Depository Register as certified by CDP, 48 hours
before the EGM.
11. DOCUMENTS FOR INSPECTION
Copies of the following documents are available for inspection at the registered office of the
Company during normal business hours on any weekday (public holidays excepted) from the
date of this Circular up to and including the date of the EGM:–
(a) the Memorandum and Articles of Association of the Company;
(b) the Sale and Purchase Agreement;
(c) a copy of the valuation of the High-Tech Zone Land and the Plant conducted by Jiangsu Jin
Ning Da Real Estate Evaluation and Consultant Co., Ltd; and
(d) the Annual Report of the Company in respect of FY 2010.
Yours faithfully
For and on behalf of the Board of Directors
Richard Basil Jacob
Chief Executive Officer and Director
CENTILLION ENVIRONMENT & RECYCLING LIMITED
Singapore
19
CENTILLION ENVIRONMENT & RECYCLING LIMITED(Incorporated in the Republic of Singapore)
(Company Registration No. 199206445M)
NOTICE OF EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that an EXTRAORDINARY GENERAL MEETING (“EGM”) of Centillion
Environment & Recycling Limited (the “Company”) will be convened on 13 April 2011 at 2:30 p.m. at
300 Jalan Bukit Ho Swee, The Equation, Singapore 169566, for the purpose of considering and, if
thought fit, passing with or without any modifications the following ordinary resolution:–
ORDINARY RESOLUTION — THE PROPOSED DISPOSAL
THAT:–
(a) approval be and is hereby given for the disposal by the Company of its entire equity interest in
Centillion Investment China Pte. Ltd (“CI China”), the Company’s wholly-owned subsidiary, and
the assignment by the Company to the Purchaser of the debt due and owing by CI China to the
Company, particulars of which are set out in the Circular of the Company dated 28 March 2011
(“Proposed Disposal”);
(b) the entry into and execution of the Sale and Purchase Agreement as defined in the Circular dated
28 March 2011, and the transactions contemplated therein, be and is hereby ratified, confirmed,
approved and authorised; and
(c) the Directors of the Company, acting singly or any number of them, be and are hereby authorised
to approve, sign and enter into all such transactions, arrangements and agreements and execute
all adjustments, amendments, notices, instructions and documents (including but not limited to the
execution of application forms and transfers) and take such other action as may be necessary,
expedient, incidental or in the interests of the Company to give effect to the approvals given in this
Resolution or the transactions contemplated by the Proposed Disposal.
By Order of the Board
RICHARD BASIL JACOB
Chief Executive Officer and Director
Singapore
28 March 2011
Notes:–
1. A Member entitled to attend and vote at the EGM is entitled to appoint a proxy to attend and vote in his/her stead. A proxy
need not be a Member of the Company.
2. The instrument appointing a proxy must be deposited at the Registered Office of the Company at 65 Tech Park Crescent,
Singapore 637787 not less than forty-eight (48) hours before the time appointed for holding the Meeting.
20
CENTILLION ENVIRONMENT& RECYCLING LIMITED(Incorporated In the Republic of Singapore)
(Company Registration No. 199206445M)
PROXY FORM(Please see notes overleaf before completing this Form)
IMPORTANT:
1. For investors who have used their CPF monies to buy Centillion
Environment & Recycling Limited’s shares, this Circular is
forwarded to them at the request of the CPF Approved
Nominees and is sent solely FOR INFORMATION ONLY.
2. 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.
3. CPF investors who wish to attend the Meeting as an observer
must submit their requests through their CPF Approved
Nominees within the time frame specified. If they also wish to
vote, they must submit their voting instructions to the CPF
Approved Nominees within the time frame specified to enable
them to vote on their behalf.
I/We,
of
being a member/members of Centillion Environment & Recycling Limited (the “Company”), hereby appoint:
Name NRIC/Passport No. Proportion ofShareholdings
No. of Shares %
Address
and/or (delete as appropriate)
Name NRIC/Passport No. Proportion ofShareholdings
No. of Shares %
Address
or failing the person, or either or both of the persons, referred to above, the Chairman of the Meeting as my/ourproxy/proxies to vote for me/us on my/our behalf at the Extraordinary General Meeting (the “Meeting”) of theCompany to be held on 13 April 2011 at 2:30 p.m. and at any adjournment thereof. I/We direct my/our proxy/proxiesto vote for or against the Resolution proposed at the Meeting as indicated hereunder. If no specific direction as tovoting is given or in the event of any other matter arising at the Meeting and at any adjournment thereof, theproxy/proxies will vote or abstain from voting at his/her discretion. The authority herein includes the right to demandor to join in demanding a poll and to vote on a poll.
(Please indicate your vote “For” or “Against” with a tick [4] within the box provided.)
Resolution For Against
Ordinary Resolution — To approve the Proposed Disposal by the
Company of the entire issued and paid-up share capital of its
wholly-owned subsidiary, Centillion Investment China Pte. Ltd.
Dated this day of 2011
Total number of Shares in: No. of Shares
(a) CDP Register
(b) Register of Members
Signature of Shareholder(s)
or, Common Seal of Corporate Shareholder
-----------------------------------------------------------------------------------------------------------------------------------------------
"
Notes:
1. Please insert the total number of Shares held by you. If you have Shares entered against your name in the Depository
Register (as defined in Section 130A of the Companies Act, Chapter 50 of Singapore), you should insert that number of
Shares. If you have Shares registered in your name in the Register of Members, you should insert that number of Shares.
If you have Shares entered against your name in the Depository Register and Shares registered in your name in the Register
of Members, you should insert the aggregate number of Shares entered against your name in the Depository Register and
registered in your name in the Register of Members. If no number is inserted, the instrument appointing 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 two proxies
to attend and vote in his/her stead. A proxy need not be a member of the Company.
3. Where a member appoints more than one proxy, the member may wish to specify in the appointments the proportion of
his/her shareholding (expressed as a percentage of the whole) to be represented by each proxy. If no such proportion is
specified, the first named proxy may be treated as representing 100% of the shareholding and any second named proxy as
an alternate to the first named.
4. Completion and return of this instrument appointing a proxy shall not preclude a member from attending and voting at the
Meeting. Any appointment of a proxy or proxies shall be deemed to be revoked if a member attends the meeting in person,
and in such event, the Company reserves the right to refuse to admit any person or persons appointed under the instrument
of proxy to the Meeting.
5. The instrument appointing a proxy or proxies must be deposited at the registered office of the Company at 65 Tech Park
Crescent, Singapore 637787 not less than 48 hours before the time appointed for the Meeting.
6. The instrument appointing a proxy or proxies must be under the hand of the appointor or of his attorney duly authorised in
writing.Where the instrument appointing a proxy or proxies is executed by a corporation, it must be executed either under
its common seal or under the hand of an officer or attorney duly authorised.Where the instrument appointing a proxy or
proxies is executed by an attorney on behalf of the appointor, the letter or power of attorney or a duly certified copy thereof
must be lodged with the instrument.
7. A corporation which is a member may authorise by resolution of its directors or other governing body such person as it thinks
fit to act as its representative at the Meeting, in accordance with Section 179 of the Companies Act, Chapter 50 of
Singapore.
General:
The Company shall be entitled to reject the instrument appointing a proxy or proxies if it is incomplete, improperly completed or
illegible, or where the true intentions of the appointor are not ascertainable from the instructions of the appointor specified in the
instrument appointing a proxy or proxies.In addition, in the case of Shares entered in the Depository Register, the Company may
reject any instrument appointing a proxy or proxies lodged if the member, being the appointor, is not shown to have Shares
entered against his name in the Depository Register as at 48 hours before the time appointed for holding the Meeting, as certified
by The Central Depository (Pte) Limited to the Company.
TO
PP
AN
VIT
EP
TE
.LT
D.
SC
R11
03
01
9