Common use of Foreign Shareholders Clause in Contracts

Foreign Shareholders. (a) A Holder of Warrants that requests that the Warrant Shares be issued in the name of a natural person who is not a citizen of Thailand or is a company the majority of whose share capital is owned by Persons who are not citizens of Thailand or is any other legal or natural person not entitled under prevailing Thai laws and regulations to acquire Ordinary Shares on the same basis as natural persons who are citizens of Thailand (together, "non-Thai persons") may, but need not, also designate a Person who is not a non-Thai person (the "Designated Purchaser") to whom some or all of the Holder's entitlement to Warrant Shares can be transferred (for such consideration as may be agreed between the transferor and the Designated Purchaser) and to whom the relevant Warrant Shares may be issued in the circumstances set out below. (b) The Company shall issue Warrant Shares issuable on exercise of a Warrant in the name of the Designated Purchaser except to the extent that as a result of such issuance more than 49 percent of the outstanding Ordinary Shares (or such other percentage of outstanding Ordinary Shares as the Company is from time to time permitted pursuant to Thai law to register in the name of non-Thai persons and whether higher or lower (such applicable percentage, the "Foreign Ownership Percentage")) would be held by non-Thai persons, in which event the Company shall issue the excess Warrant Shares in the name of the Designated Purchaser or, if no such Designated Purchaser is so designated, shall pay the Cash Amount (as defined below). (c) If the Company is unable (or reasonably believes that it is unable, in accordance with the conditions set forth in paragraph (b)) to issue or deliver any of the Warrant Shares issuable upon exercise of any Warrant and (unless a Designated Purchaser has been registered in the name of a non-Thai person in accordance with such conditions), it shall issue such Warrant Shares as it is so able to issue and register and shall, no later than the 45th Business Day after the relevant Exercise Date, pay to the relevant Holder of Warrants an amount (the "Cash Amount") equal to (i) the aggregate Market Price (as hereinafter defined) of the number of remaining Warrant Shares to which the holder of Warrants would have been entitled on the second trading day preceding the Exercise Date (converted into U.S. Dollars at the middle rate quoted by the Bank of Thailand for the purchase of U.S. Dollars with Baht on such date) less (ii) the per share Exercise Price multiplied by the number of such remaining Warrant Shares. If a Market Price based on the foreign board of the Stock Exchange of Thailand ("SET") is not available on that second trading day, the latest available Market Price based on the foreign board for the next three preceding trading days shall be taken, or if none is available the Market Price based on the domestic board of the SET on the second trading day preceding the Exercise Date shall be taken, failing which the Market Price shall be taken for the most recent trading day before then for which a Market Price is available. The Cash Amount shall be paid in accordance with instructions specified in writing to the Warrant Agent.

Foreign Shareholders. For practical reasons and in order to avoid violation of relevant legislation applicable in countries other than Singapore, the Rights Shares will not be offered to Shareholders with registered addresses outside Singapore as at the Books Closure Date and who have not at least three (a3) A Holder Market Days prior to the Books Closure Date, provided to the Company, CDP or the Share Transfer Agent, as the case may be, addresses in Singapore for the service of Warrants that requests that the Warrant Shares be issued in the name of a natural person who is not a citizen of Thailand or is a company the majority of whose share capital is owned by Persons who are not citizens of Thailand or is any other legal or natural person not entitled under prevailing Thai laws notices and regulations to acquire Ordinary Shares on the same basis as natural persons who are citizens of Thailand documents (together, "non-Thai persons") may, but need not, also designate a Person who is not a non-Thai person “Foreign Shareholders”). The Offer Information Statement (the "Designated Purchaser") to whom some or all of the Holder's entitlement to Warrant Shares can be transferred (for such consideration as may be agreed between the transferor and the Designated Purchaser) and to whom the relevant Warrant Shares may be issued in the circumstances details set out below. (b) to be issued for the Rights cum Warrants Issue and its accompanying documents will not be mailed to addresses outside Singapore. Accordingly, no provisional allotments of the Rights Shares with Warrants will be made to Foreign Shareholders and no purported acceptance thereof or application will be valid. Entitlements to Rights Shares with Warrants which would otherwise accrue to Foreign Shareholders will, if practicable, be sold “nil-paid” on Catalist after dealings in the provisional allotments of Rights Shares with Warrants commence. Such sales may, however, only be effected if the Company, in its absolute discretion, determines that a premium can be obtained from such sales, after taking into account expenses to be incurred in relation thereto. The net proceeds from all such sales, after deduction of all expenses therefrom, will be pooled and thereafter distributed to Foreign Shareholders in proportion to their respective shareholdings as at the Books Closure Date and sent to them at their own risk by ordinary post, where the amount of net proceeds to be distributed to any single Foreign Shareholder is not less than S$10.00. In the event the amount is less than S$10.00, the Company shall issue Warrant Shares issuable on exercise of a Warrant be entitled to retain or deal with such net proceeds as the Directors may, in their absolute discretion, deem fit in the name interests of the Designated Purchaser except to Company and no Foreign Shareholder shall have any claim whatsoever against the extent that as a result Company or CDP and their respective officers in connection therewith. Where such provisional allotments of Rights Shares with Warrants are sold “nil-paid” on the Catalist, they will be sold at such issuance more than 49 percent of the outstanding Ordinary Shares (price or such other percentage of outstanding Ordinary Shares prices as the Company is from time to time permitted pursuant to Thai law to register in the name of non-Thai persons and whether higher or lower (such applicable percentage, the "Foreign Ownership Percentage")) would be held by non-Thai personsmay, in which event its absolute discretion, decide and no Foreign Shareholder shall have any claim whatsoever against the Company shall issue the excess Warrant Shares in the name of the Designated Purchaser orCompany, if no such Designated Purchaser is so designated, shall pay the Cash Amount (as defined below). (c) If the Company is unable (or reasonably believes that it is unable, in accordance with the conditions set forth in paragraph (b)) to issue or deliver any of the Warrant Shares issuable upon exercise of any Warrant CDP and (unless a Designated Purchaser has been registered in the name of a non-Thai person in accordance with such conditions), it shall issue such Warrant Shares as it is so able to issue and register and shall, no later than the 45th Business Day after the relevant Exercise Date, pay to the relevant Holder of Warrants an amount (the "Cash Amount") equal to (i) the aggregate Market Price (as hereinafter defined) of the number of remaining Warrant Shares to which the holder of Warrants would have been entitled on the second trading day preceding the Exercise Date (converted into U.S. Dollars at the middle rate quoted by the Bank of Thailand for the purchase of U.S. Dollars with Baht on such date) less (ii) the per share Exercise Price multiplied by the number their respective officers of such remaining Warrant Shares. If a Market Price based on sales or the foreign board proceeds thereof, of the Stock Exchange such provisional allotments of Thailand ("SET") is not available on that second trading day, the latest available Market Price based on the foreign board for the next three preceding trading days shall be taken, or if none is available the Market Price based on the domestic board of the SET on the second trading day preceding the Exercise Date shall be taken, failing which the Market Price shall be taken for the most recent trading day before then for which a Market Price is available. The Cash Amount shall be paid in accordance Rights Shares with instructions specified in writing to the Warrant AgentWarrants represented by such provisional allotments.

Foreign Shareholders. For practical reasons and in order to avoid any violation of the securities legislation applicable in countries other than Singapore, the Rights cum Warrants Issue is only made in Singapore and the Rights Shares with Warrants will NOT be offered to Shareholders with registered addresses outside Singapore as at the Books Closure Date and who have not, at least three (3) market days prior to the Books Closure Date, provided CDP or the Share Registrar, as the case may be, with addresses in Singapore for the service of notices and documents (the “Foreign Shareholders”). The Offer Information Statement to be issued by the Company for the Rights cum Warrants Issue (the “Offer Information Statement”) and its accompanying documents will not be mailed outside Singapore. Accordingly, no provisional allotments of the Rights Shares with Warrants will be made to Foreign Shareholders and no purported acceptance thereof or application will be valid. Entitlements to Rights Shares with Warrants which would otherwise accrue to Foreign Shareholders will, if practicable, be sold “nil-paid” on the SGX-ST as soon as practicable after dealings in the provisional allotments of Rights Shares with Warrants commence. Such sales may, however, only be effected if the Company, in its absolute discretion, determines that a premium can be obtained from such sales, after taking into account the expenses expected to be incurred. The net proceeds from all such sales (after deducting any applicable brokerage, commissions and expenses, including goods and services tax), will be aggregated and thereafter distributed to the Foreign Shareholders in proportion to their respective shareholdings or, as the case may be, the number of Shares entered against their names in the Depository Register as at the Books Closure Date and sent to them at their own risk by ordinary post, provided that where the amount of net proceeds to be distributed to any single Foreign Shareholder is less than S$10.00, the Company shall be entitled to retain or deal with such net proceeds as the Directors may, in their absolute discretion, deem fit and no Foreign Shareholder shall have any claim whatsoever against the Company, the Manager, the Share Registrar, CDP or their respective officers in connection therewith. Where such provisional allotments of Rights Shares with Warrants are sold “nil-paid” on the SGX-ST, they will be sold at such price or prices as the Company may, in its absolute discretion, decide and no Foreign Shareholder shall have any claim whatsoever against the Company, the Manager, the Share Registrar, CDP or their respective officers in respect of such sales or the proceeds thereof, the provisional allotments of Rights Shares with Warrants or the Rights Shares and the Warrants represented by such provisional allotments. 3. IRREVOCABLE UNDERTAKING 3.1 As at the date of this announcement, ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ (the “Undertaking Shareholder”) holds 41,506,000 Shares, representing approximately 29.77% of the issued share capital of the Company. The Undertaking Shareholder is an executive Director and the controlling shareholder of the Company. To show his support for the Rights cum Warrants Issue and to demonstrate his commitment to the Company, the Undertaking Shareholder has furnished an irrevocable undertaking dated 6 September 2013 (the “Irrevocable Undertaking”) to the Company that, among others: (i) he will subscribe and pay for all his entitlement of 124,518,000 Rights Shares by the closing date of the Rights cum Warrants Issue (“Closing Date”) to the extent that his shareholding in the Company will not increase to 30% or more and therefore, will not result in him and parties acting in concert with him being obliged to make a mandatory general offer under the Singapore Code on Take-overs and Mergers (the “Code”); (ii) that he will not sell, transfer or otherwise deal with any of the 41,506,000 Shares that he owns or controls as at the date of the Irrevocable Undertaking, during the period between the date of the Irrevocable Undertaking and the date of issue of the Rights Shares; and (iii) he will vote in favour of the Rights cum Warrants Issue at the EGM. The Undertaking Shareholder will furnish a confirmation of his financial resources from a financial institution to the Manager pursuant to the Irrevocable Undertaking. Depending on the level of subscription for the Rights Shares with Warrants, the Company will, if necessary, scale down the subscription for the Rights Shares with Warrants by the Undertaking Shareholder to avoid placing the Undertaking Shareholder in the position of having to make a mandatory general offer under the Code in the event that the Rights cum Warrants Issue is not fully subscribed. In this regard, the Company will be applying to the SGX-ST pursuant to Rule 820(2) of the Listing Manual, to permit the Company to scale down the subscription for the Rights Shares with Warrants by the Undertaking Shareholder in the event that the Rights cum Warrants Issue is not fully subscribed. 3.2 For illustrative purposes only, depending on the level of subscription of the Rights cum Warrants Issue, the shareholding of the Undertaking Shareholder after the completion of the Rights cum Warrants Issue is set out below: (a) A Holder of Warrants that requests that Based on the Warrant Shares be issued in the name of a natural person who is not a citizen of Thailand or is a company the majority of whose and paid-up share capital is owned by Persons who are not citizens of Thailand or is any other legal or natural person not entitled under prevailing Thai laws the Company as at the date of this announcement comprising 139,407,200 Shares (“Existing Share Capital”), and regulations to acquire Ordinary assuming that all Entitled Shareholders subscribe in full for their entitlements, the Company will issue 418,221,600 Rights Shares on the same basis as natural persons who are citizens of Thailand (together, "non-Thai persons") may, but need not, also designate a Person who is not a non-Thai person and 418,221,600 Warrants (the "Designated Purchaser"“Maximum Subscription Scenario”) as follows: Number of Shares Sharehold- ing (%) Rights Entitlement to whom some or be subscribed Assuming none of the Warrants are exercised Assuming all of the Holder's entitlement to Warrant Warrants are exercised Number of Shares can be transferred Sharehold- ing (for such consideration as may be agreed between the transferor and the Designated Purchaser%) and to whom the relevant Warrant Number of Shares may be issued in the circumstances set out below.Sharehold- ing (%) ▇▇▇▇ ▇▇▇▇ Seng 41,506,000 29.77 124,518,000 166,024,000 29.77 290,542,000 29.77 Other Shareholders 97,901,200 70.23 293,703,600 391,604,800 70.23 685,308,400 70.23 (b) The Based on the Existing Share Capital, and assuming only the Undertaking Shareholder subscribes for his entitlement under the Irrevocable Undertaking, which will be scaled down upon the approval of the SGX-ST, the Company shall will issue Warrant approximately 430,000 Rights Shares issuable on exercise and 430,000 Warrants such that the shareholding of a Warrant the Undertaking Shareholder in the name Company will not increase to 30% or more after the completion of the Designated Purchaser except Rights cum Warrants Issue. 3.3 The Irrevocable Undertaking is subject to and conditional upon, inter alia: (a) the receipt of in-principle approval from the SGX-ST and such approval not having been withdrawn or revoked on or prior to the extent that as a result Closing Date for the dealing in, listing of such issuance more than 49 percent and quotation for the Rights Shares, Warrants and New Shares on the Official List of the outstanding Ordinary Shares SGX-ST and, if such approval is granted subject to conditions, such conditions being acceptable to the Company; (or such other percentage of outstanding Ordinary Shares as b) the Company is from time to time permitted pursuant to Thai law to register in the name of non-Thai persons and whether higher or lower (such applicable percentage, the "Foreign Ownership Percentage")) would be held by non-Thai persons, in which event the Company shall issue the excess Warrant Shares in the name approval of the Designated Purchaser or, if no such Designated Purchaser is so designated, shall pay Shareholders being obtained for the Cash Amount (as defined below).Rights cum Warrants Issue at the EGM; (c) If the lodgement of the Offer Information Statement, together with all other accompanying documents (if applicable), to be issued by the Company is unable (or reasonably believes that it is unable, in accordance connection with the conditions set forth in paragraph Rights cum Warrants Issue, with the Monetary Authority of Singapore; and (b)d) to issue all other necessary consents, approvals and waivers required from any person, financial institution or deliver regulatory body or authority of Singapore or elsewhere under any of the Warrant Shares issuable upon exercise of any Warrant and (unless a Designated Purchaser has been registered in the name of a non-Thai person in accordance with such conditions), it shall issue such Warrant Shares as it is so able to issue and register and shall, no later than the 45th Business Day after the relevant Exercise Date, pay all agreements applicable to the relevant Holder of Warrants an amount (the "Cash Amount") equal to (i) the aggregate Market Price (as hereinafter defined) of the number of remaining Warrant Shares to which the holder of Warrants would have been entitled on the second trading day preceding the Exercise Date (converted into U.S. Dollars at the middle rate quoted by the Bank of Thailand Company and/or applicable laws for the purchase of U.S. Dollars with Baht on such date) less (ii) the per share Exercise Price multiplied by the number of such remaining Warrant Shares. If a Market Price based on the foreign board of the Stock Exchange of Thailand ("SET") is not available on that second trading day, the latest available Market Price based on the foreign board for the next three preceding trading days shall be taken, or if none is available the Market Price based on the domestic board of the SET on the second trading day preceding the Exercise Date shall be taken, failing which the Market Price shall be taken for the most recent trading day before then for which a Market Price is available. The Cash Amount shall be paid in accordance with instructions specified in writing Rights cum Warrants Issue and to give effect to the Warrant AgentRights cum Warrants Issue being obtained and not having been revoked or amended before the Closing Date.