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.

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