DEFINITIONS UNDER THE SECURITIES AND FUTURES ACT (CHAPTER 289 OF SINGAPORE)

An “accredited investor” is defined under the SFA to mean the following:

(1) an individual whose:

(a) net personal assets* exceed S$2 million (or its equivalent in a foreign currency) or such other amount as the MAS may prescribe in place of the first amount;

(b) whose financial assets (net of any related liabilities) exceed in value S$1 million (or its equivalent in a foreign currency) or such other amounts as the MAS may prescribe in place of the first amount, where “financial asset” means (i) a deposit as defined in section 4B of the Banking Act (Chapter 19 of Singapore); (ii) an investment product as defined in section 2(1) of the Financial Advisers Act (Chapter 110 of Singapore); or (iii) any other asset as may be prescribed by regulations made under section 341 of the SFA; or

(c) whose income in the preceding 12 months is not less than S$300,000 (or its equivalent in value in any foreign currency);

(2) a corporation with net assets exceeding S$10 million in value (or its equivalent in any foreign currency) or such other amount as the MAS may prescribe, in place of the first amount, as determined by

(a) the most recent audited balance sheet of the corporation; or

(b) where the corporation is not required to prepare audited accounts regularly, a balance sheet of the corporation certified by the corporation to give a true and fair view of the state of affairs of the corporation as of the date of the balance sheet, which date shall be within the preceding 12 months;

(3) the trustee of such trust as the MAS may prescribe, when acting in that capacity; and

(4) persons who have been prescribed by the MAS as accredited investors. Such persons are:

(a) for the purposes of paragraph (3) above:

(i) the trustee of any trust** all the beneficiaries of which are accredited investors within the meaning of Section 4A(1)(a)(i), (ii) or (iv) of the SFA;

(ii) the trustee of any trust all the settlors of which (A) are accredited investors within the meaning of Section 4A(1)(a)(i), (ii) or (iv) of the SFA; (B) have reserved to themselves all powers of investment and asset management functions under the trust; and (C) have reserved to themselves the power to revoke the trust;

(iii) the trustee of any trust the subject matter of which exceeds S$10 million (or its equivalent in any foreign currency) in value;

(b) an entity (other than a corporation) with net assets exceeding S$10 million in value (or its equivalent in any foreign currency). For the purpose of this category, an “entity” includes a corporation (as defined in Section 4(1) of the Companies Act, Chapter 50 of Singapore), an unincorporated association, a partnership and the government of any state, but does not include a trust;

(c) a partnership (other than a limited liability partnership within the meaning of the Limited Liability Partnerships Act, Chapter 163A of Singapore) in which every partner is an accredited investor (as defined under the SFA);

(d) a corporation the entire share capital of which is owned by one or more persons, all of whom are accredited investors (as defined under the SFA); or

(e) a person who holds a joint account with an accredited investor, in respect of dealings through that joint account.

* In determining the value of an individual’s “net personal assets”, the value of the individual’s primary residence:

(i) is to be calculated by deducting any outstanding amounts in respect of any credit facility that is secured by the residence from the estimated fair market value of the residence; and

(ii)is taken to be the lower of the following: (A) the value calculated under this sub-paragraph (i); and (B) S$1 million.

** Any reference to “trust” in paragraph 4(a)(i), (ii) and (iii) above includes a bare trust.