21 May 2005

AGREEMENT TO ACQUIRE 60% OF ECO ENVIRONMENTAL PTE LTD

ecoWise Holdings Limited (“ecoWise” or the “Company”) wholly owned subsidiary ecoWise Solutions Pte Ltd (ecoWise Solutions”) has on 9th May 2005 signed a conditional agreement (the “Agreement”) to acquire 60% of the issued and paid up share capital of Eco Environmental (S) Pte Ltd , which is a waste management and disposal service provider.


RATIONALE FOR THE ACQUISITION

At present, ecoWise is a waste management and environmental solutions service provider and Eco Environmental provides services which are complementary to ecoWise’s services. The Acquisition, if completed, will enable ecoWise to provide more comprehensive services to its customers. Eco Environment is a service provider for general waste management, collection, recycling and disposal.


PRINCIPAL TERMS OF THE ACQUISITION

ecoWise Solutions intends to acquire 60 per cent. of the Eco Environmental Shares from 4 individual shareholders. After the Acquisition, Eco Environmental will be a 60% subsidiary of ecoWise.

The Purchase Consideration for the Eco Environmental Shares, will be satisfied by a cash consideration of S$360,000.

The Purchase Consideration was arrived at on a willing buyer, willing seller basis. It was calculated at 3.75 times price earnings ratio based on the historical net earnings per share of Eco Environmental for FY2004. The Acquisition will be funded by bank borrowings and internal resources.


The Acquisition is conditional upon: -

(i) relevant and requisite legal or regulatory consents and approvals being obtained including but not limited to the SGX-ST for the transactions contemplated under this Agreement being obtained, and not withdrawn or amended (if required); and

(ii) satisfactory due diligence (including legal and financial due diligence) by ecoWise Solutions.


DOCUMENT FOR INSPECTION

A copy of the Agreement is available for inspection during normal business hours at the registered office of ecoWise, at No. 3 Phillip Street #14-01, Commerce Point Singapore 048693 for a period of 3 months from 9th May 2005.
 

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