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ADDENDUM
1.8 Tax Implications
The following is a general overview of the Singapore tax implications of Share purchases by the Company.
(a) Where the Company uses its Distributable Profits for the Share Buy-back
Under Section 10J of the Income Tax Act, a company which buys back its own shares using its distributable profts is regarded
as having paid a dividend to the shareholders from whom the shares are acquired. The tax treatment of the receipt from a Share
purchase in the hands of the Shareholders will depend on whether the disposal arises from a Market Purchase or an Off-Market
Purchase.
Proceeds received by Shareholders who sell their Shares to the Company in Market Purchases through the normal ready counters
will be treated for income tax purposes like any other disposal of shares and not as a dividend. Whether or not such proceeds are
taxable in the hands of such Shareholders will depend on whether such proceeds are receipt of an income or capital nature.
Proceeds received by Shareholders who sell their Shares to the Company in an Off-Market Purchase, where the Share Buy-back
is made otherwise than on the Catalist, in accordance with an equal access scheme will be treated for income tax purposes as the
receipt of a dividend.
(b) Where the Company uses its Contributed Capital for the Share Buy-back
There will be no tax implications to the Company when it uses its contributed capital to buy-back its shares.
For its Shareholders, the tax implications will depend on the tax payer’s position as owners of the shares and whether the shares
are sold in a Market Purchase, or an Off-Market Purchase.
Shareholders should note that the foregoing is not to be regarded as advice on the tax position of any Shareholder.
Shareholders who are in doubt as to their respective tax positions or the tax implications of share purchases by the
Company, or, who may be subject to tax whether in or outside Singapore, should consult their own professional advisers.
1.9 Requirements under the Companies Act and Listing Manual
Within thirty (30) days of the passing of a Shareholders’ resolution to approve the Share Buy-back Mandate, the Company shall lodge a
copy of such resolution with the ACRA.
Within thirty (30) days of a Share purchase or acquisition on the Catalist or otherwise, the Company shall lodge with the ACRA a
notifcation of the Share purchase or acquisition in the prescribed form. Such notifcation shall include, inter alia, the date of the purchase,
the number of Shares purchased, the number of Shares cancelled and/or the number of Shares held as treasury Shares, the Company’s
issued share capital before and after the Share purchase, the amount of consideration paid by the Company for the purchase and whether
the Shares were purchased out of the profts or capital of the Company.
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