OFFER DOCUMENT DATED JULY 23, 2001

THIS OFFER DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.PLEASE READ IT CAREFULLY.

If you are in any doubt about this Offer, you should consult your stockbroker, bank manager, solicitoror other professional adviser immediately.

BNP Paribas Peregrine (Singapore) Ltd is acting for and on behalf of GES International Ltd (the``Offeror'') and does not purport to advise the shareholders of Eltech Electronics Limited (``Eltech'').

If you have sold or transferred all your ordinary shares of S$0.25 each in the share capital of Eltech(``Eltech Shares''), you should at once hand this Offer Document and the accompanying Form ofAcceptance and Transfer (for shares represented by physical share certi®cate(s)) to the purchaser orthe transferee or the bank, stockbroker or agent through whom you effected the sale for onwardtransmission to the purchaser or transferee. If you have sold or transferred your Eltech Shares heldthrough The Central Depository (Pte) Limited (``CDP''), you need not forward this Offer Documentand the accompanying Form of Acceptance and Authorisation (``FAA'') as arrangements will bemade by CDP for a separate Offer Document and FAA to be delivered to the purchaser or transferee.

The views of the independent directors of Eltech and the independent ®nancial adviser to Eltechon the Offer will be made available to shareholders of Eltech in due course. Shareholders ofEltech should consider their views before taking any decision on the Offer.

CONDITIONAL OFFER

by

BNP Paribas Peregrine (Singapore) Ltd (Wholly owned subsidiary of BNP Paribas S.A.)

for and on behalf of

GES INTERNATIONAL LIMITED(Incorporated in the Republic of Singapore)

to acquire all the issued ordinary shares of S$0.25 each in the capital

of

ELTECH ELECTRONICS LIMITED(Incorporated in the Republic of Singapore)

other than those Eltech Shares already owned, controlled or agreed to be acquired byGES International Limited and parties deemed to be acting in concert with the Offeror

ACCEPTANCES SHOULD BE RECEIVED BY THE CLOSE OF THE OFFER AT 3.30 P.M. ON AUGUST 13,2001, OR SUCH LATER DATE(S) AS MAY BE ANNOUNCED FROM TIME TO TIME BY OR ON BEHALF OFTHE OFFEROR.

The procedures for acceptance are set out on pages 8 to 13 of this Offer Document.

This page has been intentionally left blank.

DEFINITIONS

Except where the context otherwise requires, the following de®nitions apply throughout this OfferDocument, the Form of Acceptance and Transfer, and the Form of Acceptance and Authorisation:±

``ASX'' The Australian Stock Exchange

``Acquisition'' The acquisition of 100,079,402 Eltech Shares by GIL pursuant tothe S&P Agreements

``BNP Paribas'' BNP Paribas Peregrine (Singapore) Ltd

``Cash Alternative'' The conditional cash offer, being the alternative to the Share Offer,made by BNP Paribas, for and on behalf of the Offeror, to acquirethe Offer Shares, pursuant to which S$0.3488 in cash is beingoffered for each Offer Share on the terms and subject to theconditions set out in this Offer Document, the FAA and the FAT

``CDP'' The Central Depository (Pte) Limited

``Closing Date'' August 13, 2001 (or such later date(s) as may be announced fromtime to time by or on behalf of the Offeror), being the last day forthe lodgement of acceptances of the Offer

``Code'' The Singapore Code on Take-overs and Mergers, 1985

``Companies Act'' The Companies Act, Chapter 50 of Singapore

``Directors'' The board of directors of GIL, as of the date hereof

``Eltech'' or ``Company'' Eltech Electronics Limited, a company incorporated in the Republicof Singapore

``Eltech Group'' Eltech, its subsidiaries and associated companies

``Eltech Shareholders'' The holders of the Offer Shares including persons whose OfferShares are deposited with CDP

``Eltech Shares'' Ordinary shares of S$0.25 each in the capital of Eltech

``FAA'' Form of Acceptance and Authorisation

``FAT'' Form of Acceptance and Transfer

``GIL'' or ``Offeror'' GES International Limited, a company incorporated in the Republicof Singapore

``GIL Group'' GIL, its subsidiaries and associated companies

``GIL Shares'' Ordinary shares of S$0.20 each in the capital of GIL

``Latest Practicable Date'' July 16, 2001, being the latest practicable date prior to the printingof this Offer Document

``Market Day'' or ``Dealing Day'' A day on which the SGX-ST is open for trading of securities

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``New GIL Shares'' New ordinary shares of S$0.20 each in the capital of GIL to beissued, credited as fully paid up, pursuant to the Acquisition andthe Offer

``Offer'' The Share Offer and the Cash Alternative, collectively

``Offer Document'' This offer document dated July 23, 2001, issued by BNP Paribas,for and on behalf of the Offeror, in respect of the Offer

``Offer Shares'' All the Eltech Shares in issue other than those Eltech Sharesalready owned, controlled or agreed to be acquired by the Offerorand its parties acting in concert with it

``RCB'' Registry of Companies and Businesses in Singapore

``S&P Agreements'' The conditional sale and purchase agreements dated May 28,2001, entered into between GIL and the Vendors in respect of anaggregate of 100,079,402 Eltech Shares held by the Vendors

``Securities Account'' The securities account maintained by a Depositor with CDP

``SGX-ST'' Singapore Exchange Securities Trading Limited

``Share Offer'' The conditional share offer made by BNP Paribas, for and onbehalf of the Offeror, to acquire the Offer Shares, pursuant towhich 0.4 New GIL Shares is being offered for every Offer Shareon the terms and subject to the conditions set out in this OfferDocument, the FAA and the FAT

``SIC'' The Securities Industry Council of Singapore

``Vendors'' Tan Cheow Koon (Pte) Ltd and Global Development InvestmentsPte Ltd

``%'' or ``per cent.'' Per centum or percentage

``S$'', ``$'' and ``cents'' Singapore dollars and cents respectively, the lawful currency ofSingapore

The terms ``Depositor'' and ``Depository Agent'' shall have the meanings ascribed to themrespectively in Section 130A of the Companies Act.

The term ``acting in concert'' shall have the same meaning ascribe to it in the Code.

Words importing the singular shall, where applicable, include the plural and vice versa and wordsimporting the masculine gender shall, where applicable, include the feminine and neuter genders.References to persons shall, where applicable, include corporations.

Any reference in this Offer Document to any enactment is a reference to that enactment as for thetime being amended or re-enacted. Any word de®ned under the Companies Act or Code or anystatutory modi®cation thereof and used in this Offer Document shall, where applicable, have themeaning assigned to it under the Companies Act or the Code or such modi®cation, as the case maybe.

Any reference in this Offer Document to a time of day and date shall be a reference to Singapore timeand date unless otherwise stated.

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CONTENTS

Page

DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

1 INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

2 THE OFFER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

(a) Offer Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

(b) Condition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

(c) Warranty . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

(d) Duration of the Offer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

(e) Procedures for Acceptance . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

(f) Settlement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

(g) Announcement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

(h) Right of Withdrawal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

(i) Further Terms of the Offer . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

3 INFORMATION ON THE OFFEROR . . . . . . . . . . . . . . . . . . . . . . . . 16

4 INFORMATION ON ELTECH . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

5 REASONS FOR THE OFFER AND THE FUTURE OF THE ENLARGED GIL GROUP 17

6 EVALUATION OF THE FINANCIAL ASPECTS OF THE OFFER . . . . . . . . . . 18

7 LISTING AND COMPULSORY ACQUISITION . . . . . . . . . . . . . . . . . . . 23

8 TEMPORARY TRADING COUNTER FOR TRADING OF ODD-LOTS . . . . . . . . 23

9 OVERSEAS SHAREHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . 23

10 CONFIRMATION OF FINANCIAL RESOURCES OF THE OFFEROR . . . . . . . . 24

11 RESPONSIBILITY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . 24

12 VIEWS OF INDEPENDENT DIRECTORS OF ELTECH AND INDEPENDENTFINANCIAL ADVISER TO ELTECH . . . . . . . . . . . . . . . . . . . . . . . .

24

13 STATUTORY AND GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . 24

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Page

APPENDICES

I NOTICE OF TAKE-OVER OFFER . . . . . . . . . . . . . . . . . . . . . . . . . . 26

II STATEMENT IN COMPLIANCE WITH PART B OF THE TENTH SCHEDULE TOTHE COMPANIES ACT, CHAPTER 50 . . . . . . . . . . . . . . . . . . . . . .

32

III ADDITIONAL INFORMATION ON THE OFFEROR . . . . . . . . . . . . . . . . . 72

IV UNAUDITED INTERIM RESULTS OF THE GIL GROUP FOR THE 6-MONTHPERIOD ENDED DECEMBER 31, 2000 . . . . . . . . . . . . . . . . . . . . .

76

V ADDITIONAL FINANCIAL INFORMATION ON THE OFFEROR . . . . . . . . . . . 82

(A) ANNOUNCEMENT OF REVISED PROFIT PROJECTIONS FOR THESECOND HALF OF THE FINANCIAL YEAR ENDING JUNE 30, 2001 . . . .

82

(B) PROFIT ESTIMATE OF THE GIL GROUP FOR THE FINANCIAL YEARENDED JUNE 30, 2001 . . . . . . . . . . . . . . . . . . . . . . . . . . . .

83

(C) LETTER FROM ARTHUR ANDERSEN IN RELATION TO THE PROFITESTIMATE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

85

(D) LETTER FROM BNP PARIBAS IN RELATION TO THE PROFIT ESTIMATE 86

VI ANNOUNCEMENT OF PROPOSED DEMERGER OF DIGILAND INTERNATIONALPTE LIMITED AND PROPOSED RIGHTS ISSUE OF GIL . . . . . . . . . . . . .

87

VII ADDITIONAL INFORMATION ON ELTECH . . . . . . . . . . . . . . . . . . . . . 97

VIII UNAUDITED INTERIM RESULTS OF THE ELTECH GROUP FOR THE 4-MONTHPERIOD ENDED APRIL 30, 2001 . . . . . . . . . . . . . . . . . . . . . . . . .

99

IX UNAUDITED PROFORMA CONSOLIDATED FINANCIAL STATEMENTS OF THEGIL GROUP AND THE ENLARGED GIL GROUP . . . . . . . . . . . . . . . . .

102

X ADDITIONAL STATUTORY AND GENERAL INFORMATION . . . . . . . . . . . . 105

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BNP Paribas Peregrine (Singapore) Ltd30 Cecil Street 19-01

Prudential TowerSingapore 049712

July 23, 2001

To: The Shareholders of Eltech Electronics Limited

Dear Sir/Madam,

CONDITIONAL OFFER BY BNP PARIBAS, FOR AND ON BEHALF OF THE OFFEROR, FOR THEOFFER SHARES

1. INTRODUCTION

On May 28, 2001, GIL announced that it had entered into separate conditional sale and purchaseagreements with Tan Cheow Koon (Pte) Ltd and Global Development Investments Pte Ltdrespectively, to acquire an aggregate of 100,079,402 Eltech Shares, representing approximately44.34 per cent. of the total outstanding Eltech Shares. GIL also announced that upon completionof the Acquisition, it would make a mandatory conditional take-over offer to acquire all the OfferShares in accordance with Section 213 of the Companies Act and Rule 33 of the Code.

On June 27, 2001, BNP Paribas announced, for and on behalf of the Offeror, the completion ofthe Acquisition.

On June 28, 2001, in accordance with Section 213(4) of the Companies Act, BNP Paribas, forand on behalf of the Offeror, delivered to the board of directors of Eltech, a Notice of Take-over Offer and a Statement in Compliance with Part B of the Tenth Schedule to the CompaniesAct in connection with the Offer. The Notice of Take-over Offer and the Statement in Compliancewith Part B of the Tenth Schedule to the Companies Act are reproduced in Appendices I and IIrespectively of this Offer Document.

As at the Latest Practicable Date, the Offeror and parties deemed to be in acting in concert withit own, control or have agreed to acquire in aggregate 100,079,402 Eltech Shares pursuant to theAcquisition, representing approximately 44.34 per cent. of the total outstanding Eltech Shares.

Save as disclosed in this Offer Document, neither the Offeror nor any party deemed to be actingin concert with it owns, controls or has agreed to acquire any Eltech Shares as at the LatestPracticable Date or has dealt for value in any Eltech Shares during the period commencingtwelve months prior to May 28, 2001 (being the date of the announcement of the Offer) andending on the Latest Practicable Date.

As at the Latest Practicable Date, neither the Offeror nor any party deemed to be acting inconcert with it, has received any irrevocable undertakings from any holder of the Offer Sharesto accept or reject the Offer.

This Offer Document contains the formal Offer by BNP Paribas, for and on behalf of the Offeror,for the Offer Shares.

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2. THE OFFER

For and on behalf of the Offeror, BNP Paribas hereby offers to acquire all the Offer Shares,subject to the terms and conditions set out in this Offer Document, the FAA and the FAT, onthe following basis:±

(a) Offer Terms

Share Offer : 400 New GIL Shares for every 1,000 Offer Shares

Cash Alternative : S$0.3488 in cash for every Offer Share

In determining the aggregate number of New GIL Shares to be issued under the ShareOffer, fractions of a New GIL Share shall be disregarded. In determining the aggregatecash amount to be paid under the Cash Alternative, fractions of a cent shall bedisregarded.

Eltech Shareholders may either accept the Share Offer OR the Cash Alternative OR acombination of the Share Offer and the Cash Alternative.

For illustrative purposes, a holder of 10,000 Offer Shares will receive 4,000 New GIL Sharesif he elects to receive New GIL Shares only pursuant to the Share Offer, or S$3,488 in cash,if he elects to receive cash only pursuant to the Cash Alternative. Alternatively, such holderwill receive 2,000 New GIL Shares and S$1,744 if he elects to tender 5,000 Offer Shares inacceptance of the Share Offer and 5,000 Offer Shares in acceptance of the CashAlternative.

The New GIL Shares, when allotted and issued pursuant to the Offer, will be credited asfully paid, free from all liens, charges and other encumbrances and will rank pari passu inall respects with the then existing issued GIL Shares as at the date of the issue of suchNew GIL Shares.

On June 22, 2001, in-principle approval was granted by the SGX-ST for the New GILShares to be admitted to the Of®cial List of the SGX-ST. The SGX-ST's approval is notan indication of the merits of the Acquisition, the Offer or the New GIL Shares. TheNew GIL Shares will be issued pursuant to the general share issuance mandate passed atthe extraordinary general meeting of GIL on November 3, 2000. The aforesaid shareissuance mandate is suf®cient to cover the maximum number of New GIL Shares whichmay be issued pursuant to the Offer, being approximately 50.3 million New GIL Shares.

The Offer Shares are to be acquired free from all liens, charges and other encumbrancesand together with all rights attached thereto as at May 28, 2001 (being the date of theannouncement of the Offer), and thereafter attaching thereto including without limitation,the right to receive all dividends, rights and other distributions (if any) declared, paid ormade by Eltech thereon thereafter.

(b) Condition

The Offer is conditional upon the Offeror having received, by the close of the Offer,acceptances in respect of such number of Offer Shares which, when taken together withthe Eltech Shares already owned, controlled or agreed to be acquired by the Offeror andparties acting in concert with it, will result in the Offeror and parties acting in concert withit holding such number of Eltech Shares carrying over 50 per cent. of the voting rightsattributable to the issued and paid-up share capital of Eltech as at the close of the Offer.Save for the foregoing, the Offer is not subject to any other conditions.

6

The Offer will, therefore, not become or be capable of being declared unconditional in allrespects until the close of the Offer unless at any time prior to the close of the Offer, thenumber of Eltech Shares owned, controlled or agreed to be acquired by the Offeror andparties acting in concert with it, when taken together with the number of Offer Sharesrepresented by valid acceptances received pursuant to the Offer, exceeds 50 per cent. ofthe issued share capital of Eltech.

(c) Warranty

Acceptance of the Offer will be deemed to constitute a warranty by each accepting EltechShareholder that the Offer Shares tendered in respect of the Offer are sold, by thataccepting Eltech Shareholder, as or on behalf of the bene®cial owner(s), fully paid andfree from all liens, charges and other encumbrances and together with all rights attachedthereto as at May 28, 2001 (being the date of the announcement of the Offer), includingwithout limitation, the right to receive all dividends, rights and other distributions (if any),declared, paid or made by Eltech thereon thereafter.

(d) Duration of the Offer

(i) Except insofar as the Offer may be withdrawn with the consent of the SIC and everyperson released from any obligation incurred thereunder, the Offer will be open foracceptance by Eltech Shareholders for at least 21 days from the date of thedespatch of this Offer Document, being July 23, 2001.

Accordingly, the Offer will close at 3.30 p.m. on August 13, 2001 or such laterdate(s) as may be announced from time to time by or on behalf of the Offeror.

(ii) If the Offer becomes or is declared unconditional in all respects, in order to give thoseEltech Shareholders who have not accepted the Offer the opportunity to do so, theOffer will remain open for acceptance for a period of not less than 14 days after thedate on which it would otherwise have expired, unless it becomes or is declaredunconditional in all respects on or by an expiry date and the Offeror has given notless than 14 days' notice in writing to the Eltech Shareholders that the Offer will notbe open for acceptance beyond that date, provided that:±

(aa) such notice shall not be capable of being enforced in a situation which the SICmay deem to be competitive; and

(bb) no such notice shall be given during the period commencing from theannouncement of a competing offer and ending at the time when the resultantcompetitive situation has ceased.

If a declaration that the Offer is unconditional in all respects is con®rmed inaccordance with paragraph 2(h)(ii) below, such period of 14 days during which theOffer will remain open for acceptance will run from the date of such con®rmation orthe date on which the Offer would otherwise have expired, if later.

(iii) Except with the prior approval of the SIC and the RCB, the Offer (whether revised ornot) shall not be capable of becoming or being declared to be unconditional in allrespects after 3.30 p.m. on the 60th day after the date of despatch of this OfferDocument or of being kept open after that time unless it has previously so becomeor been declared to be unconditional in all respects.

(iv) If the Offer is revised, the Offer will remain open for acceptance for a period of at least14 days from the date of the despatch of written noti®cation of the revision to EltechShareholders. In any case, where the terms are revised, the bene®t of the Offer (as sorevised) will be made available to each Eltech Shareholder who has previouslyaccepted the Offer.

7

(v) In any announcement of an extension of the Offer, the next expiry date will be stated.

(vi) If once the Offer becomes or is declared to be unconditional in all respects and it isstated that the Offer will remain open until further notice, not less than 14 days' noticemust be given before the Offer may be closed.

(e) Procedures for Acceptance

Eltech Shareholders may accept either the Share Offer or the Cash Alternative or acombination of the Share Offer and the Cash Alternative. The procedures for acceptanceof the Offer are set out below:±

(i) Procedure for acceptance by Depositors whose Securities Accounts are or willbe credited with Offer Shares

Depositors whose Securities Accounts are credited with Offer Shares

Depositors with Offer Shares standing to the credit of their Securities Accounts areentitled to receive this Offer Document together with a FAA.

A Depositor with Offer Shares standing to the credit of his Securities Account whowishes to accept the Offer should complete and sign the accompanying FAA inaccordance with the provisions of this Offer Document and the provisions andinstructions printed on the FAA (which provisions and instructions shall be deemedto form part of the terms of the Offer) and send the completed FAA, by hand, toGES International Limited c/o The Central Depository (Pte) Limited, 20 CecilStreet 07-02/05, Singapore Exchange, Singapore 049705, or by post, in theenclosed pre-addressed envelope at the accepting Depositor's own risk, to GESInternational Limited c/o The Central Depository (Pte) Limited, Robinson RoadPost Of®ce P.O. Box 1984, Singapore 903934 in each case so as to arrive NOTLATER THAN 3.30 p.m. on the Closing Date.

A Depositor who has sold or transferred all his Offer Shares need not forward thisOffer Document and/or the FAA to the purchaser or transferee (the ``Purchaser'') asarrangements will be made by CDP for a separate Offer Document and FAA to besent to the Purchaser. Purchasers should note that CDP will, on behalf of theOfferor, send a copy of this Offer Document and the FAA by ordinary post at thePurchasers' own risk to their respective addresses as they appear in the records ofCDP.

CDP will, upon receipt on behalf of the Offeror of the FAA and all other relevantdocuments (if any), transfer the Offer Shares in respect of which a Depositor hasaccepted the Offer from the Securities Account of the Depositor to a ``SuspenseAccount'' pending the Offer becoming or being declared unconditional in all respectsand receipt by the Depositor of the consideration for such Offer Shares.

A Depositor must insert in Part A of the FAA the number of the Offer Shares inrespect of acceptances for each of the Share Offer and the Cash Alternative, whichin aggregate would not exceed the number of Offer Shares standing to the credit ofthe ``Free Balance'' of the Depositor's Securities Account as at 5.00 p.m. on the dateof receipt by CDP on behalf of the Offeror of the FAA (the ``Date of Receipt'') inrespect of which the Offer is accepted.

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Except as expressly provided below, if the number of Offer Shares in respect ofacceptances for the Share Offer and the Cash Alternative in aggregate, asinserted by a Depositor in Part A of the FAA, exceeds the number of OfferShares standing to the credit of the ``Free Balance'' of the Depositor'sSecurities Account as at 5.00 p.m. on the Date of Receipt (provided that the Dateof Receipt is on or before the Closing Date), then the Depositor shall be deemed tohave accepted:±

. the Share Offer in respect of the number of Offer Shares as speci®ed by theDepositor under ``Acceptances under the Share Offer'' (subject to a maximumof the number of the Offer Shares standing to the credit of the ``Free Balance''of the Depositor's Securities Account as at 5.00 p.m. on the Date of Receipt);and

. the Cash Alternative in respect of the balance (if any) of the Depositor's OfferShares standing to the credit of the ``Free Balance'' of the Depositor'sSecurities Account as at 5.00 p.m. on the Date of Receipt.

If no number of Offer Shares is inserted for acceptance under the Share Offerand the number of Offer Shares inserted for acceptance under the CashAlternative exceeds the number of Offer Shares standing to the credit of the``Free Balance'' of the Depositor's Securities Account as at 5.00 p.m. on theDate of Receipt, then the Depositor shall be deemed to have accepted the CashAlternative in respect of all the Offer Shares standing to the credit of the ``FreeBalance'' of the Depositor's Securities Account as at 5.00 p.m. on the Date ofReceipt.

If no number of Offer Shares is inserted by a Depositor in Part A of the FAA, thenthe Depositor shall be deemed to have accepted the Share Offer in respect of all theOffer Shares standing to the credit of the ``Free Balance'' of the Depositor's SecuritiesAccount as at 5.00 p.m. on the Date of Receipt.

Depositors whose Securities Accounts will be credited with Offer Shares

If a Depositor purchases Offer Shares on the SGX-ST and such Offer Shares are inthe process of being credited to the ``Free Balance'' of the Depositor's SecuritiesAccount, the Depositor must send in the relevant original ``bought'' contractstatement(s), validly issued by a member company of the SGX-ST in the Depositor'sname in respect of the Depositor's purchase of such Offer Shares, accompanied bythe FAA, duly completed and signed, if he wishes to accept the Offer.

The Depositor must insert in Part B of the FAA the number of Offer Shares in respectof acceptances for each of the Share Offer and the Cash Alternative which inaggregate would not exceed the number of Offer Shares represented by the relevantoriginal contract statement(s) in respect of which the Offer is accepted.

If the number of Offer Shares in respect of acceptances for the Share Offer andthe Cash Alternative in aggregate as inserted by a Depositor in Part B of the FAAexceeds the number of Offer Shares represented by the relevant originalcontract statement(s), then the Depositor shall be deemed to have accepted:±

. the Share Offer in respect of the number of Offer Shares as speci®ed by theDepositor under ``Acceptances under the Share Offer'' (subject to a maximumof the number of the Offer Shares as represented by the relevant originalcontract statement(s)); and

. the Cash Alternative in respect of the balance (if any) of the Depositor's OfferShares as represented by the relevant original contract statement(s).

9

If no number of Offer Shares is inserted for acceptance under the Share Offerand the number of Offer Shares inserted for acceptance under the CashAlternative exceeds the number of Offer Shares represented by the relevantoriginal contract statement(s), then the Depositor shall be deemed to haveaccepted the Cash Alternative in respect of the all the Offer Shares as representedby the relevant original contract statement(s).

If no number of Offer Shares is inserted by the Depositor in Part B of the FAA,then the Depositor shall be deemed to have accepted the Share Offer in respect ofall the Offer Shares as represented by the relevant original contract statement(s).

The Depositor's acceptance as aforesaid will constitute his unconditional andirrevocable undertaking and agreement to procure that the ``Free Balance'' of hisSecurities Account will be credited with the relevant number of such Offer Shareswithin ten Market Days of the date of the relevant original contract statement(s). If by5.00 p.m. on the tenth Market Day following the date of the relevant original contractstatement(s), the ``Free Balance'' of the Depositor's Securities Account is not creditedwith, or is credited with less than the relevant number of Offer Shares as aforesaid,then the acceptance by the Depositor of the Offer shall be deemed to be only inrespect of such number of Offer Shares as may be standing to the credit of the``Free Balance'' of the Depositor's Securities Account as at 5.00 p.m. on thetenth Market Day following the date of the relevant original contractstatement(s), provided that the acceptance by the Depositor of the Offer shall not inany event be deemed to exceed the aggregate acceptances for the Share Offer andthe Cash Alternative as set out in Part B of the FAA or, if no number is inserted, thenumber of Offer Shares represented by the relevant original contract statement(s).

If upon receipt on behalf of the Offeror of the FAA and the relevant original contractstatement(s) and other relevant documents, it is established that the Offer Sharesrepresented by the relevant original contract statement(s) will not be credited or arenot in the process of being credited to the Depositor's Securities Account (as, forexample, where the Depositor sells or has sold such Offer Shares), then such anacceptance is liable to be rejected and neither CDP, BNP Paribas nor the Offeroraccepts any responsibility or liability for the consequence of such a rejection.

Depositors whose Securities Accounts are and will be credited with Offer Shares

A Depositor who already has Offer Shares credited to his Securities Account, but whohas also purchased Offer Shares on the SGX-ST which are in the process of beingcredited to his Securities Account, may accept the Offer in respect of both the OfferShares standing to the credit of his Securities Account as well as the additional OfferShares purchased which are in the process of being credited to his SecuritiesAccount. The provisions set out above shall apply mutatis mutandis to suchacceptance(s) by the Depositor.

General

Depositors should note that, for the purpose of the acceptances referred toabove, they may send in the original contract statement(s) in respect of OfferShares purchased on the SGX-ST, provided that the ``Free Balance'' of theirSecurities Accounts is credited with the relevant number of Offer Shares withinten Market Days of the date of the relevant original contract statement(s).

For reasons of con®dentiality, CDP will not entertain telephone enquiries relating tothe number of Offer Shares and/or New GIL Shares credited to a Depositor'sSecurities Account. A Depositor can verify the number of Offer Shares and/or NewGIL Shares credited to his Securities Account by e-mail, if he has registered for theCDP e-mail service. Alternatively, a Depositor may call personally at CDP with hisidentity card or passport to verify the number of Offer Shares and/or New GILShares credited to his Securities Account.

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The Offeror will be entitled to reject any acceptance which does not comply with theprovisions and instructions contained herein and in the FAA or which is otherwiseincomplete, incorrect or invalid in any respect. It is the responsibility of the acceptingDepositor to ensure that the FAA is properly completed in all respects. Any decisionto reject the FAA on the ground that it has been incorrectly or incompletely signed,completed or submitted will be ®nal and binding and neither CDP, BNP Paribas northe Offeror accepts any responsibility or liability for the consequences of such adecision.

Except as provided in paragraph 2(h) of this Offer Document, acceptance of theOffer is irrevocable. An acknowledgment of receipt of the FAA will be given by CDPif it is submitted by hand to CDP.

All communications, notices, documents and remittances to be delivered or sent tothe Depositors will be sent to them by ordinary post to their respective addresses asthey appear in the records of CDP at the risk of the Depositors.

In the event of the Offer becoming or being declared unconditional in all respects inaccordance with its terms:±

(aa) Share Offer

For Depositors who have accepted the Share Offer, CDP will send by ordinarypost a noti®cation letter to the accepting Depositor, at his address as itappears in the records of CDP, at such Depositor's own risk stating thenumber of Offer Shares which have been debited and showing that hisSecurities Account has been credited with the appropriate number of New GILShares.

(bb) Cash Alternative

For Depositors who have accepted the Cash Alternative, payment will be sent tothe accepting Depositor, by ordinary post to his address as it appears in therecords of CDP at the risk of the person entitled thereto. CDP will send anoti®cation letter by ordinary post to the accepting Depositor, at his address asit appears in the records of CDP, at such Depositor's own risk stating thenumber of Offer Shares debited from his Securities Account.

In the event of the Offer not becoming or not being declared unconditional in allrespects in accordance with its terms, the relevant number of the Offer Shares inrespect of which the Depositors have accepted the Offer will be transferred to the``Free Balance'' of their Securities Accounts as soon as possible but in any eventnot later than 14 days from the lapse of the Offer.

(ii) Procedure for acceptance by Eltech Shareholders who hold Offer Shares whichare not deposited with CDP

Eltech Shareholders who have not deposited all of their Offer Shares with CDP areentitled to receive this Offer Document together with a FAT.

For any such Eltech Shareholder wishing to accept the Offer, he should complete andsign the accompanying FAT in accordance with the provisions of this Offer Documentand the provisions and instructions printed on the FAT (which provisions andinstructions shall be deemed to form part of the terms of the Offer) and send thecompleted FAT, together with the relevant share certi®cate(s) and/or otherdocument(s) of title and other relevant documents required by the Offeror asdescribed below, at the accepting Eltech Shareholder's own risk to GESInternational Limited c/o Lim Associates (Pte) Ltd, 10 Collyer Quay 19-08,Ocean Building, Singapore 049315, so as to arrive NOT LATER THAN 3.30 p.m.on the Closing Date.

#

11

Accepting Eltech Shareholders may accept a combination of the Share Offer andthe Cash Alternative by specifying the number of Offer Shares in respect ofwhich each of the Share Offer and the Cash Alternative is accepted under the``Acceptances under the Share Offer'' and ``Acceptances under the CashAlternative'' on page 1 of the FAT. The total acceptances under the Share Offerand the Cash Alternative would amount in aggregate to the number of Offer Sharesin respect of which the Offer is accepted.

If the accepting Eltech Shareholder's Offer Shares are represented by sharecerti®cates which are not registered in his name, the relevant share certi®cates(s)and/or other document(s) of title and/or other relevant documents required by theOfferor must be sent together with the FAT, accompanied by transfer form(s), dulyexecuted by the Eltech Shareholder(s) whose name(s) such share certi®cates areregistered in and stamped, with the particulars of the transferee left blank (to becompleted by the Offeror or a person authorised by it).

The Offeror will be entitled to reject any acceptance which does not comply with theprovisions contained herein and in the FAT or (subject to the preceding paragraph)which is not accompanied by the relevant share certi®cate(s) and/or otherdocument(s) of title and/or other relevant document(s) required by the Offeror, orwhich is otherwise incorrect, incomplete or invalid in any respect. It is theresponsibility of the accepting Eltech Shareholder to ensure that the FAT is properlycompleted in all respects. Any decision to reject the FAT on these grounds will be ®naland binding and neither BNP Paribas, Lim & Associates (Pte) Ltd nor the Offeroraccepts any responsibility or liability for the consequences of such a decision.

Except as provided in this Offer Document, acceptance of the Offer is irrevocable. Noacknowledgment of receipt of any FAT, share certi®cate(s) and/or any otherdocument(s) including, without limitation, documents of title will be given.

All communications, notices, certi®cates, documents and remittances to be deliveredor sent to accepting Eltech Shareholders will be sent to them (or their designatedagents or, in the case of joint accepting Eltech Shareholders who have notdesignated any agents, to the one ®rst named in the Register of Members of Eltech)by ordinary post to their respective addresses as they appear in the Register ofMembers of Eltech at the risk of the persons entitled thereto (or, for the purpose ofremittances only, to such different name and address as may be speci®ed by theaccepting Eltech Shareholder in the FAT and at his own risk).

If the number of Offer Shares in respect of acceptances for the Share Offer andthe Cash Alternative in aggregate, as inserted by an accepting EltechShareholder in the FAT, exceeds the number of the Offer Shares as representedby share certificates and/or other document(s) of title accompanying the FAT,then the accepting Eltech Shareholder shall be deemed to have accepted:±

. the Share Offer in respect of the number of Offer Shares as specified by theDepositor under ``Acceptances under the Share Offer'' (subject to a maximumof the number of the Offer Shares as represented by share certificates and/orother document(s) of title accompanying the FAT); and

. the Cash Alternative in respect of the balance (if any) of the Depositor's OfferShares as represented by share certi®cates and/or other document(s) of titleaccompanying the FAT.

If the accepting Eltech Shareholder does not specify in the FAT under``Acceptances under the Share Offer'' and ``Acceptances under the CashAlternative'' the number of Offer Shares in respect of which the Offer isaccepted, then the Depositor shall be deemed to have accepted the Share Offer inrespect of the aggregate number of Offer Shares represented by share certi®catesand/or other document(s) of title accompanying the FAT.

12

In the event of the Offer becoming or being declared unconditional in all respects inaccordance with its terms:±

(aa) Share Offer

For an Eltech Shareholder who has accepted the Share Offer, share certi®catesin respect of such number of New GIL Shares issued as consideration for theOffer Shares will be sent to the accepting Eltech shareholder (or his designatedagent or, in the case of joint accepting Eltech Shareholders who have notdesignated any agent, to the one ®rst named in the Register of Members ofEltech) by ordinary post to his address as it appears in the Register ofMembers of Eltech at the risk of the person entitled thereto (or to such differentname and address as may be speci®ed by the accepting Eltech Shareholder inthe FAT and at his own risk). Physical share certi®cates, if issued, will not bevalid for delivery pursuant to trades done on the SGX-ST although they willconstitute good evidence of legal title.

(bb) Cash Alternative

For an Eltech Shareholder who has accepted the Cash Alternative, payment willbe sent to the accepting Eltech Shareholder (or his designated agent or, in thecase of joint accepting Eltech Shareholders who have not designated any agent,to the one ®rst named in the Register of Members of Eltech) by ordinary post tohis address as it appears in the Register of Members of Eltech at the risk of theperson entitled thereto (or to such different name and address as may bespeci®ed by the accepting Eltech Shareholder in the FAT and at his own risk).

In the event of the Offer not becoming or not being declared unconditional in allrespects in accordance with its terms, the FAT and other documents will be returnedat the risk of the accepting Eltech Shareholder by ordinary post within 14 days of thelapse of the Offer.

(iii) Other relevant information in respect of the procedures for acceptance

Shareholders who hold the share certi®cates of some of the Offer Shares bene®ciallyowned by them and who have deposited the rest of the Offer Shares bene®ciallyowned by them with CDP are required to complete a FAT for the Offer Shares inrespect of which they hold the share certi®cates and a FAA in respect of the OfferShares which are deposited with CDP if they wish to accept the Offer.

Both the FAT and the FAA must be completed and accompanied by the relevantdocuments and sent to the Offeror, in accordance with the respective procedures foracceptance set out in paragraphs (i) and (ii) above.

Eltech Shareholders who hold the share certi®cates of the Offer Sharesbene®cially owned by them and who wish to accept the Offer in respect ofsuch Offer Shares should not deposit their share certi®cates with CDP duringthe period commencing on the date of this Offer Document and ending on theClosing Date (both dates inclusive).

Eltech Shareholders who deposit their share certi®cates in respect of OfferShares bene®cially owned by them with CDP during this period may not havetheir Securities Accounts credited with the relevant number of Offer Shares intime for them to accept the Offer.

13

(f) Settlement

Depositors whose Securities Accounts are or will be credited with Offer Shares

Subject to the Offer becoming or being declared unconditional in all respects and to thereceipt by the Offeror of all documents required by it which are complete in all respectsand are in accordance with the requirements set out in this Offer Document and the FAA(including, without limitation, confirmation satisfactory to the Offeror that the number ofOffer Shares tendered by the accepting Eltech Shareholders in acceptance of the Offerstands to the credit of the ``Free Balance'' of their respective Securities Accounts withCDP at the relevant time):±

(i) remittances for the appropriate amounts (if the accepting Eltech Shareholder(s) electsthe Cash Alternative); and/or

(ii) share certi®cates in respect of the appropriate number of New GIL Shares (if theaccepting Eltech Shareholder(s) elects the Share Offer) to be registered in the nameof CDP,

will be sent to CDP.

CDP will debit the respective Securities Accounts of the accepting Eltech Shareholderswith the number of Offer Shares tendered by them in acceptance of the Offer and willdespatch such remittances by ordinary post to the accepting Eltech Shareholders at theirown risk, and/or credit those Securities Accounts with the appropriate number of the NewGIL Shares, as the case may be, as soon as practicable and in any event:±

(i) in respect of acceptances of the Offer which are complete in all respects and arereceived on or before the date on which the Offer becomes or is declaredunconditional in all respects, within 21 days of such date; or

(ii) in respect of acceptances of the Offer which are complete in all respects and arereceived after the date on which the Offer becomes or is declared unconditional inall respects, but before the Offer closes, within 21 days of the date of such receipt.

CDP will send by ordinary post to the accepting Eltech Shareholders at their respectiveaddresses as they appear in the records of CDP, and at their own risk, noti®cation lettersshowing the number of Eltech Shares which have been debited against their respectiveSecurities Accounts and, where applicable, the number of New GIL Shares which havebeen credited to those Securities Accounts.

Eltech Shareholders who hold Offer Shares which are not deposited with CDP

Subject to the Offer becoming or being declared unconditional and to the receipt by theOfferor of all relevant documents required by it which are complete in all respects and arein accordance with the requirements set out in the Offer Document and the FAT (including,without limitation, the share certificates relating to the Offer Shares tendered by theaccepting Eltech Shareholders in acceptance of the Offer):±

(i) remittances in the form of cheques for the appropriate amounts (if the acceptingEltech Shareholder(s) elects the Cash Alternative); and/or

(ii) share certi®cates in respect of the appropriate number of New GIL Shares (if theaccepting Eltech Shareholder(s) elects the Share Offer),

will be despatched by ordinary post to the accepting Eltech Shareholders (or theirdesignated agents, as they may direct), and at their own risk, at their respectiveaddresses as they appear in the Register of Members of Eltech (or to such differentnames and addresses as may be specified by the accepting Eltech shareholders in theFAT), as soon as practicable and in any event:±

14

(i) in respect of acceptances of the Offer which are complete in all respects and arereceived on or before the date on which the Offer becomes or is declaredunconditional, within 21 days of such date; or

(ii) in respect of acceptances of the Offer which are complete in all respects and arereceived after the date on which the Offer becomes or is declared unconditional, butbefore the Offer closes, within 21 days of the date of such receipt.

Share certi®cates in respect of the New GIL Shares will not be valid for deliverypursuant to trades done on the SGX-ST although they will constitute good evidenceof legal title.

(g) Announcement

(i) By 9.30 a.m. on the Dealing Day (the ``Relevant Day'') next following the day on whichthe Offer is due to expire, or becomes or is declared to be unconditional in allrespects, or is revised or extended (where applicable), the Offeror will announce andsimultaneously inform the SGX-ST of the position. Such announcement will also state(as nearly as practicable):±

(aa) the total number of Offer Shares to which the Offer relates for which validacceptances of the Offer have been received;

(bb) the total number of Eltech Shares held by the Offeror and any party acting inconcert with it prior to the commencement of the offer period (as defined in theCode); and

(cc) the total number of Offer Shares acquired or agreed to be acquired by theOfferor and any party acting in concert with it during the offer period (asde®ned in the Code).

and will specify the percentages of the issued share capital of Eltech represented bysuch numbers.

If the Offeror is unable, within the time limit, to comply with this paragraph 2(g)(i), theSGX-ST will consider suspension of trading in the Eltech Shares until the relevantinformation is given.

(ii) In this Offer Document, references to the making of any announcement or the givingof notice by the Offeror shall include the release of an announcement by BNP Paribasor by advertising agents for and on behalf of the Offeror, to the press or the delivery ofor transmission by telephone, telex, facsimile, MASNET or otherwise of anannouncement to the SGX-ST. An announcement made otherwise than to the SGX-ST shall be noti®ed simultaneously to the SGX-ST.

(iii) In computing the number of Offer Shares represented by acceptances, the Offerorwill, at the time of making an announcement, take into account acceptances whichare valid in all respects and acceptances which are duly completed andaccompanied by original contract statements, validly issued by a member companyof the SGX-ST in the name of the accepting Eltech Shareholder in respect of thepurchase by the accepting Eltech Shareholder of Offer Shares which are depositedwith CDP (subject to the ``Free Balance'' of the Securities Account of the acceptingEltech Shareholder being credited with the relevant number of such Offer Shareswithin ten Market Days of the date of the relevant original contract statement(s)).

15

(h) Right of Withdrawal

(i) Subject to paragraph 2(d), this paragraph 2(h) and Section 213(10) of the CompaniesAct, all acceptances of the Offer shall be irrevocable.

(ii) If, having announced the Offer to be unconditional in all respects, the Offeror fails tocomply with any of the other requirements set out in paragraph 2(g)(i) above by 3.30p.m. on the Relevant Day, any Eltech Shareholder accepting the Offer shall be entitledto withdraw his acceptance by written notice to GIL at its registered office (signed bythat shareholder or his agent duly appointed in writing and evidence of whoseappointment is produced in a form satisfactory to the Offeror with the said notice).Subject to paragraph 2(d)(iii) above, this right of withdrawal may be terminated notless than eight days after the Relevant Day by the Offeror confirming (if that be thecase) that the Offer is still unconditional in all respects and complying withparagraph 2(g)(i) above. For the purposes of paragraph 2(d)(ii) above, the period of14 days first referred to therein will run from the date of such confirmation.

(iii) An accepting Eltech Shareholder shall be entitled to withdraw his acceptance bywritten notice to GIL at its registered of®ce in any case after the expiry of 21 daysfrom the ®rst closing date of the Offer, if the Offer has not by such expiry datebecome or been declared to be unconditional; such entitlement to withdraw shall beexercisable until such time as the Offer becomes or is declared to be unconditional inall respects.

(i) Further Terms of the Offer

Further terms of the Offer are contained in the Notice of Take-over Offer, the text of whichis set out in Appendix I of this Offer Document and which forms, to the extent notinconsistent with the terms and conditions of this Offer Document, part of the Offer. In theevent of any inconsistency between this Offer Document and Appendix I, the terms andconditions of this Offer Document will prevail.

3. INFORMATION ON THE OFFEROR

GIL is incorporated in Singapore and listed on both SGX-ST and ASX. GIL and its subsidiariesare primarily engaged in the original design and manufacture of point-of-sales terminals andother IT products. GIL is also engaged in the distribution of personal computers and relatedperipherals, and provides electronic business solutions, and technical and consultancy servicesin high technology ®elds.

The GIL Group has operations in more than 11 countries and territories in the Asia Paci®c region.It has manufacturing facilities in Singapore, India and China. Its distribution network covers atotal of ten countries and territories with a network of approximately 13,000 resellers.

On July 17, 2001, GIL announced a proposed rights issue of GIL and the demerger of themanufacturing and distribution businesses of the GIL Group, pursuant to which, the distributionbusiness will be separately listed and quoted on the SGX-ST. The said announcement which isreproduced in its entirety in Appendix VI of this Offer Document, contains further information onthe proposed rights issue and demerger, including, inter alia, the rationale for the demerger, theindicative terms of the proposed rights issue and the proforma ®nancial effects of the rights issueand demerger.

Eltech Shareholders should note that the basis of the proposed rights issue is subject to changeand that the proposed demerger is subject to the ful®llment of various conditions, as set out inthe aforementioned announcement.

Additional information on the Offeror (including information relating to its directors, share capital,®nancial statements, changes in ®nancial position and registered of®ce) is set out in AppendicesIII, IV and V of this Offer Document.

16

4. INFORMATION ON ELTECH

Eltech is incorporated in Singapore and listed on SGX-ST. Established in 1984, Eltech providescustomised manufacturing services to the electronics industry on a worldwide basis. The mainsectors of its contract manufacturing business are in communications, semi-conductor andinstrumentation.

The Eltech Group has a network of four sales of®ces and manufacturing facilities in Malaysia andthe United States. The manufacturing services which the Eltech Group provides to theelectronics industry include programme management, engineering services, materialsprocurement and management, assembly and testing services.

Additional information on Eltech is set out in Appendix VII to this Offer Document and includes:±

(a) the names, addresses and occupations of the directors of Eltech;

(b) a summary of the audited consolidated turnover, profits and dividends of Eltech extractedfrom the audited consolidated accounts of Eltech for the last five financial years; and

(c) the registered of®ce of Eltech.

The announcement by Eltech dated June 27, 2001 in respect of its unaudited interim results forthe 4-month period ended April 30, 2001 is reproduced in Appendix VIII of this Offer Document.

5. REASONS FOR THE OFFER AND THE FUTURE OF THE ENLARGED GIL GROUP

The Offer is being made in compliance with the provisions and requirements of Section 213 ofthe Companies Act and Rule 33 of the Code pursuant to the Offeror's acquisition of anaggregate of 100,079,402 Eltech Shares, representing approximately 44.34 per cent. of thetotal outstanding Eltech Shares.

The Directors view the acquisition of Eltech as a good opportunity to expand the GIL Group'selectronics contract manufacturing business.

Eltech is primarily a provider of electronics manufacturing services in the communications, semi-conductor and instrumentation sectors while GIL's manufacturing activities are focused on theoriginal design and manufacture of point-of-sales terminals and other IT products. While thereare currently no plans to change the existing focus of the two groups, the Directors envisagethat there are opportunities for future cooperation between the Eltech Group and themanufacturing division of the GIL Group that will give rise to potential operational synergies inareas such as sourcing, production and marketing.

In addition, the Directors believe that the combined capabilities and resources of themanufacturing division of the GIL Group and the Eltech Group will benefit the enlarged GILGroup in the following respects:±

. achieve better diversification in terms of both client base and product mix as the clientsand segments served by the manufacturing division of the GIL Group and the EltechGroup are different. GIL and Eltech will continue to focus on growing within theirrespective areas of core competence, thus allowing the enlarged GIL Group to reduce itsdependence on any particular client or segment;

. Eltech's manufacturing operations in Malaysia and the United States will complement GIL'smanufacturing facilities in Singapore, India and China. The combined network of productionfacilities will allow the enlarged GIL Group to enhance production ef®ciencies and reduceoperating costs by transferring some of the manufacturing activities to lower costcountries, hence taking advantage of their lower cost production. The combined networkcan also be utilised to provide a higher level of service to customers as the enlarged GILGroup will be able to service its clients via locations which are nearer to its customers,thereby reducing its response time. The Offeror also believes that greater economies ofscale can be achieved through initiatives such as the exchange of manufacturingexpertise and best practices as well as sub-contracting arrangements between the two

17

groups to take advantage of the lower-cost production facilities within the combinednetwork; and

. the GIL Group has an existing research and development (``R&D'') team of approximately60 engineers and technicians and was awarded ``The Technology Achievement Award'' in1999 and 2000, by the National Science and Technology Board and the EconomicDevelopment Board in recognition of its outstanding R&D achievements that havecontributed to Singapore's economy. The Eltech Group will be able to utilise and bene®tfrom GIL's original design manufacturing capabilities to enhance its product mix andprovide higher value-added services to its existing and future clients.

As mentioned on page 16 of this Offer Document, it is intended that the distribution business ofthe GIL Group be separately quoted and listed on the SGX-ST under the proposed demerger.Eltech and GIL will hold the manufacturing business of the existing GIL Group. The Directorsbelieve that the proposed demerger of GIL's existing manufacturing and distribution businesseswill not affect its plans for Eltech as the synergies between the distribution business of the GILGroup and Eltech are not expected to be signi®cant. Accordingly, the bene®ts outlined above areexpected to remain achievable.

The proposed demerger will create two separately listed entities with independent managementteams. Digiland International Pte Ltd, which is presently a 98.8 per cent. owned subsidiary ofGIL, will serve as the vehicle driving the future growth and pro®tability of the distributionbusiness while GIL will focus its efforts on growing the retained manufacturing business, whichwill include the Eltech Group. This is expected to improve managerial accountability and allowboth businesses to have direct access to the capital markets. This will also allow the twobusinesses to focus greater management attention and resources on pursuing strategies andgrowth opportunities best suited to their respective markets and goals. Further information onthe proposed demerger is set out in the announcement annexed as Appendix VI of this OfferDocument.

Further to the close of the Offer, the Offeror intends to undertake a comprehensive review of theoperations of the enlarged GIL Group to identify opportunities for maximising the resources ofthe enlarged GIL Group to achieve its objective of creating a more integrated and cost-ef®cientelectronics contract manufacturing group with a more diversi®ed customer base and expandedeconomies of scale. Subject to the outcome of the review, the Offeror has no immediate plansfor major changes to the nature of the business of Eltech, the redeployment of Eltech's ®xedassets or, the discontinuance of the employment of the existing employees of Eltech.

It is the intention of the Offeror to retain the services of Tan Geh as the managing director ofEltech to provide continuity of management leadership. Upon the close of the Offer, GILintends to recommend that the Eltech board of directors offer an improved contract of serviceto Tan Geh, in line with the existing compensation policies of GIL (please refer to paragraph1(g) of Appendix X for more details). Such contract of service will be subject to the approval ofEltech's board of directors. Upon the close of the Offer, the Offeror will review the compositionof Eltech's board of directors and appoint suitable nominees to assist in the integration of thetwo groups.

6. EVALUATION OF THE FINANCIAL ASPECTS OF THE OFFER

(a) Evaluation of the Share Offer

The consideration for each Offer Share pursuant to the Share Offer is as follows:±

Share Offer

For each Offer Share : 0.4 New GIL Shares

In determining the total number of New GIL Shares to be issued, fractions of a New GILShare will be disregarded.

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The ®nancial aspects of the Share Offer in respect of market quotations, earnings, nettangible assets and the net gearing of the GIL Group are set out below.

The financial effects set out in paragraphs 6(a)(ii), 6(a)(iii) and 6(a)(iv) are for illustrativepurposes only and do not reflect the actual future financial situation of the enlarged GILGroup after the Acquisition and the Offer. They have been prepared on the following keybases and assumptions:±

. based on the audited financial statements of the GIL Group for the financial yearended June 30, 2000;

. based on the audited financial statements of the Eltech Group for the financial yearended December 31, 2000;

. taking into account that GIL has issued 40,031,760 New GIL Shares pursuant to theAcquisition;

. assuming that GIL will issue approximately 5.1 million New GIL Shares in the scenariowhereby acceptances of the Offer received represents the minimum number ofacceptances sufficient to make the Offer unconditional (``Minimum Acceptance''), toapproximately 50.3 million New GIL Shares in the scenario whereby acceptances ofthe Offer received represents all outstanding Offer Shares (``Full Acceptance''),pursuant to the Offer where all Eltech Shareholders who accept the Offer elect theShare Offer; and

. based on an issue price of S$0.80 for each New GIL Share.

Further information relating to the unaudited proforma consolidated ®nancial statements ofthe GIL Group and the enlarged GIL Group is set out in Appendix IX.

(i) Market quotation

The issue price of S$0.80 for each New GIL Share represents:±

(aa) a discount of approximately 10.1 per cent. to the last transacted price of S$0.89for each GIL Share on May 23, 2001, being the last Dealing Day prior to thesuspension of trading of GIL Shares on the SGX-ST before the Offer wasannounced on May 28, 2001;

(bb) a premium of approximately 6.0 per cent. to the last transacted price of S$0.755for each GIL Share on the Latest Practicable Date; and

(cc) a premium of approximately 110.5 per cent. to the audited net tangible asset foreach GIL Share as of June 30, 2000.

Eltech Shareholders should note that the historical high (for the last 52 weeks prior tothe Latest Practicable Date) of S$1.870 for every GIL Share is approximately 133.8 percent. above the issue price of S$0.80 for each New GIL Share and the historical low(for the last 52 weeks prior to the Latest Practicable Date) of S$0.535 for each GILShare is approximately 33.1 per cent. below the issue price of S$0.80 for each NewGIL Share.

The consideration of S$0.32 for each Eltech Share implied by the issue price ofS$0.80 for each New GIL Share represents:±

(aa) a premium of approximately 3.2 per cent. to the last transacted price of S$0.31for each Eltech Share on May 22, 2001, being the last Dealing Day prior to thesuspension of trading of Eltech Shares on the SGX-ST before the Offer wasannounced on May 28, 2001;

(bb) a discount of approximately 5.9 per cent. to the last transacted price of S$0.34for each Eltech Share on the Latest Practicable Date; and

19

(cc) a premium of approximately 13.2 per cent to the audited net tangible asset foreach Eltech Share as of December 31, 2000.

(ii) Earnings per GIL Share

On the key bases and assumptions set out above, the following table illustrates theeffects of the Acquisition and the Offer on the earnings per GIL Share for the®nancial year ended June 30, 2000 in the scenario where all Eltech Shareholderswho accept the Offer elect the Share Offer:±

On Completion of Offer

BeforeAcquisition

AfterAcquisition

MinimumAcceptance

FullAcceptance

Pro®t after tax and minorityinterest but beforeextraordinary items (S$ million) 26.7 31.4 32.0 37.3

Basic earnings per GIL Share(cents) 4.8 5.3 5.4 5.8

(iii) Net tangible assets (``NTA'')

On the key bases and assumptions set out above, the following table illustrates theeffects of the Acquisition and the Offer on the NTA backing per GIL Share as ofJune 30, 2000 in the scenario where all Eltech Shareholders who accept the Offerelect the Share Offer:±

On Completion of Offer

BeforeAcquisition

AfterAcquisition

MinimumAcceptance

FullAcceptance

NTA (S$ million) 209.7 242.0 241.3 273.2

Number of GIL Shares (million) 552.2 592.2 597.3 642.5

NTA per GIL Share (cents) 38.0 40.9 40.4 42.5

(iv) Net gearing

On the key bases and assumptions set out above, the following table illustrates theeffects of the Acquisition and the Offer on the net gearing of the GIL Group as ofJune 30, 2000 in the scenario where all Eltech Shareholders who accept the Offerelect the Share Offer:±

On Completion of Offer

BeforeAcquisition

AfterAcquisition

MinimumAcceptance

FullAcceptance

Net Debt(Total borrowings less cash andcash equivalents) (S$ million) 83.7 83.7 85.4 85.4

Shareholders' Equity (excludingminority interests) (S$ million) 222.4 259.1 258.9 295.8

Net Gearing(Net Debt over Shareholders'Equity) (%) 37.6 32.3 33.0 28.9

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(b) Evaluation of the Cash Alternative

The consideration for each Eltech Share pursuant to the Cash Alternative is as follows: ±

Cash Alternative

For each Offer Share : S$0.3488 in cash

In determining the aggregate cash amounts to be paid under the Cash Alternative, fractionsof a cent shall be disregarded.

The ®nancial aspects of the Cash Alternative in respect of market quotations, earnings, nettangible assets and net gearing of the GIL Group are set out below.

The financial effects set out in paragraphs 6(b)(ii), 6(b)(iii) and 6(b)(iv) are for illustrativepurposes only and do not reflect the actual future financial situation of the enlarged GILGroup after the Acquisition and the Offer. They have been prepared on the following keybases and assumptions:±

. based on the audited financial statements of the GIL Group for the financial yearended June 30, 2000;

. based on the audited financial statements of the Eltech Group for the financial yearended December 31, 2000;

. assuming GIL finances the cash amounts to be paid pursuant to the Cash Alternativethrough bank borrowings at an interest rate of 6.5 per cent. per annum;

. taking into account that GIL has issued 40,031,760 New GIL Shares pursuant to theAcquisition;

. assuming GIL will pay in cash, approximately S$4.5 million (``Minimum Acceptance'')to approximately S$43.8 million (``Full Acceptance'') pursuant to the Offer where allEltech Shareholders who accept the Offer elect the Cash Alternative; and

. based on an issue price of S$0.80 for each New GIL Share.

Further information relating to the unaudited proforma consolidated ®nancial statement ofthe GIL Group and the enlarged GIL Group is set out in Appendix IX.

(i) Market quotations

The Cash Alternative of S$0.3488 for each Offer Share represents:±

(aa) a premium of approximately 12.5 per cent. to the last transacted price of S$0.31for each Eltech Share on May 22, 2001, being the last Dealing Day prior to thesuspension of trading of Eltech Shares before the Offer was announced on May28, 2001; and

(bb) a premium of approximately 2.6 per cent. to the closing price of S$0.34 for eachEltech Share on the Latest Practicable Date.

(cc) a premium of approximately 23.4 per cent to the audited NTA value for eachEltech Share as of December 31, 2000.

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(ii) Earnings per GIL Share

On the key bases and assumptions set out above, the following table illustrates theeffects of the Acquisition and the Offer on the earnings per GIL Share for the®nancial year ended June 30, 2000 in the scenario where all Eltech Shareholderswho accept the Offer elect the Cash Alternative:±

On Completion of Offer

BeforeAcquisition

AfterAcquisition

MinimumAcceptance

FullAcceptance

Pro®t after tax and minorityinterest but beforeextraordinary items (S$ million) 26.7 31.4 31.7 34.9

Basic earnings per GIL Share(cents) 4.8 5.3 5.4 5.9

(iii) Net tangible assets (``NTA'')

On the key bases and assumptions set out above, the following table illustrates theeffects of the Acquisition and the Offer on the NTA backing per GIL Share as ofJune 30, 2000 in the scenario where all Eltech Shareholders who accept the Offerelect the Cash Alternative:±

On Completion of Offer

BeforeAcquisition

AfterAcquisition

MinimumAcceptance

FullAcceptance

NTA (S$ million) 209.7 242.0 236.6 227.6

Number of GIL Shares (million) 552.2 592.2 592.2 592.2

NTA per GIL Share (cents) 38.0 40.9 40.0 38.4

(iv) Net gearing

On the key bases and assumptions set out above, the following table illustrates theeffects of the Acquisition and the Offer on the net gearing of the GIL Group as ofJune 30, 2000 in the scenario where all Eltech Shareholders who accept the Offerelect the Cash Alternative:±

On Completion of Offer

BeforeAcquisition

AfterAcquisition

MinimumAcceptance

FullAcceptance

Net Debt(Total borrowings less cash andcash equivalents) (S$ million) 83.7 83.7 90.2 131.3

Shareholders' Equity (excludingminority interests) (S$ million) 222.4 259.1 255.0 253.7

Net Gearing(Net Debt over Shareholders'Equity) (%) 37.6 32.3 35.4 51.8

22

7. LISTING AND COMPULSORY ACQUISITION

Clause 1101 of the SGX-ST Listing Manual states that where a take-over offer is made for thesecurities of a listed issuer, upon the announcement by the offeror that acceptances have beenreceived that bring the holdings owned by it and any party acting in concert with it to above 90per cent. of the securities in issue, the SGX-ST will suspend the listing of such securities untilsuch time when it is satis®ed that at least ten per cent. of the securities in issue shall be heldby at least 1,000 shareholders who are members of the public.

Clause 926 of the SGX-ST Listing Manual further stipulates that a listed company shall ensurethat at least ten per cent. of its listed securities is at all times held by the public. If thepercentage of securities held in public hands falls below ten per cent., the listed issuer shall assoon as practicable, announce that fact and the SGX-ST has the right to suspend trading of thesecurities. The SGX-ST may allow the listed issuer a period of 3 months, or such longer periodas the SGX-ST may agree, to raise the percentage of securities in public hands to at least tenper cent. The listed issuer may be delisted if it fails to restore the percentage of securities inpublic hands to at least ten per cent. after the grace period.

Pursuant to Section 215(1) of the Companies Act, if the Offeror receives acceptances of the Offerin respect of 90 per cent. or more of the Offer Shares, the Offeror would have the right tocompulsorily acquire all the Offer Shares held by the Eltech Shareholders who have notaccepted the Offer (``Dissenting Shareholders'').

It should be noted that Dissenting Shareholders would have a corresponding right, under Section215(3) of the Companies Act, to require the Offeror to acquire their Offer Shares in the event thatthe Offer Shares acquired by the Offeror, together with any Eltech Shares held by the Offeror, orby a nominee for the Offeror or its subsidiaries, comprise 90 per cent. or more of the issued andpaid-up ordinary share capital of Eltech. Dissenting Shareholders who wish to exercise theirrights under Section 215(3) of the Companies Act are advised to seek independent legal advice.

It is the intention of the Offeror to exercise its right of compulsory acquisition pursuant toSection 215(1) of the Companies Act in the event it is entitled to do so. In the event theOfferor exercises such rights, only the Cash Alternative will be offered to DissentingShareholders.

If the Offer becomes or is declared unconditional in all respects but the Offeror is not entitled toexercise its right of compulsory acquisition under Section 215(1) of the Act, the Offeror will, if itowns an aggregate shareholding or more than 75 per cent. in Eltech, following the close of theOffer, consider delisting Eltech from the SGX-ST pursuant to the Clause 208 of the ListingManual.

8. TEMPORARY TRADING COUNTER FOR TRADING OF ODD-LOTS

Arrangements have been made with the SGX-ST for the establishment of a temporary tradingcounter for the trading of odd-lots of GIL Shares in the event that the Offer becomesunconditional or is declared unconditional in all respects.

On July 13, 2001, the SGX-ST con®rmed in writing that a special temporary trading counter willbe established for the trading of board lots of 100 GIL Shares each if the Offer becomesunconditional or is declared unconditional in all respects and that the counter will be open for aperiod of 1 month from the Closing Date. Further details on the temporary trading counter, ifapplicable, will be announced in due course.

9. OVERSEAS SHAREHOLDERS

The making of the Offer to Eltech Shareholders whose addresses are outside Singapore, asshown on the Register of Members of Eltech, (each, an ``Overseas Shareholder'') may beaffected by the laws of the relevant overseas jurisdictions. Accordingly, any Eltech Shareholdernot resident in Singapore should inform themselves about and observe any applicable legalrequirements including relevant transfer restrictions.

23

This Offer Document, the FAA and FAT have not been and will not be sent to any OverseasShareholder due to the potential restrictions on sending such documents into the relevantjurisdictions.

Overseas Shareholders may obtain copies of this Offer Document, the FAA, FAT and any relateddocuments, during normal business hours and up to the Closing Date, from the registered of®ceof GIL at 28 Marsiling Lane, Singapore 739152. Alternatively, an Overseas Shareholder maywrite in to GIL at the above address to request for this Offer Document, the FAA, FAT and anyrelated documents to be sent to an address in Singapore by ordinary post at his own risk, up tothree Market Days prior to the Closing Date.

GIL and BNP Paribas each reserves the right to notify any matter, including the fact that theOffer has been made, to any or all Eltech shareholders with a registered address outsideSingapore by announcement or paid advertisement in a daily newspaper published andcirculated in Singapore, in which case such notice shall be deemed to have been suf®cientlygiven notwithstanding any failure by any Eltech Shareholders to receive or see suchannouncement or advertisement.

It is the responsibility of any Eltech Shareholder outside Singapore who wishes to accept theOffer, to satisfy himself as to the full observance of the laws of the relevant jurisdiction in thatconnection, including the obtaining of any governmental or other consent which may berequired or compliance with other necessary formalities or legal requirements. If you are in anydoubt about your position you should consult your professional adviser in the relevantjurisdiction.

10. CONFIRMATION OF FINANCIAL RESOURCES OF THE OFFEROR

The Development Bank of Singapore Ltd (``DBS Bank'') has made available to the Offeror acredit facility of up to $44 million to ®nance the Offer. Having regard to the facility, DBS Bankhas con®rmed that suf®cient resources are available to the Offeror to satisfy full acceptance ofthe Offer.

11. RESPONSIBILITY STATEMENT

The issue of this Offer Document has been approved by all the Directors, who have taken allreasonable care to ensure that the facts stated and opinions expressed in this Offer Documentare accurate and fair, and that no material facts have been omitted. The Directors con®rm thatthe pro®t estimate for the GIL Group for the ®nancial year ended June 30, 2001 as set out inAppendix V(B) has been prepared after due and careful enquiry. Where information relating toEltech has been extracted from published or otherwise publicly available sources, the Directors'sole responsibility has been to ensure that such information has been accurately and correctlyextracted from these sources. The Directors, including those who have delegated detailedsupervision of this Offer Document, jointly and severally accept responsibility accordingly.

12. VIEWS OF INDEPENDENT DIRECTORS OF ELTECH AND INDEPENDENT FINANCIALADVISER TO ELTECH

The views of the independent directors of Eltech and Overseas-Chinese Banking CorporationLimited, the independent ®nancial adviser to the independent directors of Eltech on the Offer,will be made available to Eltech Shareholders in due course. Eltech Shareholders may wish toconsider their advice before taking any action in relation to the Offer.

13. STATUTORY AND GENERAL INFORMATION

Additional statutory and general information is provided in Appendix X of this Offer Document.

Any omission to despatch this Offer Document, the FAT and FAA or any notice of announcementrequired to be given under the terms of the Offer to, or any failure to receive the same by, anyperson to whom the Offer is made or should be made shall not invalidate the Offer in any way.

24

The Offer, this Offer Document, the FAA and the FAT, all acceptances of the Offer, all contractsmade pursuant thereto and all actions taken or deemed to be taken in connection with any of theforegoing shall be governed by, and construed in accordance with, Singapore law and allaccepting Eltech Shareholders agree by accepting the Offer to submit it to the non-exclusivejurisdiction of the Singapore courts.

Your attention is also drawn to Appendices I to X which form part of this Offer Document, inparticular to Appendices V and VI relating to the pro®t estimate of the GIL Group for the yearended June 30, 2001 and the announcement of the proposed rights issue and demerger of themanufacturing and distribution businesses of the GIL Group respectively. Save as disclosed inthis Offer Document, the Directors are not aware of any material changes in the ®nancialposition or prospects of the Offeror since June 30, 2000 being the date of the last publishedaudited accounts of the Offeror.

Yours faithfullyFor and on behalf ofBNP Paribas Peregrine (Singapore) Ltd

Francois Wertheimer Low Chee WahCEO DirectorHead of South East Asia Corporate Finance South East Asia Corporate Finance

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APPENDIX I

NOTICE OF TAKE-OVER OFFER

The Board of Directors,Eltech Electronics Limited,20 Raf¯es Place #17-00Ocean TowersSingapore 048620 28th June, 2001

Dear Sirs,

Notice of Take-Over OfferPart B Statement

1. INTRODUCTION

We, BNP Paribas Peregrine (Singapore) Ltd (``BNP''), hereby give notice, for and on behalf of,GES International Limited (``GIL''), that GIL intends to make a mandatory conditional takeoveroffer (the ``Offer'') for Eltech Electronics Limited (``Eltech'').

2. NOTICE OF OFFER

On 28th May, 2001, GIL announced that it had entered into separate conditional sale andpurchase agreements with Tan Cheow Koon (Pte) Ltd and Global Development Investments PteLtd (``S&P Agreements'') to acquire an aggregate of 100,079,402 ordinary shares of S$0.25 eachin the capital of Eltech (``Eltech Shares'') representing approximately 44.34 per cent. of the totaloutstanding Eltech Shares.

On 27th June, 2001, we announced, for and on behalf of the GIL, the completion of the S&PAgreements.

In accordance with Section 213(4) of the Companies Act, Chapter 50 (the ``Companies Act'') andRule 33 of the Singapore Code on Take-overs and Mergers (the ``Code''), we, on behalf of GIL,hereby give you notice of the Offer (``Notice of Offer''). The Offer will be made on the principalterms and conditions as stated below.

3. DISCLOSURES

Save as disclosed in relation to the S&P Agreements, none of GIL and its concert parties (1)owns or controls any Eltech Shares in issue as of the date hereof, (2) has dealt for value in anyEltech Shares in the twelve month period immediately preceding 28th May, 2001 (the date of theannouncement of the Offer) and from that date to the date hereof, or (3) has, as of the datehereof, received any irrevocable undertaking from any Eltech shareholder to accept or rejectthe Offer.

4. OFFER TERMS

4.1 Offer. For and on behalf of GIL, BNP will make the Offer for all the Eltech Shares in issue, notowned, controlled or agreed to be acquired by GIL or any of its concert parties as of the dateof the Offer (the ``Offer Shares'') on the following basis:±

Share Offer : 400 new ordinary shares of par value S$0.20 each in the capital of GIL(each, a ``New GIL Share'') for every 1,000 Offer Shares;

OR

Cash Alternative : S$348.80 in cash for every 1,000 Offer Shares;

and so on in proportion for any other number of Offer Shares;

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4.2 Fractional Entitlements. In determining the aggregate number of New GIL Shares to be issuedunder the Share Offer, fractions of a New GIL Share shall be disregarded. In determining theaggregate cash amount to be paid under the Cash Alternative, fractions of a cent. shall bedisregarded.

4.3 Offer Shares. Under the Offer, all the Offer Shares will be acquired free from all liens, chargesand other encumbrances and with all rights attached thereto as of 28th May, 2001 andthereafter attaching thereto (including, without limitation, all rights to any dividends and otherdistributions declared, made or paid by Eltech on or after the date thereof).

4.4 GIL Shares. Pursuant to the Offer, GIL will issue approximately 50,250,770 New GIL Shares,representing approximately 7.8 per cent. of the enlarged issued share capital of GIL (assumingfull acceptance of the Offer under the Share Offer). Approval has been granted by the SingaporeExchange Securities Trading Limited (``SGX-ST'') for the New GIL Shares to be admitted to theOf®cial List of the SGX-ST. The New GIL Shares will be issued credited as fully paid, free from allliens, charges and other encumbrances and ranking pari passu in all respects with theoutstanding GIL Shares, including the right to receive and retain any dividends and otherdistributions declared, made or paid after the date of their issue.

5. CONDITIONS

5.1 Acceptance Condition. The Offer, when made, will be conditional upon GIL having received, bythe close of the Offer, valid acceptances (and not, where permitted, withdrawn) in respect ofsuch number of Offer Shares which, when taken together with the Eltech Shares owned,controlled or agreed to be acquired by GIL or any of its concert parties, will result in GIL andits concert parties holding such number of Eltech Shares as carrying more than 50 per cent. ofthe voting rights attributable to the issued share capital of Eltech as of the close of the Offer.

5.2 Lapse of Offer. The Offer will lapse and will not become capable of being declared unconditionalunless the above acceptance condition has been ful®lled by 3.30 p.m. on the ®rst closing date ofthe Offer (as de®ned in the Code), or such later date as GIL may with the consent of theSecurities Industry Council (``SIC'') decide.

6. DATE OF OFFER

The Offer will be made not earlier than 14 days and not later than 28 days from the date hereof.

7. WARRANTY

Acceptance of the Offer will be deemed to constitute a warranty by the accepting Eltechshareholder(s) that the Offer Shares tendered in acceptance of the Offer are sold by thataccepting Eltech shareholder(s), as or on behalf of the bene®cial owner(s) thereof, (1) fully paid,(2) free from all liens, charges and encumbrances and (3) together with all rights attached theretoas of 28th May 2001 and thereafter attaching thereto (including, without limitation, all rights toany dividends and other distributions declared, made or paid by Eltech on or after the datethereof)

8. DURATION OF OFFER

8.1 Minimum Period for Acceptance. Except insofar as the Offer may be withdrawn with the consentof the SIC and every person released from any obligation incurred thereunder, the Offer will beopen for acceptance by Eltech shareholders for at least 21 days from the date of the despatch ofthe Offer or such later date(s) as GIL may announce from time to time.

8.2 Further Period for Acceptance. If the Offer becomes or is declared unconditional in all respects,in order to give those Eltech shareholders who have not accepted the Offer the opportunity to doso, the Offer will remain open for acceptance for a period of not less than 14 days after the dateon which it would otherwise have expired, unless it becomes or is declared unconditional in allrespects on or by an expiry date and GIL has given not less than 14 days' notice in writing to the

27

Eltech shareholders that the Offer will not be open for acceptance beyond that date, providedthat:±

(1) such notice shall not be capable of being enforced in a situation which the SIC may deemto be competitive; and

(2) no such notice shall be given during the period commencing from the announcement of acompeting offer and ending at the time when the resultant competitive situation hasceased.

If a declaration that the Offer is unconditional in all respects is con®rmed in accordance withparagraph 11.2 below, such period of 14 days during which the Offer will remain open foracceptance will run from the date of such con®rmation or the date on which the Offer wouldotherwise have expired, if later.

8.3 Long-Stop Date. Except with the prior approval of the SIC and the Registrar of Companies andBusiness of Singapore, the Offer (whether revised or not) shall not be capable of becoming orbeing declared to be unconditional in all respects after 3.30 p.m. on the 60th day after the dateof the despatch of the Offer or of being kept open after that time unless it has previously sobecome or been declared to be unconditional in all respects.

8.4 Revision. If the Offer is revised, the Offer will remain open for acceptance for a period of at least14 days from the date of the despatch of written noti®cation of the revision to the Eltechshareholders. In any case, where the terms are revised, the bene®t of the Offer (as so revised)will be made available to each Eltech shareholder who has previously accepted the Offer.

8.5 Expiry Date. In any announcement of an extension of the Offer, the next expiry date will bestated.

8.6 Close of Offer. If once the Offer becomes or is declared to be unconditional in all respects and itis stated that the Offer will remain open until further notice, not less than 14 days' notice must begiven before the Offer may be closed.

9. SETTLEMENT

9.1 Accepting Eltech Shareholders whose Offer Shares are deposited with CDP. Subject to (1) theOffer becoming or being declared unconditional in all respects and (2) the receipt by GIL fromthe accepting Eltech shareholders of all documents required by it which are complete in allrespects and are in accordance with the requirements set out in the formal documentcontaining the Offer (the ``Offer Document'') and the relevant forms of acceptance of the Offer(the ``Forms of Acceptance'') (including, without limitation, con®rmation satisfactory to GIL thatthe number of Offer Shares tendered by the accepting Eltech shareholders in acceptance of theOffer stands to the credit of the ``Free Balance'' of their respective securities accounts with TheCentral Depository (Pte) Limited (``CDP'') at the relevant time):±

(a) remittances in the form of cheques for the appropriate amounts (if the accepting Eltechshareholder(s) elects the Cash Alternative); and/or

(b) share certi®cates in respect of the appropriate number of New GIL Shares (if the acceptingEltech shareholder(s) elects the Share Offer),

will be sent to CDP. CDP will despatch such remittances by ordinary post to the acceptingEltech shareholders at their own risk. CDP will debit the respective securities accounts of theaccepting Eltech shareholders with the number of Offer Shares tendered by them inacceptance of the Offer and will, where applicable, credit those securities accounts with theappropriate number of the New GIL Shares as soon as practicable and in any event:±

(i) in respect of acceptances of the Offer which are complete in all respects and are receivedon or before the date on which the Offer becomes or is declared unconditional in allrespects, within 21 days of such date; or

28

(ii) in respect of acceptances of the Offer which are complete in all respects and are receivedafter the date on which the Offer becomes or is declared unconditional in all respects, butbefore the Offer closes, within 21 days of the date of such receipt.

CDP will send by ordinary post to the accepting Eltech shareholders at their respectiveaddresses as they appear in the records of CDP, and their own risk, statements showing thenumber of Offer Shares which have been debited against their respective securities accountsand, where applicable, the number of New GIL Shares which have been credited to thosesecurities account.

9.2 Accepting Eltech Shareholders whose Offer Shares are represented by Share Certi®cates.Subject to (1) the Offer becoming or being declared unconditional in all respects and (2) thereceipt by GIL from the accepting Eltech shareholders of all relevant documents required by itwhich are complete in all respects and are in accordance with the requirements set out in theOffer Document and the relevant Forms of Acceptance (including, without limitation, the sharecerti®cates relating to the Offer Shares tendered by the accepting Eltech shareholders inacceptance of the Offer):±

(a) remittances in the form of cheques for the appropriate amounts (if the accepting Eltechshareholder(s) elects the Cash Alternative); and/or

(b) share certi®cates in respect of the appropriate number of New GIL Shares (if the acceptingEltech shareholder(s) elects the Share Offer),

will be despatched by ordinary post to the accepting Eltech shareholders (or their designatedagents, as they may direct), and at their own risk, at their respective addresses as they appearin the Register of Members of Eltech (or to such different names and addresses as may bespeci®ed by the accepting Eltech shareholders in the relevant Forms of Acceptance), as soonas practicable and in any event:±

(i) in respect of acceptances of the Offer which are complete in all respects and are receivedon or before the date on which the Offer becomes or is declared unconditional in allrespects, within 21 days of such date; or

(ii) in respect of acceptances of the Offer which are complete in all respects and are receivedafter the date on which the Offer becomes or is declared unconditional in all respects, butbefore the Offer closes, within 21 days of the date of such receipt.

Share certi®cates in respect of the New GIL Shares will not be valid for delivery pursuant totrades done on the SGX-ST although they will constitute good evidence of legal title.

10. ANNOUNCEMENTS

10.1 Announcement. By 9.30 a.m. on the dealing day (the ``Relevant Day'') next following the day onwhich the Offer is due to expire, or becomes or is declared to be unconditional in all respects, oris revised or extended (where applicable), GIL will announce and simultaneously inform the SGX-ST of the position. Such announcement will also state (as nearly as practicable):±

(1) the total number of Offer Shares to which the Offer relates for which valid acceptances ofthe Offer have been received;

(2) the total number of Eltech Shares held by GIL and any party acting in concert with it priorto the commencement of the offer period (as de®ned in the Code); and

(3) the total number of Offer Shares acquired or agreed to be acquired by GIL and any partyacting in concert with it during the offer period (as so de®ned),

and will specify the percentages of the issued share capital of Eltech represented by suchnumbers.

If GIL is unable, within the time limit, to comply with this paragraph 10.1, the SGX-ST willconsider suspension of trading in Eltech Shares until the relevant information is given.

29

10.2 Certain De®nitions. In this Notice of Offer, references to the making of an announcement or thegiving of notice by GIL shall include the release of an announcement by BNP or by advertisingagents, for and on behalf of GIL, to the press or the delivery of or transmission by telephone,telex, facsimile, MASNET or otherwise of an announcement to the SGX-ST. An announcementmade otherwise than to the SGX-ST shall be noti®ed simultaneously to the SGX-ST.

In computing the number of Offer Shares represented by acceptances, GIL will at the time ofmaking an announcement take into account (1) acceptances which are valid in all respects and(2) acceptances which are duly completed and accompanied by contract statements, validlyissued by a member company of the SGX-ST in the name of the accepting Eltech shareholderin respect of the purchase by the accepting Eltech shareholder of Offer Shares which aredeposited with CDP (subject to the ``Free Balance'' of the securities account with CDP of theaccepting Eltech shareholder being credited with the relevant number of such Offer Shareswithin ten market days of the date of the relevant original contract statement(s)). In thisparagraph 10.2, ``market day'' means a day on which the SGX-ST is open for trading ofsecurities.

11. RIGHT OF WITHDRAWAL

11.1 Acceptances Irrevocable. Subject to paragraph 8, this paragraph 11 and Section 213(10) of theCompanies Act, all acceptances of the Offer shall be irrevocable.

11.2 Right of Withdrawal. If, having announced the Offer to be unconditional in all respects, GIL failsto comply with any of the other requirements set out in paragraph 10.1 above by 3.30 p.m. onthe Relevant Day, any Eltech shareholder accepting the Offer shall be entitled to withdraw hisacceptance by written notice to GIL at its registered of®ce (signed by that shareholder or hisagent duly appointed in writing and evidence of whose appointment is produced in a formsatisfactory to GIL with the said notice). Subject to paragraph 8.3 above, this right ofwithdrawal may be terminated not less than eight days after the Relevant Day by GILcon®rming (if that be the case) that the Offer is still unconditional in all respects and complyingwith paragraph 10.1 above. For the purposes of paragraph 8.2 above, the period of 14 days ®rstreferred to therein will run from the date of such con®rmation.

11.3 Further Right of Withdrawal. An accepting Eltech shareholder shall be entitled to withdraw hisacceptance by written notice to GIL at its registered of®ce in any case after the expiry of 21days from the ®rst closing date of the Offer, if the Offer has not by such expiry date become orbeen declared to be unconditional in all respects; such entitlement to withdraw shall beexercisable until such time as the Offer becomes or is declared to be unconditional in allrespects.

12. OVERSEAS SHAREHOLDERS

The availability of the Offer to persons not resident in Singapore may be affected by the laws ofthe relevant jurisdiction. Eltech shareholders not resident in Singapore should inform themselvesabout, and observe any applicable requirements. Further details in relation to overseasshareholders will be contained in the Offer Document.

13. GENERAL

13.1 Withdrawal of Offer. The Offer may not be withdrawn without the consent of the SIC.

13.2 Notices. All communications, notices, certi®cates, documents and remittances to be delivered orsent to the Eltech shareholders will be sent to them (or their designated agents) at the risk of thepersons entitled thereto by ordinary post to their respective addresses as they appear in theRegister of Members of Eltech or, in the case of Eltech shareholders whose Offer Shares aredeposited with CDP, in the records of CDP (or, for the purpose of settlement only, suchdifferent name(s) and address(es) as may appear in the relevant Forms of Acceptance).

30

13.3 Accidental Omission. Accidental omission to despatch the Offer Document, the Forms ofAcceptance or any notice or announcement required to be given under the terms of the Offerto, or any failure to receive the same by, any person to whom the Offer is or should have beenmade shall not invalidate the Offer or any acceptance thereof in any way.

13.4 Forms of Acceptance. The Forms of Acceptance will contain provisions as to the transfer of theOffer Shares tendered in acceptance of the Offer to GIL or its appointed nominee(s), instructionsas to the completion of the Forms of Acceptance and other matters incidental to the acceptanceof the Offer and the transfer of the Offer Shares.

13.5 Costs and Expenses. All costs and expenses of or incidental to the preparation and circulation ofthe Offer Document, the Forms of Acceptance (other than professional fees and other costsincurred or to be incurred by Eltech relating to the Offer or any revision thereof) and stamp dutyand transfer fees resulting from acceptances of the Offer will be paid by GIL.

13.6 Survival. The terms and conditions referred to in this Notice on the part of accepting Eltechshareholders, so far as they have not been observed and performed, shall continue to applyand remain in full force and effect notwithstanding completion of the Offer followingacceptances thereof.

14. STATUTORY STATEMENT

A statement in compliance with the requirements of Part B of the Tenth Schedule to theCompanies Act in respect of the Offer (the ``Part B Statement'') is attached hereto. Terms andexpressions de®ned or construed in this Notice and not de®ned or construed in the Part BStatement have the same meaning and construction in the Part B Statement.

We appreciate your acknowledgement of receipt of this Notice and the attached Part B Statement.

Yours faithfullyFor and on behalf ofBNP Paribas Peregrine (Singapore) Ltd

Francois WertheimerGroup Managing DirectorSouth East Asia Corporate Finance

Low Chee WahDirectorSouth East Asia Corporate Finance

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APPENDIX II

STATEMENT IN COMPLIANCE WITH PART B OFTHE TENTH SCHEDULE TO THE COMPANIES ACT, CHAPTER 50

GES INTERNATIONAL LIMITED(Incorporated in the Republic of Singapore)

STATEMENT IN COMPLIANCE WITH PART B OF THE TENTH SCHEDULE OF THE COMPANIESACT, CHAPTER 50

1(a) Directors. The names, descriptions and addresses of all the Directors of GES InternationalLimited (``GIL''), the offeror corporation, are as follows:±

Name Description Address

Goh Lik Tuan Chairman 52 Elite Terrace, Singapore 458806

Yeong Bou Wai Managing Director 6, Chestnut Crescent, Singapore679360

Lim Tow Cheng Executive Director 889 Tampines Street 81 14-1048,Singapore 520889

Ong Seow Yong Director 47 Merryn Road, Singapore 298496

Richard John Colless Director 49A Parriwi Road Mosman Sydney2088, NSW, Australia

Terence Edward O'Connor Director 23 Pakenham Street Fremantle6160, Western Australia

1(b) Principal Activity. GIL was incorporated on 10th July, 1986 in the Republic of Singapore. GIL islisted on the Singapore Exchange Securities Trading Limited (``SGX-ST'') and the AustralianStock Exchange (``ASX''). GIL and its subsidiaries are primarily engaged in the original designand manufacture of point-of-sales terminals and other IT products. GIL is also engaged in thedistribution of personal computers and IT products, and provides electronic business solutions,and technical and consultancy services in high technology ®elds.

1(c) Eltech Shares. As of the date hereof, GIL does not own, control nor has agreed to acquire anyEltech Shares and there are no Eltech Shares held by or on behalf of GIL save for the100,079,402 Eltech Shares, representing approximately 44.34 per cent. of the total outstandingEltech Shares, acquired pursuant to separate conditional sale and purchase agreements enteredinto with (1) Tan Cheow Koon (Pte) Ltd and (2) Global Development Investments Pte Ltd.

1(d) (i) Accountants' Report. A report by Arthur Andersen on the ®nancial statements of the GILGroup, prepared in accordance with paragraph 20 of the Fifth Schedule of the CompaniesAct is set out in Appendix 2.

(ii) Directors' Report. A report by the Directors of GIL on the matters required under paragraph23 of the Fifth Schedule of the Companies Act is set out in Appendix 3.

(iii) Changes in Share Capital. Details of the alterations in the capital structure of GIL and itssubsidiaries corporation during the period of ®ve years immediately preceding the datehereof, and particulars of the source of any increase in capital, are set out in Appendix 4.

2. Transfer Restrictions. There are no restrictions in the Memorandum and Articles of Association ofEltech on the right to transfer the Offer Shares which have the effect of requiring the holders ofEltech Shares, before transferring them, to offer them for purchase to members of Eltech or toany other person.

#

32

3. Cash Payment. The cash portion of the aggregate consideration payable to holders of EltechShares who accept the Offer will be satis®ed by GIL. The Development Bank of Singapore Ltd(``DBS Bank'') has made available to GIL a credit facility of up to S$44,000,000 to ®nance the Offer.

4(a) Payment to Eltech Directors. It is not proposed in connection with the Offer that any payment orother bene®t shall be made or given by GIL to any director of Eltech or of any of its relatedcorporations as compensation for loss of of®ce or as consideration for, or in connection with,his retirement from of®ce.

By way of disclosure, GIL intends to recommend that the Eltech board of directors offer animproved contract of service to Tan Geh, the present Managing Director of Eltech.

4(b) Agreement Conditional on Offer. There is no agreement or arrangement made between GIL andany of the directors of Eltech in connection with or conditional upon the outcome of the Offer.

4(c) Material Change. There has not been, within the knowledge of GIL, any material change in the®nancial position or prospects of Eltech since December 31, 2000, the date of the last balance-sheet laid before the members of Eltech in general meeting.

4(d) Transfer of Eltech Shares. There is no agreement or arrangement whereby any of the OfferShares acquired by GIL pursuant to the Offer will or may be transferred to any other person.However, GIL reserves the right to transfer any of such Offer Shares to any of its relatedcorporations.

5. GIL Shares. Approval of SGX-ST has been obtained to admit the New GIL Shares to the Of®cialList of the SGX-ST.

(a) The latest available market sale price of GIL Shares on the SGX-ST on 27th June, 2001,being the last trading day prior to the date hereof, is S$0.785 per GIL Share;

(b) the highest and lowest market sale price of GIL Shares on the SGX-ST during the threemonths immediately preceding that date and the respective dates of the relevant sales areas follows:±

(i) highest market sale price: S$0.915 per GIL Share on 23rd May, 2001; and

(ii) lowest market sale price: S$0.535 per GIL Share on 4th April, 2001; and

(c) the latest market sale price of GIL Shares on the SGX-ST immediately prior to the publicannouncement of the Offer on May 28, 2001 was S$0.89 per GIL Share.

Dated 28th June, 2001

By Order of the Board of Directors ofGES International Limited

Daniel Yeong Bou WaiDirector

33

APPENDIX 2OF THE NOTICE OF TAKE-OVER OFFER

ACCOUNTANTS' REPORT28 June 2001

The Board of DirectorsGES International Limited28 Marsiling LaneSingapore 739152

Dear Sirs

A. INTRODUCTION

This report has been prepared in compliance with Part B of the Tenth Schedule (``Part Bstatement'') to the Companies Act, Chapter 50 of Singapore (the ``Companies Act'') and forinclusion in the Part B Statement in connection with the mandatory conditional takeover offer(``the Offer'') by GES International Limited (``GIL'' or the ``Company'') for all the remainingordinary shares of par value S$0.25 each in the capital Eltech Electronics Limited (``Eltech'') notowned, controlled or agreed to be acquired by GIL and its concert parties in accordance withSection 213 of the Companies Act and Rule 33 of the Singapore Code on Take-overs andMergers and a proposed issue of up to 50,250,770 new ordinary shares of par value S$0.20each at a price of S$0.80 per share in the share capital of GES International Limited (``theCompany'') as full or part consideration for the Offer.

B. THE COMPANY

The Company was incorporated in Singapore on 10 July 1986 as a private limited companyunder the name of Asiaciti Investment Holdings Pte Ltd. On 19 August 1986, the Company wasconverted into a private limited company and became known as Asiaciti Investment HoldingsLimited. On 13 June 1990, the Company changed its name to Eurofund Asian Investments Ltdand subsequently on 30 December 1993 again changed its name to Logiciel InternationalLimited. On 30 September 1996, the Company changed its name to GES International Limitedfollowing the acquisition of GES (Singapore) Pte Ltd.

The Company's principal activity is that of an investment holding company.

The Company's shares were listed on the second board of the Australian Stock ExchangeLimited (``ASX'') in Hobart, Australia on 5 December 1986 and was subsequently transferred tothe main board of the ASX on 1 July 1992.

During the ®nancial year ended 30 June 1994, the Company increased its authorised capital from20,000,000 ordinary shares of S$1 each to 100,000,000 ordinary shares of S$1 each and issued27,000,000 ordinary shares of S$1 each at par of which 10,000,000 shares were for cash for thepurpose of providing additional working capital, and 17,000,000 shares as part consideration forthe purchase of Incasoft Pte Ltd (formerly known as Logiciel Systems Pte Ltd), which is currentlydormant and in the process of voluntary liquidation.

During the ®nancial year ended 30 June 1995, the Company issued 5,995,000 ordinary shares ofS$1 each at par of which 2,630,000 shares were allotted against share application moneyreceived in advance in previous ®nancial year and 3,325,000 shares were for cash for thepurpose of providing additional working capital.

During the ®nancial year ended 30 June 1997, the Company reduced its issued and paid upcapital from S$42,713,102 divided into 42,713,102 ordinary shares of S$1 each toS$8,542,620.40 divided into 42,713,102 ordinary shares of S$0.20 each by the cancellation ofthe paid up capital, which was lost or unpresented by available assets, to the extent of S$0.80per share. The Company also increased its authorised capital from S$20,000,000 to its formeramount of S$100,000,000 by the creation of 400,000,000 new ordinary shares of S$0.20 each.

34

On 30 September 1996, the Company acquired all the issued shares in GES (Singapore) Pte Ltd(``GES'') from the vendors. The consideration of S$56 million was satis®ed in full by the issue tothe vendors of 243,478,259 shares in the Company at an issue price of S$0.23 each.

On 5 February 1997, the Company issued 25 million new ordinary shares of S$0.20 each atS$0.23 per share, pursuant to a public offer of shares of the Company on ASX on 28 January1997. This public offer was made to provide funds for working capital purposes.

On 13 August 1997, the Company issued 100,000,000 new ordinary shares of S$0.20 each atS$0.23 per share, pursuant to a public offer of shares of the Company on ASX on 22 July1997. This public offer was made to provide the Group with the ®nancial ¯exibility to purchasenew manufacturing equipment, expand its distribution operations, integrate its informationtechnology systems and procure more favourable trading terms with key suppliers. All theseshares were fully subscribed and issued on 22 August 1997.

On 11 January 1999, the Company increased its authorised share capital from $100,000,000comprising of 500,000,000 ordinary shares of S$0.20 each to $160,000,000, comprising800,000,000 ordinary shares of S$0.20 each, by creation of 300,000,000 new ordinary sharesof S$0.20 each.

On 2 February 1999, the Company issued 100,000,000 new ordinary shares of S$0.20 each atS$0.25 per share, pursuant to a public offer of shares of the Company on the main board ofSingapore Exchange Securities Trading Limited (``SGX-ST'') on 20 January 1999. This publicoffer was made to provide the Group with the ®nancial ¯exibility to enhance the ef®ciency andeffectiveness in managing the Group's supply chain through investment in the E-commerceand Call Centre project, expand its production capacity and venture into possible strategicoverseas investments in joint ventures and/or acquisitions.

On 14 July 1999, the Company entered into an agreement for the private placement of41,000,000 ordinary shares of S$0.20 each at the price of S$1.82 per share. Subsequent to theplacement exercise, the issued capital of the Company increased from $102,238,272 comprising511,191,361 ordinary shares of S$0.20 each to $110,438,272 comprising 552,191,361 ordinaryshares of S$0.20.

As at 30 June 2000, the total issued and paid up capital of the Company was 552,191,361ordinary shares of S$0.20.

C. THE GROUP

At the date of this report, the Company had the following subsidiaries and associated companies(referred to collectively with the Company as the ``Group''):±

Name of companyPlace and dateof incorporation

Issued and paid-up capital

Effectiveequity held

by theGroup Principal activities

%

Subsidiaries

Held by the Company

GES (Singapore)Pte Ltd

Singapore31 January 1981

S$2,153,856 100 Import, export,assembly andmanufacturing of anddealing in all kinds ofcomputers andrelated computersupport systems

35

B. THE COMPANY (cont'd)

Name of companyPlace and dateof incorporation

Issued and paid-up capital

Effectiveequity held

by theGroup Principal activities

%

Subsidiaries

Held by the Company

Digiland InternationalPte Limited(formerly known asDigiland.comInternational PteLimited)

Singapore25 January 1994

S$38,000,000 98.8 Trading ofcomputers,computer peripheralsand accessories

Onetics (Asia) Pte Ltd Singapore24 January 1991

S$255,000 96.7 Currently underliquidation

Incasoft PrivateLimited

Singapore11 December 1991

S$3,000,000 100 Currently underliquidation

Held by GES (Singapore) Pte Ltd

The NetworkingCompany Pte Ltd

Singapore4 September 1990

S$100,000 80 Trading ofcomputers andrelated accessories(currently inactive)

EvictronicsEngineering Pte Ltd

Singapore11 June 1983

S$1,000,000 100 Assembling andsoldering ofcomputer chips intocomputer boards forits holding company(currently inactive)

Spectrum Tech(Singapore) Pte Ltd

Singapore7 May 1994

S$500,000 100 Design of computersystems integrationand trading ofcomputer equipmentand peripherals(currently inactive)

Digiland America Inc. USA23 August 1995

US$100 100 Manufacturing, saleand distribution ofcomputer hardwareand softwareproducts (currentlyinactive)

Digiland Taiwan Co.,Ltd

Taiwan,Republic of China

27 June 1997

NT$10,000,000 100 Trading of computerperipherals andaccessories(currently inactive)

Digiland (Hong Kong)Limited

Hong Kong13 January 1997

HK$5 80 Trading ofcomputers,computer peripheralsand accessories(currently inactive)

Trans EuropeComputer Limited

Hong Kong13 July 1995

US$1,741,936 51.86 Trading of computercomponents

36

C. THE GROUP (cont'd)

Name of companyPlace and dateof incorporation

Issued and paid-up capital

Effectiveequity held

by theGroup Principal activities

%

Subsidiaries

Held by GES (Singapore) Pte Ltd

Shanghai ECC-GESInformationTechnology Co., Ltd

The People'sRepublic of China26 January 2000

Rmb33,083,876 75 Manufacturing andsale of computers,computer peripheralsand accessories

Held by Digiland International Pte Limited (formerly known as Digiland.com International Pte Limited)

Digiland Distribution(M) Sdn. Bhd.

Malaysia2 June 1990

RM5,228,000 98.8 Trading ofcomputers andrelated accessoriesand provision ofcomputer-relatedservices

Digiland Pty Ltd Australia20 December 1993

A$20,000,000 98.8 Wholesaling ofcomputer hardware

MSI Digiland (Phils.),Inc.

The Philippines26 March 1998

Peso 309,761,938 86.9 Manufacturing andsale of computers,computer peripheralsand accessories

Digiland Vietnam PteLtd

Singapore29 August 1994

S$2 98.8 Trading ofcomputers,computer peripheralsand accessories

Digiland Indonesia PteLtd

Singapore20 January 1995

S$2 50.4 Trading ofcomputers,computer peripherals

Shanghai ECC-DigilandInternationalTrading Co., Ltd.

The People'sRepublic of China3 January 2000

Rmb41,393,629 51.9 Trading ofcomputers andrelated accessories

Infonet Systems andServices Pte Ltd

Singapore30 June 1983

S$2,000,000 98.8 Trading andproviding technicaland consultancyservices in hightechnology products

Digiland (Thailand)Co., Ltd

Thailand13 October 1993

Baht122,000,000 98.8 Trading ofcomputers andrelated accessories

DigilandMall.com PteLtd

Singapore4 February 2000

S$2 98.8 Internet retailing ofcomputers andrelated accessories

Aspiren.com Pte Ltd Singapore25 February 2000

S$2 98.8 Provision ofe-business solutions

37

C. THE GROUP (cont'd)

Name of companyPlace and dateof incorporation

Issued and paid-up capital

Effectiveequity held

by theGroup Principal activities

%

Subsidiaries

Held by Digiland Distribution (M) Sdn. Bhd.

Computerlink Sdn.Bhd.

Malaysia21 February 1984

RM167,000 92.9 Trading ofcomputers andrelated accessories(currently inactive)

Held by Trans Europe Computer Limited

Wayford TechnologyLimited

Hong Kong HK$2 100 Trading of computercomponents

Held by Digiland (Hong Kong) Limited

Chenzhou DigilandElectronics Co., Ltd.

The People'sRepublic of China

15 July 1997

Rmb8,291,600 80 Manufacturing andsale of computers,computer peripheralsand accessories(currently inactive)

Held by Digiland (Thailand) Co., Ltd.

Custom Print Co., Ltd. Thailand10 July 1996

Baht5,000,000 98.8 Trading computersand relatedaccessories

Associated companies

GES TechnologiesLimited

India7 January 1991

RS19,150,200 32 Import, export,assembly andmanufacturing of anddealing in all kinds ofcomputers andrelated computersupport systems

Khidmat KomputerPerdana Sdn. Bhd.

Malaysia11 April 1990

RM 20,000 27.8 Trading ofcomputers andrelated accessories

e-station Pte Ltd Singapore19 October 1999

S$4,600,000 27.8 Provision ofentertainment andrecreational services

Trans EuropePeripheral Limited

Hong Kong2 September 1998

HK$100,000 40 Currently dormant

38

C. THE GROUP (cont'd)

Except for the following, all the subsidiaries in the GIL Group were audited by us or ourassociated ®rms since the ®nancial year ended 30 June 1998;

Financial year ended

Subsidiary 30 June 1998 30 June 1999 30 June 2000

Trans Europe ComputerLimited

Raymond W.K. So &Company, a Certi®edPublic Accountants(``CPA'') ®rm in HongKong

Raymond W.K. So &Company, a Certi®edPublic Accountants ®rmin Hong Kong

Our associated ®rm inHong Kong

Wayford TechnologyLimited

Raymond W.K. So &Company, a Certi®edPublic Accountants ®rmin Hong Kong

Raymond W.K. So &Company, a Certi®edPublic Accountants ®rmin Hong Kong

Our associated ®rm inHong Kong

MSI Digiland (Phils.), Inc. Guzman, Bocaling &Co., a CPA ®rm in thePhilippines

Guzman, Bocaling &Co., a CPA ®rm in thePhilippines

Guzman, Bocaling &Co., a CPA ®rm in thePhilippines

Custom Print Co., Ltd Accountants andManagementConsultants Co., Ltd, aCPA ®rm in Thailand

Accountants andManagementConsultants Co., Ltd, aCPA ®rm in Thailand

Accountants andManagementConsultants Co., Ltd, aCPA ®rm in Thailand

Chenzhou DigilandElectronics Co., Ltd

Hu Nan Xiao Xiang, aCPA ®rm in Changsha,The People's Republicof China

Hu Nan Xiao Xiang, aCPA ®rm in Changsha,The People's Republicof China

Hu Nan Xiao Xiang, aCPA ®rm in Changsha,The People's Republicof China

Associated company

GES Technologies Limited V.C. Shah & Co, a CPA®rm in India

V.C. Shah & Co, a CPA®rm in India

V.C. Shah & Co, a CPA®rm in India

e-Station Pte Ltd Not applicable as it isnot incorporated yet

Not applicable as it isnot incorporated yet

KPMG Singapore, aCPA ®rm in Singapore

No auditors were appointed by Digiland America, Inc. and Digiland Taiwan Co., Ltd as thesesubsidiaries are not required to present audited ®nancial statements under the laws of theircountries of incorporation.

No auditors have been appointed by Trans Europe Peripheral Limited as the Company has beendormant since incorporation and is exempted from presenting audited ®nancial statements.

The auditors' report on the ®nancial statements of GIL and GIL Group for the ®nancial yearsended 30 June 1998 to 30 June 2000 were not subject to any quali®cations.

D. BASIS OF PREPARATION OF FINANCIAL INFORMATION

The ®nancial information set out in this report is based on the audited consolidated ®nancialstatements of the GIL Group for the periods from 1 July 1997 to 30 June 2000. It has beenprepared in accordance with the accounting policies of the Group set out in Section J of thisreport.

39

C. THE GROUP (cont'd)

E. STATEMENTS OF GROUP RESULTS

The following statement sets out the results for the ®nancial years ended 30 June 1998 to30 June 2000.

Year ended 30 June

Note 1998 1999 2000

S$'000 S$'000 S$'000

Turnover 1 644,601 819,261 1,244,556

Operating pro®t 2 11,841 21,720 30,161

Share of loss of associated companies (374) (583) (216)

Pro®t before taxation and minority interests 11,467 21,137 29,945

Taxation 3 (1,145) (655) (2,062)

Pro®t after taxation but before minority interests 10,322 20,482 27,883

Minority interests (325) (212) (1,220)

Pro®t after taxation and minority interests butbefore extraordinary item 9,997 20,270 26,663

Extraordinary item 4 96 Ð Ð

Pro®t attributable to the Members of theCompany 10,093 20,270 26,663

F. NOTES TO THE STATEMENTS OF GROUP RESULTS

1. Turnover represents invoiced trading sales and service income, net of discounts and returns.

The Group has signi®cant transactions with related parties on terms agreed between the partiesas follows:±

Year ended 30 June

1998 1999 2000

S$'000 S$'000 S$'000

Income

Sales to an af®liated company 23,467 21,200 36,534

Sales to associated companies 5,334 12,316 7,488

Expenses

Marketing commission paid/payable to a director of asubsidiary 215 84 Ð

Purchases from an af®liated company 210 Ð Ð

40

2. Operating pro®t has been determined after charging (crediting) the following:

Year ended 30 June

1998 1999 2000

S$'000 S$'000 S$'000

Amortisation of goodwill (reserves) on consolidation 396 547 595

Amortisation of purchased goodwill 25 25 25

Amortisation of pre-operating expenses 1 69 90

Depreciation of ®xed assets 4,771 5,917 7,329

Directors' remuneration

Ð directors of the Company 1,111 1,315 1,469

Ð directors of the subsidiaries 167 115 584

Directors' fees 216 216 240

Fixed assets written off 60 68 145

Interest income from ®xed deposits (494) (534) (378)

Interest expense

Ð bank overdraft 215 158 121

Ð hire purchase/®nance lease 127 104 121

Ð term loans 565 456 975

Ð bills payable/trust receipts 4,482 4,190 4,479

Ð others Ð Ð 20

Loss (gain) on disposal of ®xed assets 72 73 (160)

Provision for doubtful trade debts 2,724 4,558 754

Provision for doubtful trade debts Ð af®liated company Ð Ð 424

Provision for doubtful trade debts Ð associated company 214 Ð Ð

Provision for doubtful debts Ð other debtors 1 1 108

Provision for stock obsolescence 905 1,210 793

Write back of provision of stock obsolescence Ð Ð (294)

Write back of provision for doubtful trade debts Ð (721) (65)

Stocks written off 45 93 37

Bad debts written off Ð trade Ð 207 16

Foreign exchange loss (gain), net 7,682 (783) 433

Provision for diminution in value of investment property Ð Ð 54

Loss on disposal of investment property Ð Ð 120

Loss on disposal of short term investment Ð Ð 46

41

F. NOTES TO THE STATEMENTS OF GROUP RESULTS (cont'd)

3. Taxation comprises:

Year ended 30 June

1998 1999 2000

S$'000 S$'000 S$'000

Current tax

Ð Singapore 553 366 1,232

Ð Foreign 105 66 360

Ð under(over) provision of taxation in prior years 7 Ð (25)

Deferred tax 366 223 495

1,031 655 2,062

Share of tax of associated companies 114 Ð Ð

1,145 655 2,062

The Company

The Company's taxation relates to the tax on the interest income from ®xed deposits.

The Group

GES (Singapore) Pte Ltd (``GES'') has been granted ``pioneer status'' under the EconomicExpansion Incentives (Relief from Income Tax) Act 1967 for a period of ®ve years commencing1 June 1991 with an extension of one year till May 1997 upon the expiration in May 1996. Duringthe ®nancial year ended 30 June 1997, GES made an application to the Economic DevelopmentBoard of Singapore (``EDB'') for extension of the pioneer status. As a result of this application,EDB has granted a four year extension of the pioneer status due to further capital expenditureplans with effect from 1 June 1997. The four year extension takes the form of a two year plus afurther two year extension and is subject to certain conditions relating to GES's cumulative ®xedassets (building, equipment and machinery) investment, number of R&D engineers/technicians,annual R&D expenditure and gross value-added per worker. Based on the projected growth ofGES, the Directors believe GES will be able to satisfy these conditions. All pro®ts derived fromthe manufacturer of computer systems, computer peripherals and related sub-assemblies duringthe pioneer period are tax exempt, subject to agreement by the Singapore Income TaxAuthorities and compliance with certain provisions of the Economic Expansion Incentives(Relief from Income Tax) Act 1967.

As at 30 June 2000, the Group had unabsorbed wear and tear allowances and unutilised taxlosses of approximately $5,863,000 which are available to be carried forward for offset againstfuture taxable pro®ts. The potential deferred tax asset arising from these unabsorbed wear andtear allowances and unutilised tax losses has not been recognised in the ®nancial statements inaccordance with the group accounting policy stated in Section J.

42

F. NOTES TO THE STATEMENTS OF GROUP RESULTS (cont'd)

4. Extraordinary item

Year ended 30 June

1998 1999 2000

S$'000 S$'000 S$'000

Net liabilities of a subsidiary, currently inactive, now writtenback 83 Ð Ð

Pre-operating expenses of a subsidiary, currently inactive,previously amortised, now written back 13 Ð Ð

96 Ð Ð

G. SUMMARISED GROUP BALANCE SHEETS

The summarised balance sheets of the Group as at 30 June 1998, 1999 and 2000 as set outbelow have been prepared based on audited consolidated ®nancial statements of GIL Group.

As at 30 June

1998 1999 2000

S$'000 S$'000 S$'000

Shareholders' equity 91,795 129,484 222,422

Minority interests 3,370 3,788 10,973

95,165 133,272 233,395

Represented by:

Fixed assets 45,262 47,898 51,226

Investment in associated companies 872 290 1,958

Other investments 185 185 185

Investment properties 1,024 1,024 488

Goodwill 8,763 8,293 11,110

Pre-operating expenses 416 474 160

Deferred expenditure Ð Ð 1,448

Current assets 206,049 289,846 414,939

Current liabilities (159,873) (208,278) (241,927)

Net current assets 46,176 81,568 173,012

Less:

Non-current liabilities

Long-term bank loans, non-current portion 5,643 4,633 3,711

Other payables, non-current 133 Ð Ð

Hire purchase/®nance lease liabilities, non-current portion 767 892 1,388

Deferred taxation 990 935 1,093

95,165 133,272 233,395

43

F. NOTES TO THE STATEMENTS OF GROUP RESULTS (cont'd)

H. MOVEMENTS IN SHAREHOLDERS' EQUITY

The movements in the shareholders' equity of the Group for each of the three years ended30 June 1998 to 2000 are as follows:±

Year ended 30 June

1998 1999 2000

S$'000 S$'000 S$'000

Balance brought forward 66,513 91,795 129,484

Add (less):

Issue of shares 20,154 22,979 73,195

Pro®t attributable to Members of the Company 10,093 20,270 26,663

Appropriation to capital reserve Ð Ð 58

Dividends, net (4,500) (5,876) (6,626)

Translation reserve (465) 316 (352)

Balance carried forward 91,795 129,484 222,422

I. STATEMENT OF NET ASSETS

The statement of net assets of the Group and of the Company as at 30 June 2000 are set outbelow with the notes thereon, set out in Section J and K.

Note Group Company

S$'000 S$'000

Shareholders' equity 222,422 185,706

Minority interests 10,973 Ð

233,395 185,706

Represented by ±

Fixed assets 1 51,226 Ð

Investment in subsidiaries 2 Ð 60,500

Investment in associated companies 3 1,958 Ð

Other investments 4 185 Ð

Investment property 5 488 Ð

Goodwill 6 11,110 Ð

Pre-operating expenses 7 160 Ð

Deferred expenditure 8 1,448 Ð

Current assets

Stocks 9 169,501 Ð

Trade debtors 10 171,842 Ð

Other debtors, deposits and prepayments 11 13,543 15

Dividends receivable Ð 11,919

Due from subsidiaries (non-trade) 12 Ð 117,436

Due from an associated company (non-trade) 12 19 Ð

Due from associated companies (trade) 13 7,483 Ð

Due from af®liated companies (trade) 14 12,963 Ð

Fixed deposits 15 25,473 Ð

Cash and bank balances 14,115 387

414,939 129,757

44

Note Group Company

S$'000 S$'000

Less:

Current liabilities

Trade creditors 16 104,784 Ð

Bills payable 17 91,647 Ð

Other creditors and accruals 18 12,224 626

Due to an associated company (non-trade) 12 80 Ð

Due to an af®liated company (non-trade) 12 600 Ð

Due to directors 2 Ð

Provision for taxation 2,140 60

Proposed dividends 3,865 3,865

Long-term bank loans, current portion 17 1,255 Ð

Hire purchase/®nance leases liabilities, current portion 19 650 Ð

Short-term bank loans 20 17,398 Ð

Bank overdrafts (secured) 17 7,282 Ð

241,927 4,551

Net current assets 173,012 125,206

Less:

Non-current liabilities

Long-term bank loans, non-current portion 17 3,711 Ð

Hire purchase/®nance leases liabilities, non-current portion 19 1,388 Ð

Deferred taxation 21 1,093 Ð

233,395 185,706

J. SIGNIFICANT ACCOUNTING POLICIES

The following signi®cant accounting policies have been consistently applied in the preparation ofthe Group and Company ®nancial information.

Basis of preparation

The ®nancial information, which are expressed in Singapore dollars, are prepared in accordancewith Statements of Accounting Standard in Singapore and under the historical cost convention,modi®ed by revaluation of buildings and leasehold land and buildings.

45

I. STATEMENT OF NET ASSETS (cont'd)

Income recognition

The Group

(i) Income from sale of goods is recognised upon delivery of goods and acceptance of goodsby customers.

(ii) Income and pro®t from provision of e-business solutions/services are recognised on anindividual contract basis using the percentage of completion method, when the stage ofcontract completion can be reliably determined, costs to date can be clearly identi®ed,and the total contract revenue to be received and costs to complete can be reliablyestimated.

The percentage of completion is measured by the proportion that costs incurred for workperformed to date bears to estimated total contract costs.

Where it is probable that a loss will arise from a contract, the excess of total estimatedcosts over expected income is expensed off to the statement of pro®t and loss.

The Company

Dividend income is recorded gross on the date it is declared payable by investee company.

Basis of consolidation

The consolidated ®nancial statements include the ®nancial statements of the Company and itssubsidiaries made up to the end of the ®nancial year. The results of subsidiaries acquired ordisposed off during the year are included in or excluded from the consolidated ®nancialstatements with effect from the respective dates of their acquisition or disposal, as applicable.All signi®cant intercompany transactions and balances have been eliminated on consolidation.There are no signi®cant intercompany transactions and balances for those subsidiaries that arenot consolidated with the Group ®nancial statements.

Subsidiaries under liquidation are not consolidated with the Group ®nancial statements inaccordance with Singapore Statements of Accounting Standard No. 26 as control over thesesubsidiaries are temporary.

Goodwill on consolidation/reserves on consolidation

The difference between the cost of acquisition and the fair value of net assets acquiredrepresents goodwill or reserves on consolidation. Goodwill and reserve on consolidation isamortised on a straight-line basis over 20 years through the statement of pro®t and lossaccount from the date of acquisition. For presentation purpose, reserves on consolidation isnet off against goodwill on consolidation in the balance sheet.

During the ®nancial year ended 30 June 2000, a subsidiary changed the amortisation periods ofgoodwill and reserves on consolidation from 5 to 20 years to be in line with the Company'samortisation policy. The effect of the change in estimates on the statement of pro®t and lossfor the ®nancial year ended 30 June 2000 is to increase the pro®t for the year by approximately$571,000.

46

J. SIGNIFICANT ACCOUNTING POLICIES (cont'd)

Purchased goodwill

Purchased goodwill represents the excess of cost of acquisition of business over the fair value ofnet assets acquired. Purchased goodwill is amortised over a period of 20 years, during which thebene®ts are expected to arise. The unamortised balance of goodwill is reviewed at each balancesheet date and charged to the statement of pro®t and loss to the extent that applicable futurebene®ts are no longer probable.

Investments in subsidiaries

Investments in subsidiaries are stated in the ®nancial statements of the Company at cost.Provision is made where there is a decline in value that is other than temporary.

A subsidiary is a company in which the Group, directly or indirectly, holds more than half of theissued share capital, or controls more than half of the voting power, or controls the compositionof the board of directors.

Investments in associated companies

An associated company is de®ned as a company, not being a subsidiary, in which the Group hasan interest of not less than 20% of the equity and in whose ®nancial and operating policydecisions the Group exercises signi®cant in¯uence.

Investments in associated companies are stated in the ®nancial statements of the Company atcost. Provision for diminution in value is made when there is a decline in the value of theinvestments that is other than temporary.

The Group's share of the post-acquisition results of associated companies is included in theconsolidated statement of pro®t and loss using either the most recent available audited®nancial statements or the unaudited ®nancial statements of the associated companies. Anydifference between the unaudited ®nancial statements and the audited ®nancial statementsobtained subsequently are adjusted for in the following ®nancial year. The Group's share of thepost-acquisition reserves of associated companies is included in the consolidated balance sheetunder investments in associated companies.

Equity accounting of associated companies' results is discontinued where the Group's share oflosses equals or exceeds the cost of investment in the associated companies unless the Grouphas incurred obligations or made payments on behalf to satisfy obligations of the associatedcompanies that the Group has guaranteed or otherwise committed.

Af®liated company

An af®liated company is de®ned as a company, not being a subsidiary or an associatedcompany, in which the shareholders or directors of the Company or of its subsidiaries, have anequity interest or exercise in¯uence over.

47

J. SIGNIFICANT ACCOUNTING POLICIES (cont'd)

Fixed assets

Fixed assets are stated at cost or valuation less accumulated depreciation and any impairmentloss.

Fixed assets are depreciated using the straight-line method so as to write-off the cost orvaluation of the ®xed assets over their estimated useful lives. The estimated useful lives havebeen taken as follows:±

Years

Buildings 100

Leasehold land and buildings 25±60

Leasehold improvements 2±10

Factory tool, plant and equipment 2±10

Computer systems 2±10

Furniture and ®ttings 2±10

Motor vehicles 2±8

Of®ce equipment 2±8

Demonstration and maintenance equipment 4

There is no ®xed policy with respect to the frequency of valuation of ®xed assets. Fixed assetsare revalued as and when deemed appropriate by the directors.

No depreciation is provided for freehold land and buildings-in-progress.

Where ®xed assets are revalued, any surplus on revaluation is credited to the asset revaluationreserve. A decrease in the net carrying amount of the asset revaluation reserve arising onrevaluation of ®xed assets is charged to the statement of pro®t and loss to the extent that itexceeds any surplus held in reserve relating to a previous revaluation of the same class of ®xedassets.

Other investments

Other investments are stated at cost less provision for any diminution in values that is other thantemporary.

48

J. SIGNIFICANT ACCOUNTING POLICIES (cont'd)

Investment property

Investment property is held for the primary purpose of producing rental income. It is not held forresale in the ordinary course of business. Investment property is stated at valuation.

A valuation is made at least once every three years. The net surplus or de®cit on revaluation istaken to investment revaluation reserve except when the total of the reserve is not suf®cient tocover a de®cit, in which case the amount by which the de®cit exceeds the amount in theinvestment revaluation reserve is charged to the statement of pro®t and loss.

Surplus on revaluation is released to the statement of pro®t and loss upon the sale of theinvestment property.

Pre-operating expenses

Pre-operating expenses are costs incurred prior to the commencement of operations and arestated at cost less accumulated amortisation. These costs are amortised over 5 years uponcommencement of operations.

Deferred expenditure

Deferred expenditure represents expenses, stated at cost, incurred by a subsidiary for thepreparation of its intended public listing. These amounts will be written off against the proceedsfrom the public offer of shares subsequently, or written off to statement of pro®t and loss uponabortion of initial public offering (``IPO'') exercise.

Stocks

Stocks are stated at the lower of cost (determined on a weighted average basis) and netrealisable value. In the case of ®nished goods and work-in-progress, cost includes rawmaterials, labour and an attributable portion of overhead costs. Provision is made fordeteriorated, damaged, obsolete and slow moving stocks.

Taxation

Income tax expense is determined on the basis of tax effect accounting, using the liabilitymethod and is applied to all signi®cant timing differences. Deferred tax bene®ts are notrecognised unless there is reasonable expectation of their realisation.

Hire purchase/®nance lease

Where assets are ®nanced by hire purchase/®nance lease agreements that give rightsapproximating ownership, the assets are capitalised as if they had been purchased outright atthe values equivalent to the present value of the total rental payable during the periods of thehire purchase/®nance lease and the corresponding hire purchase/®nance lease commitmentsare included under liabilities. The excess of hire purchase/®nance lease payments over therecorded hire purchase/®nance lease liabilities are treated as ®nance charges which areallocated over each hire purchase/®nance lease term to give a constant rate of interest on theoutstanding balance at the end of each year.

49

J. SIGNIFICANT ACCOUNTING POLICIES (cont'd)

Foreign currencies

The accounting records of the companies in the Group are maintained in their respectivefunctional currencies.

Transactions in foreign currencies during the year are recorded in the respective functionalcurrencies using exchange rates approximating those ruling at transaction dates.

Monetary assets and liabilities in foreign currencies, except for foreign assets and liabilitieshedged by forward exchange contracts, are translated into Singapore dollar at rates ofexchange closely approximate to those ruling at the balance sheet date. Foreign currencyassets and liabilities hedged by forward exchange contracts are translated into Singapore dollarat the contracted forward exchange rates. Transactions in foreign currencies during the year aretranslated at rates ruling on transaction dates. All translation differences are included in thestatement of pro®t and loss.

In the preparation of the consolidated ®nancial statements, the ®nancial statements of thesubsidiaries have been translated from their functional currencies to Singapore dollars asfollows:±

(a) all assets and liabilities at the exchange rates approximating those prevailing at the balancesheet date;

(b) share capital and reserves at historical exchange rates; and

(c) pro®t and loss items at the average exchange rates for the year.

Exchange differences arising from the above translation are taken to translation reserve.

Gains and losses arising from speculative forward contracts are recognised in pro®t and lossaccount as they arise. Open speculative positions are valued at market rates at balance sheetdate.

Segments

For management purposes the Group is organised on a world-wide basis into three majoroperating businesses. The divisions are the basis on which the Group reports its primarysegment information.

Segment revenue and results include transfers between business segments and betweengeographical segments. Such transfers are accounted for on an arm's length basis.

Accounting standards not effective until after the ®nancial year

SAS 10 (Revised), Events after the Balance Sheet Date, which is effective for ®nancial yearsbeginning on or after 1 October 2000, prohibits the recognition of dividends proposed ordeclared after the balance sheet date as accrued liabilities. Had the revised standard beenapplied in the ®nancial year ended 30 June 2000, the current liabilities of the Company and theGroup would have been lower by approximately S$6,626,000 and correspondingly, the netassets and reserves would have been higher by the same amount.

SAS 34, Intangible Assets, which is also effective for ®nancial years beginning on or after 1October 2000, prohibits the deferral and amortisation of preliminary expenses and pre-production costs. Had the new standard been applied to the ®nancial year ended 30 June2000, the Group's net assets and revenue reserve as at 30 June 2000 would have been lowerby approximately S$160,000, respectively.

50

J. SIGNIFICANT ACCOUNTING POLICIES (cont'd)

K. NOTES TO THE STATEMENT OF NET ASSETS

1. Fixed assets

At valuation At cost

Group Buildings

Leaseholdland andbuildings

Freeholdland

Leaseholdimprovements

Factorytool, plant

andequipment

Computersystems

Furnitureand

fittingsMotor

vehiclesOffice

equipment

Demonstrationand

maintenanceequipment

Buildings-in-

progress Total

$'000 $'000 $'000 $'000 $'000 $'000 $'000 $'000 $'000 $'000 $'000 $'000

Cost/valuation

As at 1.7.1999 667 31,707 158 1,322 12,434 9,799 5,641 2,869 1,423 874 Ð 66,894

Additions Ð Ð Ð 34 2,982 2,608 1,075 1,765 723 450 1,292 10,929

Arising fromacquisition ofsubsidiaries Ð 165 Ð Ð Ð 3 851 241 989 Ð Ð 2,249

Disposals Ð (167) Ð (2) (57) (700) (97) (893) (41) Ð Ð (1,957)

Write offs Ð Ð Ð (61) (6) (48) (94) (64) (19) Ð Ð (292)

Translationdifference Ð 2 Ð (38) 61 35 (58) (36) (101) Ð Ð (135)

As at 30.6.2000 667 31,707 158 1,255 15,414 11,697 7,318 3,882 2,974 1,324 1,292 77,688

Accumulateddepreciation

As at 1.7.1999 24 3,979 Ð 468 6,165 3,035 3,053 906 1,075 291 Ð 18,996

Charge for theyear 7 1,268 Ð 175 1,900 1,774 843 563 473 326 Ð 7,329

Arising fromacquisition ofsubsidiaries Ð 9 Ð Ð Ð Ð 475 182 536 Ð Ð 1,202

Disposals Ð (8) Ð Ð (10) (328) (37) (325) (22) Ð Ð (730)

Write offs Ð Ð Ð (18) (1) (9) (81) (24) (14) Ð Ð (147)

Translationdifference Ð Ð Ð (16) 11 Ð (43) (38) (102) Ð Ð (188)

As at 30.6.2000 31 5,248 Ð 609 8,065 4,472 4,210 1,264 1,946 617 Ð 26,462

Net book value

As at 30.6.2000 636 26,459 158 646 7,349 7,225 3,108 2,618 1,028 707 1,292 51,226

51

1. Fixed assets (cont'd)

If the following revalued ®xed assets have been included in the ®nancial statements at cost lessaccumulated depreciation, the net book value would have been:±

Group

$'000

Buildings 361,074

Leasehold land and buildings 14,985,446

15,346,520

As at 30 June 2000, the leasehold land and buildings of the Group consist of the following:±

Leasehold land and building/location

Purpose/Valuationdate

Approximateland area (in

squaremetres) Tenure of lease

Held by Subsidiaries

No 28 Marsiling LaneSingapore 739152

Of®ce and factorybuildingAugust 1996

12,198 30 years from1 December 1992

No 14 Sungei Kadut AvenueSingapore 729650

Of®ce and factorybuildingJanuary 1996

6,442 37 years and9 months from1 March 1981

2 & 4, Jalan SS3/5Petaling Jaya47300 SelangorMalaysia

Of®ce andwarehouseDecember 1993

436 Freehold

The buildings, leasehold land and buildings stated at valuation are based on independentvaluations on open market basis by ®rms of professional valuers, Khong & Jaafar Sdn. Bhd,DBS Property Services Pte Ltd and Chesterton International Property Consultants Pte Ltd in1993 and 1996 respective.

As at 30 June 2000, the Group had ®xed assets under hire purchase and ®nance lease with netbook values of approximately $2,363,000. In addition, the Group had leasehold land andbuildings with a net book value of approximately $19,013,000 which were mortgaged assecurity for the banking facilities as disclosed in Note 17.

52

K. NOTES TO THE STATEMENT OF NET ASSETS (cont'd)

2. Investment in subsidiaries

Name Principal activities

Country ofincorporationand place of

business

Effectiveequity held

by theGroup

Cost ofinvestment

by theCompany

% $'000

Held by the Company

GES (Singapore) Pte Ltd Import, export,assembly andmanufacturing of anddealing in all kinds ofcomputers and relatedcomputer supportsystems

Singapore 100 56,000

Digiland International PteLimited (formerly known asDigiland.com International PteLtd)

Trading of computers,computer peripheralsand accessories

Singapore 92.7 4,500

Onetics (Asia) Pte Ltd Under liquidation Singapore 100 Ð

Incasoft Private Limited Under liquidation Singapore 100 Ð

60,500

Held by GES (Singapore) Pte Ltd

The Networking CompanyPte Ltd

Trading of computersand related accessories(currently inactive)

Singapore 80 Ð

Evictronics Engineering Pte Ltd Assembly and solderingof computer chips intocomputer boards for itsholding company(currently inactive)

Singapore 100 Ð

Spectrum Tech (Singapore)Pte Ltd

Design of computersystems integration andtrading of computerequipment andperipherals (currentlyinactive)

Singapore 100 Ð

Digiland America, Inc. {{ Manufacturing, saleand distribution ofcomputer hardware andsoftware products(currently inactive)

The UnitedStates ofAmerica

100 Ð

Digiland Taiwan Co., Ltd {{ Trading of computerperipherals andaccessories (currentlyinactive)

Taiwan,Republic of

China

100 Ð

Digiland (Hong Kong) Limited Trading of computers,computer peripheralsand accessories(currently inactive)

Hong Kong 80 Ð

Trans Europe ComputerLimited

Trading of computercomponents

Hong Kong 51.86 Ð

#

#

53

K. NOTES TO THE STATEMENT OF NET ASSETS (cont'd)

Name Principal activities

Country ofincorporationand place of

business

Effectiveequity held

by theGroup

Cost ofinvestment

by theCompany

% $'000

Held by GES (Singapore) Pte Ltd

Shanghai ECC-GES InformationTechnology Co., Ltd.

Manufacturing and saleof computers,computer peripheralsand accessories

The People'sRepublic of

China

75 Ð

Held by Digiland International Pte Limited (formerlyknown as Digiland.com International Pte Ltd)

Digiland Distribution (M) Sdn.Bhd.

Trading of computersand related accessoriesand provision ofcomputer-relatedservices

Malaysia 92.7 Ð

Digiland Pty Ltd Wholesaling ofcomputer hardware

Australia 92.7 Ð

MSI Digiland (Phils.), Inc. @@ Manufacturing and saleof computers,computer peripheralsand accessories

ThePhilippines

47.2 Ð

Digiland Vietnam Pte Ltd Trading of computers,computer peripheralsand accessories

Singapore 92.7 Ð

Digiland Indonesia Pte Ltd Trading of computers,computer peripheralsand accessories

Singapore 47.2 Ð

Shanghai ECC-DigilandInternational Trading Co.,Ltd.

Trading of computersand related accessories

The People'sRepublic of

China

48.7 Ð

Infonet Systems and ServicesPte Ltd

Trading and providingtechnical andconsultancy services inhigh technologyproducts

Singapore 92.7 Ð

Digiland (Thailand) Co., Ltd. Trading of computersand related accessories

Thailand 92.7 Ð

DigilandMall.com Pte Ltd Internet retailing ofcomputers and relatedaccessories

Singapore 92.7 Ð

Aspiren.com Pte Ltd Provision of e-businesssolutions

Singapore 92.7 Ð

Held by Digiland Distribution (M) Sdn. Bhd.

Computerlink Sdn. Bhd. Trading of computersand related accessories(currently inactive)

Malaysia 87.1 Ð

Held by Trans Europe Computer Limited

Wayford Technology Limited Trading of computercomponents

Hong Kong 51.86 Ð

#

#

#

#

#

#

#

54

K. NOTES TO THE STATEMENT OF NET ASSETS (cont'd)

Name Principal activities

Country ofincorporationand place of

business

Effectiveequity held

by theGroup

Cost ofinvestment

by theCompany

% $'000

Held by Digiland (Hong Kong) Limited

Chenzhou Digiland ElectronicsCo., Ltd.

Manufacturing and saleof computers,computer peripheralsand accessories(currently inactive)

The People'sRepublic of

China

80 Ð

Held by Digiland (Thailand) Co., Ltd.

Custom Print Co., Ltd. @ Trading computers andrelated accessories

Thailand 92.7 Ð

Onetics (Asia) Pte Ltd and Incasoft Private Limited are currently under voluntary liquidation. Ascontrol over these subsidiaries is temporary, the directors are of the opinion that their ®nancialstatements should not be consolidated with the Group ®nancial statements in accordance withSingapore Statements of Accounting Standard No. 26.

# Audited by associated ®rms of Arthur Andersen Singapore

## Audited by Hu Nan Xiao Xiang, a CPA ®rm in Chang Sa, The People's Republic of China

@ Audited by Accountants and Management Consultants Co., Ltd, a CPA ®rm in Thailand.

@@ Audited by Guzman, Bocaling & Co., a CPA ®rm in Philippines

{ Cost of investment less than $1,000

{{ Subsidiaries not required to present audited ®nancial statements by laws of their countries of incorporation.Management accounts made up to 30 June 2001 have been used for consolidation purposes

All other companies are audited by Arthur Andersen Singapore

3. Investment in associated companies

Group

$'000

Investments, at cost (see Note a) 2,293

Share of post-acquisition losses, net (335)

1,958

##

55

K. NOTES TO THE STATEMENT OF NET ASSETS (cont'd)

3. Investment in associated companies (cont'd)

(a) Details of the associated companies are as follows:±

Name Principal activities

Country ofincorporation/

place ofbusiness

Effectiveequity held

by theGroup

Cost ofinvestment

by theGroup

2000%

2000$'000

Held by GES (Singapore) Pte Ltd

GES TechnologiesLimited

Import, export,assembly andmanufacturing of anddealing in all kinds ofcomputers and relatedcomputer supportsystems

India 32 904

Held by Digiland Distribution (M) Sdn. Bhd.

Khidmat KomputerPerdana Sdn. Bhd.

Trading of computersand related accessories

Malaysia 27.8 Ð

Held by Infonet Systems and Services Pte Ltd

e-station Pte Ltd Provision ofentertainment andrecreational activities

Singapore 27.8 1,380

Held by Trans Europe Computer Limited

Trans Europe PeripheralLimited

Dormant Hong Kong 20.7 9

2,293

4. Other investments

This relates to an investment in club membership. As at 30 June 2000, the market value of theclub membership was $185,000.

5. Investment property

Group

$'000

Investment, at cost 542

Less provision for diminution in value, representing movement during the year (54)

488

56

K. NOTES TO THE STATEMENT OF NET ASSETS (cont'd)

5. Investment property (cont'd)

The Group had properties in Australia for the primary purpose of producing rental income.Details of the investment properties are as follows:±

Properties DescriptionApproximate area(in square metres)

Market values ofinvestments by the

Group*

2000$'000

Held by a subsidiary

1103 Beachwood DriveHope Island ResortAustralia

Residential 1,140 488

* Market values of investments are based on directors' valuation.

6. Goodwill

Group

$'000

Goodwill on consolidation

Cost at beginning of year 9,545

Reserves on consolidation arising from purchase of additional shares in subsidiaries duringthe year (315)

Goodwill on consolidation arising from acquisition of subsidiaries during the year 3,742

12,972

Less accumulated amortisation (2,254)

10,718

Purchased goodwill

Cost at beginning of year 554

Less accumulated amortisation (165)

Translation difference 3

392

11,110

Movements in accumulated amortisation during the ®nancial year are as follows:±

Accumulated amortisation of goodwill on consolidation

At beginning of year 1,659

Amortisation for the year 595

At end of year 2,254

Accumulated amortisation of purchased goodwill

At beginning of year 140

Amortisation for the year 25

At end of year 165

During the ®nancial year ended 30 June 2000, a subsidiary changed the amortisation periods ofgoodwill and reserves on consolidation from 5 to 20 years. The effect of the change in estimateson the statement of pro®t and loss for the ®nancial year ended 30 June 2000 is to increase thepro®t for the year by approximately $571,000.

57

K. NOTES TO THE STATEMENT OF NET ASSETS (cont'd)

7. Pre-operating expenses

Group

$'000

Pre-operating expenses 313

Less accumulated amortisation (153)

160

Movements in accumulated amortisation during the ®nancial year are as follows:±

At beginning of year 70

Amortisation for the year 90

Translation difference (7)

At end of year 153

8. Deferred expenditure

Deferred expenditure represents expenses, stated at cost, incurred by a subsidiary for thepreparation of its intended public listing. These amounts will be written off against the proceedsof the above mentioned public offer of shares subsequently, or written to statement of pro®t andloss upon abortion of IPO exercise.

9. Stocks

Group

$'000

At cost

Finished goods and raw materials 166,773

Work-in-progress 5,751

Goods-in-transit 1,930

174,454

Less provision for stock obsolescence (4,953)

169,501

Movements in provision for stock obsolescence during the year are as follows:±

At beginning of year 4,975

Provision for the year 793

Arising from acquisition of subsidiaries 26

Written off against provision (510)

Write back of provision (294)

Translation difference (37)

At end of year 4,953

58

K. NOTES TO THE STATEMENT OF NET ASSETS (cont'd)

10. Trade debtors

Group

$'000

Trade debtors 177,047

Less provision for doubtful trade debts (5,205)

171,842

Movements in provision for doubtful trade debts during the year are as follows:±

At beginning of year 4,553

Provision for the year 754

Arising from acquisition of subsidiaries 252

Written off against provision (264)

Write back of provision (65)

Translation difference (25)

At end of year 5,205

11. Other debtors, deposits and prepayments

Group Company

$'000 $'000

Other debtors 6,661 Ð

Less provision for doubtful debts (108) Ð

6,553 Ð

Deposits 1,017 Ð

Prepayments 2,103 15

Recoverables 3,868 Ð

Advances to employees 2 Ð

13,543 15

Movements in provision for doubtful debts during the year are as follows:±

Group

$'000

At beginning of year 1

Provision for the year 108

Written off against provision (1)

At end of year 108

12. Due to/from an associated company/subsidiaries/an af®liated company (non-trade)

The amounts are unsecured, interest-free and have no ®xed terms of repayment.

59

K. NOTES TO THE STATEMENT OF NET ASSETS (cont'd)

13. Due from associated companies (trade)

Group

$'000

Due from associated companies 7,751

Less provision for doubtful debts (268)

7,483

Movements in provision for doubtful debts during the year are as follows:±

At beginning of year 267

Translation difference 1

At end of year 268

14. Due from af®liated companies (trade)

Group

$'000

Due from af®liated companies 13,387

Less provision for doubtful debts, representing movement during the year (424)

12,963

15. Fixed deposits

Fixed deposits of $11,070,600 are pledged to banks to secure bank facilities extended.

16. Trade creditors

Included in trade creditors is an amount of $4.3 million secured by a registered mortgagedebenture over the assets of a subsidiary.

17. Bills payable, long-term bank loans and bank overdrafts (secured)

Bills payable, long-term bank loans and bank overdrafts of the Group are secured by thefollowing:±

Ð First legal mortgage of the Group's premises at 28 Marsiling Lane Singapore 739152.

Ð Corporate guarantee of $127 million from the Company to banks for banking facilitiesgranted to certain subsidiaries.

The long-term bank loans are payable in equal quarterly instalments over a period of 60 monthsand bear interest of between 0.5% to 1.5% over the prime lending rate of the lending banks.

18. Other creditors and accruals

Group Company

$'000 $'000

Other creditors 3,241 Ð

Accrued operating expenses 7,480 626

Purchase accruals 606 Ð

Reimbursable costs 17 Ð

Deferred revenue 880 Ð

12,224 626

60

K. NOTES TO THE STATEMENT OF NET ASSETS (cont'd)

19. Hire purchase/®nance lease liabilities

Group

$'000

Hire purchase/®nance lease instalments:±

Ð due within 1 year 758

Ð due between 1 and 5 years 1,666

2,424

Less deferred ®nance charges (386)

2,038

Classi®ed as follows:±

Ð current portion 650

Ð non-current portion 1,388

2,038

20. Short-term bank loans

Group

$'000

Secured term loans 13,524

Unsecured term loans 3,874

17,398

Details of secured term loans are as follows:±

The short-term loans of the subsidiaries are secured by way of corporate guarantee from asubsidiary and pledge of ®xed deposits amounting to $10,379,984 as collateral.

The secured term loans of the subsidiaries bear interest ranging from 6.1% to 6.4% per annum.

Details of unsecured term loans are as follows:±

The unsecured bank loans of the subsidiaries are repayable monthly and bear interest rangingfrom 12.5% to 13.0% per annum.

21. Deferred taxation

Deferred taxation arises as a result of:±

Group

$'000

Excess of net book value over tax written down value of ®xed assets 1,129

Other sundry timing differences (36)

1,093

61

K. NOTES TO THE STATEMENT OF NET ASSETS (cont'd)

22. Lease commitments

As at 30 June 2000, the Group had aggregate minimum lease commitments in respect of factory,warehouse and of®ce premises of approximately $7,245,000, payable as follows:±

Group

$'000

Within one year 1,139

Between 1 and 5 years 1,681

After 5 years 4,425

7,245

23. Contingent liabilities and future capital expenditure

(a) Contingent liabilities, unsecured

As at 30 June 2000,

(i) The Group had performance and shipping guarantees of approximately $9.2 millionextended to customers and suppliers in the ordinary course of business.

(ii) The Group had executed corporate guarantees of approximately $11.6 million tobanks which have granted banking facilities to certain of its subsidiaries.

(iii) A subsidiary, GES (Singapore) Pte Ltd, had executed corporate guarantees ofapproximately $2.3 million to suppliers for sales to certain of its subsidiaries andrelated companies.

(iv) A subsidiary, Digiland International Pte Limited (formerly known as Digiland.comInternational Pte Limited), had issued a corporate guarantee of $101 million for theloan facilities granted to a related company.

(v) A subsidiary, Digiland (Thailand) Co., Ltd had issued guarantees amounting toBht610,000 for the purpose of bidding for tenders, and a Bht2.5 million guarantee forthe purchase of goods.

(vi) A subsidiary, Infonet Systems and Services Pte Ltd, has outstanding banker'sguarantees of approximately $1,059,000 issued in favour of third parties in theordinary course of business. These guarantees are secured by way of a registeredcharge over the ®xed deposits of the subsidiary.

(vii) A subsidiary, Digiland (Thailand) Co., Ltd, has an outstanding legal suit for breach ofcontract of approximately Bht2.2 million (equivalent to approximately $90,000). Thelegal case is still outstanding and the outcome is not yet determinable.Consequently, the subsidiary has not recorded a provision for loss.

(viii) Subsequent to the year end, a subsidiary, Digiland Distribution (M) Sdn. Bhd., wasnamed as a co-defendant in a legal suit brought against it by a customer for breachof contract. The total amount claimed by the plaintiff is approximately RM322,000(equivalent of $146,900), not including unliquidated damages for loss of reputationand goodwill. In the opinion of the directors, the claim has no merit and accordingly,no provision has been made in the ®nancial statements.

62

K. NOTES TO THE STATEMENT OF NET ASSETS (cont'd)

23. Contingent liabilities and future capital expenditure (cont'd)

(b) Future capital expenditure

Capital expenditure not provided for in the ®nancial statements are as follows:±

Group

$'000

Approved and contracted for 4,804

Approved but not contracted for 12,000

16,804

(c) Continuing ®nancial support

(i) The Company has undertaken to provide continuing ®nancial support to three of itssubsidiaries to enable them to operate as going concerns and to meet theirobligations for at least 12 months from date of the directors' reports of thesubsidiaries as disclosed below:±

Subsidiary Date of directors' report

Digiland Pty Ltd 15 September 2000

Digiland Distribution (M) Sdn. Bhd. 20 September 2000

Spectrum Tech (Singapore) Pte Ltd 23 September 2000

(ii) A subsidiary of the Company, GES (Singapore) Pte Ltd, has undertaken to providecontinuing ®nancial support to two of its subsidiaries to enable them to operate as agoing concern and to meet their obligations for at least 12 months from date of thedirectors' report of the subsidiaries as disclosed below:±

Subsidiary Date of directors' report

Trans Europe Computer Limited 31 July 2000

Digiland (Hong Kong) Limited 20 September 2000

24. Forward Foreign Exchange Contract Commitments

As at 30 June 2000, the Group had outstanding forward foreign exchange contracts to buyUS$1,970,000 and sell Bht76,934,100.

25. Subsequent Events

On 28 May 2001, the Company entered into separate conditional sale and purchase agreementswith Tan Cheow Koon (Pte) Ltd (``TCK'') and Global Development Investments Pte Ltd(``Global''), pursuant to which the Company has agreed to acquire from TCK and Global anaggregate of 100,079,402 shares in Eltech, representing 44.34 percent of the total outstandingEltech shares, at a purchase price of S$0.32 per Eltech share. Accordingly, the Company willbe obliged to, and will, upon the completion of the sale and purchase agreement, make amandatory conditional takeover offer to acquire all remaining Eltech shares not owned,controlled or agreed to be acquired by it and its concert parties in accordance with Section213 of the Singapore Companies Act and Rule 33 of the Singapore Code on Take-overs andMergers.

63

K. NOTES TO THE STATEMENT OF NET ASSETS (cont'd)

26. Group Segment Information

Revenue fromcustomersoutside the

GroupSegmentresults

Segmentassets

$'000 $'000 $'000

Industry segments

PC and peripherals 387,105 14,274 143,738

Point of sale terminals 233,995 12,694 112,408

Distribution products 623,456 2,977 212,650

Total group 1,244,556 29,945 468,796

Revenue fromcustomersoutside the

GroupSegmentresults

Segmentassets

$'000 $'000 $'000

Geographical segments

Singapore 292,340 11,510 309,795

Asia 611,058 11,281 138,984

Australia 87,143 (2,772) 20,017

Europe 60,018 2,013 Ð

USA 193,997 7,913 Ð

Total group 1,244,556 29,945 468,796

L. DIVIDENDS

Dividends declared by the Company and its subsidiaries during the periods under review were asfollows:±

Ordinary dividend

Year ended

Grossdividend

per shareNet

dividend

$'000

GES International Limited

30 June 1998 1.09cents 4,500

30 June 1999 1.10cents 5,876

30 June 2000 1.20cents 6,626

GES (Singapore) Pte Ltd

30 June 1998 $2.55 5,500

30 June 1999 $3.71 10,000

30 June 2000 $4.64 8,000

No other dividends have been paid or proposed by the Company or its subsidiaries for any of theperiods under review.

64

K. NOTES TO THE STATEMENT OF NET ASSETS (cont'd)

M. AUDITED FINANCIAL STATEMENTS

No audited ®nancial statements have been prepared for the Company or its subsidiaries for anyperiod subsequent to 30 June 2000 (the ``last audited ®nancial statements''). On 1 June 2001,the Registrar of Companies and Business approved the Company's application on the use of®nancial information obtained from its last audited ®nancial statements, which has exceededthe 9 months validity period, for inclusion in this report.

Yours faithfully,

Arthur AndersenCerti®ed Public AccountantsSingapore

Steven Phan Swee KimPartner-in-charge

65

APPENDIX 3OF THE NOTICE OF TAKE-OVER OFFER

GES INTERNATIONAL LIMITED(Incorporated in the Republic of Singapore)

DIRECTORS' REPORT

1. Notice of Offer; Part B Statement

We refer to:±

(1) the notice dated 28th June, 2001 (the ``Notice of Takeover Offer'') relating to the proposedmandatory conditional takeover offer by GES International Limited (``GIL'') for EltechElectronics Limited (``Eltech''); and

(2) the statement in compliance with Part B of the Tenth Schedule of the Companies Act,Chapter 50 of Singapore (the ``Part B Statement'') accompanying the Notice of TakeoverOffer.

We have prepared this report for inclusion in the Notice of Takeover Offer and the Part BStatement.

2. Report

On behalf of the Directors of GIL, I report that, having made due inquiry in relation to the intervalbetween 30th June, 2000, the date to which the last accounts of GIL have been made up, and15th June, 2001:±

(1) the business of GIL and its subsidiaries has in our opinion been satisfactorily maintained;

(2) save as disclosed by GIL in the half-year financial statement and dividend announcementdated 13th March, 2001, the additional information furnished thereto on 22nd March, 2001and the revised profit projections announcement on 15th June, 2001, no circumstanceshave in our opinion arisen since 3rd November, 2000 (being the date of the last annualgeneral meeting of GIL) which would adversely affect the trading or the value of theassets of GIL or any of its subsidiaries;

(3) the current assets of GIL and its subsidiaries appear in the books at values which arebelieved to be realisable in the ordinary course of business;

(4) save as disclosed at Schedule 1 hereto, there are no contingent liabilities by reason of anyguarantees given by GIL and its subsidiaries; and

(5) there have, since the date of the last annual report of GIL, been no changes in thepublished reserves or any unusual factors affecting the pro®ts of GIL and its subsidiaries.

Dated 28th June, 2001

Yours faithfully,For and on behalf of the Board of Directors,GES International Limited

Daniel Yeong Bou WaiDirector

66

Schedule 1

CONTINGENT LIABILITIES, UNSECURED

As at 28 June 2001,

(i) The Group had performance and shipping guarantees of approximately $2 million extended tocustomers and suppliers in the ordinary course of business.

(ii) The Group had executed corporate guarantees of approximately $16.1 million to banks whichhave granted banking facilities to certain of its subsidiaries.

(iii) A subsidiary, GES (Singapore) Pte Ltd, had executed corporate guarantees of approximately$10.3 million to suppliers for sales to certain of its subsidiaries and related companies.

(iv) The company had executed corporate guarantees of $182 million for loan facilities granted tocertain of its subsidiaries.

(v) A subsidiary, Digiland International Pte Limited (formerly known as Digiland.com International PteLimited), had issued corporate guarantees of $113 million for the loan facilities granted to arelated company.

(vi) A subsidiary, Digiland (Thailand) Co., Ltd had issued guarantees amounting to Bht600,826 for thepurpose of bidding for tenders.

(vii) A subsidiary, Infonet Systems and Services Pte Ltd, has outstanding banker's guarantees ofapproximately $621,609 issued in favour of third parties in the ordinary course of business.These guarantees are secured by way of a registered charge over the fixed deposits of thesubsidiary.

(viii) A subsidiary, Digiland (Thailand) Co., Ltd, has an outstanding legal suit for breach of contract ofapproximately Bht2.2 million (equivalent to approximately $90,000). The legal case is stilloutstanding pending the appeal which will be heard in 2002. Consequently, the subsidiary hasnot recorded a provision for loss.

(ix) A subsidiary, Digiland Distribution (M) Sdn. Bhd., was named as a co-defendant in a legal suitbrought against it by a customer for breach of contract. The total amount claimed by theplaintiff is approximately RM322,000 (equivalent of $146,900), not including unliquidateddamages for loss of reputation and goodwill. In the opinion of the directors, the claim has nomerit and accordingly, no provision has been made in the ®nancial statements.

67

APPENDIX 4OF THE NOTICE OF TAKE-OVER OFFER

GES INTERNATIONAL LIMITED(Incorporated in the Republic of Singapore)

ALTERATIONS IN CAPITAL STRUCTURE

Details of the alterations in the capital structure of GES International Limited (``GIL'') and itssubsidiaries during the ®ve years immediately preceding the date of the Part B statement are set outbelow:±

GIL

Date of alteration

Number ofordinary shares

allotted/(cancelled/redeemed) Nature of alteration

Issued and paidup share capital

after change

Authorisedshare capitalafter change

6 August 1996 (42,713,102)shares1

Decrease in authorisedshare capital pursuantto reduction of capital2

N.A. S$20,000 dividedinto 100,000,000shares of S$0.20each

(42,713,102)shares1

Decrease in issued andpaid up share capitalpursuant to reductionof capital2

S$8,542,620divided into42,713,102 sharesof S$0.20 each

N.A.

During the ®nancialyear ended 30 June1997

400,000 shares ofS$0.20 each

Increase in authorisedshare capital

N.A. S$100,000divided into500,000,000shares of S$0.20each

30 September 1996 243,478,259shares of S$0.20each

Issue of shares at $0.23each as purchaseconsideration for theacquisition of GES(Singapore) Pte Ltd

S$57,238,272divided into286,191,361shares of $0.20each

N.A.

5 February 1997 25,000,000shares of S$0.20each

Issue of sharespursuant to a publicoffer of shares of GILon 28 January 19973

S$62,238,272divided into311,191,361shares of S$0.20each

N.A.

13 August 1997 100,000,000shares of S$0.20each

Issue of shares atS$0.23 each pursuantto a public offer ofshares of GIL on 22July 19974

S$82,238,272divided into411,191,361shares ofS$0.20 each

N.A.

1 The authorised, issued and paid up capital of GIL was reduced from 42,713,102 shares of $1 each to 42,713,102 shares of$0.20 each by the cancellation of the issued and paid up capital, which is lost or unrepresented by available assets, to theextent of $0.80 per share.

2 The reduction of capital was approved by the High Court of Singapore on 12 July 1996 and became effective underSingapore law on 6 August 1996.

3 This public offer was made to enable compliance with the shareholding spread requirements of the Australian StockExchange Limited ("ASX") and obtain reinstatement of quotation of the shares on the ASX. All these shares were fullysubscribed and quotation of GIL's shares was reinstated on 25 February 1997.

4 This public offer was made to provide GIL with the ®nancial ¯exibility to purchase new manufacturing equipment, expand itsdistribution operations, integrate its information technology systems and procure more favourable trading terms with keysuppliers. All these shares were fully subscribed on 22 August 1997 and trading of these new shares on the ASXcommenced on 29 August 1997.

68

Date of alteration

Number ofordinary shares

allotted/(cancelled/redeemed) Nature of alteration

Issued and paidup share capital

after change

Authorisedshare capitalafter change

11 January 1999 300,000,000shares of S$0.20each

Increase in authorisedshare capital

N.A. S$160,000,000divided into800,000,000shares of S$0.20each

2 February 1999 100,000,000shares of S$0.20each

Issue of shares atS$0.25 each pursuantto the prospectus dated20 January 19995

S$102,238,272divided into511,191,361shares of S$0.20each

N.A.

15 July 1999 41,000,000shares of S$0.20each

Private placement ofshares at $1.82 eachpursuant to anagreement dated 14July 1999

$110,438,272divided into552,191,361shares of S$0.20each

N.A.

27 June 2001 40,031,760shares of S$0.20each

Issue of shares asconsideration for thepurchase of shares inEltech ElectronicsLimited pursuant to 2separate conditionalsale and purchaseagreements dated 28May 20016

S$118,444,624.20divided into592,223,121shares of S$0.20each

N.A.

GIL SUBSIDIARIES:±

Singapore:±

Digiland.com International Pte Limited (formerly known as Digiland International Pte Ltd)

During the year ended30 June 2000

5,000,000 sharesof S$1 each

Issue of shares at parvia the capitalisation ofan amount ofS$3,500,000 due to itsholding company andvia the capitalisation ofan amount of 1,500,000of accumulated pro®ts

S$6,000,000 N.A.

470,000 shares ofS$1 each

Issue of shares atS$1.07 each for cash toprovide additionalworking capital

S$6,470,000 N.A.

15 June 2001 31,530,000shares of S$1each

Issue of shares S$38,000,000 N.A.

5 This public offer was made to provide GIL with the ®nancial ¯exibility to enhance the ef®ciency and effectiveness inmanaging its supply chain through investment in the E-commerce and Call Centre project, expand its production capacityand venture into possible strategic overseas investments in joint ventures and/or acquisitions.

6 On 28 May 2001, GIL entered into separate conditional sale and purchase agreements with (1) Tan Cheow Koon (Pte) Ltdand (2) Global Development Investments Pte Ltd, pursuant to which GIL agreed to acquire from them an aggregate of100,079,402 shares.

69

Date of alteration

Number ofordinary shares

allotted/(cancelled/redeemed) Nature of alteration

Issued and paidup share capital

after change

Authorisedshare capitalafter change

DigilandMall.com Pte Ltd

During the year ended30 June 2000

2 shares of S$1each

Issue of shares forincorporation

S$2 N.A.

Aspiren Pte Ltd (formerly known as Aspiren.com Pte Ltd)

During the year ended30 June 2000

2 shares of S$1each

Issue of shares forincorporation

S$2 N.A.

Malaysia:±

Digiland Distribution (M) Sdn. Bhd.

During the year ended30 June 1998

4,000,000 sharesof RM1 each

Increase In authorisedshare capital

N.A. RM5,000,000

1,000,000 sharesof RM1 each

Issue of shares at parvia capitalisation ofpayables to holdingcompany to provideadditional workingcapital

RM1,728,000 N.A.

During the year ended30 June 2001

5,000,000 sharesof RM1 each

Increase in authorisedshare capital

N.A. RM10,000,000

27 June 2001 3,500,000 sharesof RM1 each

Issue of shares RM5,228,000 N.A.

Hong Kong:±

Digiland (Hong Kong) Limited (Formerly known as Success Prospect Enterprises Limited)

During the year ended30 June 1998

7,740,000 sharesof HK$1 each

Increase in authorisedshare capital

N.A. HK$7,750,000

3 shares at HK$1each

Issue of shares at parfor cash to increaseeffective interest heldby GIL from 50% to80%

HK$5 N.A.

Trans Europe Computer Limited

During the year ended30 June 2000

4,500,000 sharesof HK$1 each

Issue of shares at parfor cash to provideadditional workingcapital

US$1,741,936 N.A.

70

Date of alteration

Number ofordinary shares

allotted/(cancelled/redeemed) Nature of alteration

Issued and paidup share capital

after change

Authorisedshare capitalafter change

Australia:±

Digiland Pty Ltd

During the year ended30 June 2000

10,000,000shares of AS$1each

Issue of shares via thecapitalisation of a tradebalance due toDigiland.comInternational PteLimited ofAS$10,000,000

A$11,100,000 N.A.

15 March 2001 8,900,000 sharesof A$1 each

Issue of shares A$20,000,000 N.A.

Taiwan, Republic of China:±

Digiland Taiwan Co., Ltd

During the year ended30 June 1997

1,000,000 sharesof NT10 each

Issue of shares at parfor cash forincorporation

NT10,000,000 N.A.

Thailand:±

Digiland (Thailand) Co., Ltd

27 June 2001 Baht62,000,000 Issue of shares Baht122,000,000

N.A.

The People's Republic of China:±

Shanghai ECC-GES Information Technology Co., Ltd.

During the year ended30 June 2000

Ð Registered capital ofUS$4,000,000 for cashfor incorporation

Rmb33,083,876 N.A.

Shanghai ECC-Digiland International Trading Co., Ltd.

During the year ended30 June 2000

Ð Registered capital ofUS$5,000,000 for cashfor incorporation

Rmb41,393,629 N.A.

The Philippines:±

MSI Digiland (Phils.) Inc.

19 May 2001 2,331,055 sharesof 100 Pesoseach

Issue of shares 309,761,938Pesos

N.A.

71

APPENDIX III

ADDITIONAL INFORMATION ON THE OFFEROR

1. DIRECTORS

The names, addresses and descriptions of all the Directors are as follows:±

Name Address Description

Goh Lik Tuan 52 Elite Terrace,Singapore 458806

Chairman

Yeong Bou Wai 6 Chestnut Crescent,Singapore 679360

Managing Director

Lim Tow Cheng 889 Tampines Street 81 14-1048,Singapore 520889

Executive Director

Ong Seow Yong 47 Merryn Road,Singapore 298496

Independent Director

Richard John Colless 49A Parriwi Road, Mosman, Sydney 2088,New South Wales, Australia

Independent Director

Terence Edward O'Connor 23 Pakenham Street, Fremantle 6160,Western Australia

Independent Director

2. PRINCIPAL ACTIVITIES AND SHARE CAPITAL

GIL was incorporated on July 10, 1986 in the Republic of Singapore. GIL is listed on the SGX-STand ASX. GIL and its subsidiaries are primarily engaged in the original design and manufacture ofpoint-of-sales terminals and other IT products. GIL is also engaged in the distribution of personalcomputers and related peripherals, and provides electronic business solutions, and technicaland consultancy services in high technology ®elds.

The Offeror has an authorised share capital of S$160,000,000 comprising of 800,000,000ordinary shares of S$0.20 each. As at the Latest Practicable Date, the Offeror had an issuedshare capital of S$118,444,624.20 comprising 592,223,121 ordinary shares of S$0.20 each.

#

72

3. FINANCIAL STATEMENTS

A summary of the audited consolidated results of the GIL Group for the last ®ve ®nancial yearsended June 30, 2000 and unaudited consolidated results of the GIL Group for the six monthsended December 31, 2000, extracted from the audited ®nancial statements and the unauditedhalf year ®nancial statement and dividend announcement respectively, is set out below:±

----------------------------------------------------------- Audited ----------------------------------------------------------

Unaudited6 months

endedDecember 31,

2000

For the Year ended June 30,

S$'000 1996 1997 1998 1999 2000

Turnover 9,918 351,748 644,601 819,261 1,244,556 703,611

Pro®t/(loss) before taxationand minority interests (4,700) 5,125 11,467 21,137 29,945 12,121

Taxation (55) (515) (1,145) (655) (2,062) (360)

Pro®t/(loss) after taxation butbefore minority interests (4,755) 4,610 10,322 20,482 27,883 11,761

Minority interests 805 (12) (325) (212) (1,220) 330

Pro®t/(loss) after taxationand minority interests butbefore extraordinary items (3,950) 4,598 9,997 20,270 26,663 12,091

Extraordinary items (784) 21 96 Ð Ð Ð

Pro®t/(loss) attributable tothe members of thecompany (4,734) 4,619 10,093 20,270 26,663 12,091

Weighted average number ofshares ('000) 42,713 233,655 398,691 452,858 550,483 550,483

Earnings/(loss) per share(cents) (9.25) 1.97 2.51 4.48 4.84 2.19

Gross dividend per share(cents) Ð 0.6 1.1 1.1 1.2 0.5

4. STATEMENT OF ASSETS AND LIABILITIES

A summary of the consolidated assets and liabilities of the GIL Group, based upon itsconsolidated audited balance sheets as at June 30, 1999 and June 30, 2000, is set out below:±

----------- As at June 30, -----------

S$'000 1999 2000

Share capital and reserves

Share capital 102,238 110,438

Share premium 11,624 76,619

Capital reserve Ð 58

Accumulated pro®ts (losses) 15,822 35,859

Translation reserve (200) (552)

129,484 222,422

Minority interests 3,788 10,973

133,272 233,395

73

----------- As at June 30, -----------

S$'000 1999 2000

Represented by:

Fixed assets 47,898 51,226

Investments in associated companies 290 1,958

Other investments 185 185

Investment properties 1,024 488

Goodwill 8,293 11,110

Pre-operating expenses 474 160

Deferred expenditure Ð 1,448

Current assets

Stocks 120,294 169,501

Trade debtors 131,849 171,842

Other debtors, deposits and prepayments 8,182 13,543

Due from an associated company (non-trade) Ð 19

Due from associated companies (trade) 3,844 7,483

Due from af®liated companies (trade) 13,574 12,963

Short-term investment 1,690 Ð

Fixed deposits 2,090 25,473

Cash and bank balances 8,323 14,115

289,846 414,939

Less:

Current liabilities

Trade Creditors 78,737 104,784

Bills payable 102,329 91,647

Other creditors and accruals 12,790 12,224

Due to subsidiaries (non-trade) Ð Ð

Due to an associated company (non-trade) Ð 80

Due to an af®liated company (non-trade) 300 600

Due to directors Ð 2

Provision for taxation 1,004 2,140

Proposed dividends 3,320 3,865

Long-term bank loans, current 1,010 1,255

Hire purchase/®nance lease liabilities, current 285 650

Short-term bank loans Ð 17,398

Bank overdrafts (secured) 8,503 7,282

208,278 241,927

Net current assets 81,568 173,012

Less:

Non-current liabilities

Long-term bank loans, non-current portion 4,633 3,711

Hire purchase/®nance lease liabilities, non-current portion 892 1,388

Deferred taxation 935 1,093

133,272 233,395

74

5. CHANGES IN FINANCIAL POSITION

Save as disclosed in this Offer Document and save for information on the Offeror that is publiclyavailable, there has not been any material change in the ®nancial position or prospects of theOfferor. Since June 30, 2000, being the date of the last balance sheet of the GIL Group laidbefore the members of GIL in general meeting.

6. DIRECTORS' INTEREST IN GIL SHARES

The direct and indirect interests of the Directors in GIL Shares as at the Latest Practicable Dateare set out below:±

-------- Direct Interest -------- ------ Indirect Interest ------

Name of Directors No. of shares % No. of shares %

Goh Lik Tuan1 68,122,512 11.5 134,972,946 22.8

Yeong Bou Wai 6,365,648 1.1 Ð Ð

Lim Tow Cheng2 Ð Ð 50,000 0.0

Ong Seow Yong 1,000,000 0.2 Ð Ð

Richard John Colless2 Ð Ð 1,500,000 0.3

Terence Edward O'Connor 400,000 0.1 Ð -

Notes:±

1 The deemed interest of Goh Lik Tuan (``GLT'') arises from (a) the interest of his wife, Liew Kim Choo (``LKC'') (whoholds 73,748,889 GIL Shares), (b) his interest in Alxia Pte Ltd (``Alxia'') (which holds 955,600 GIL Shares), (c) hisinterest in Andantino Investments Ltd (``Andantino'') (which holds 20,000,000 GIL Shares) and (d) his interest inAlmon Bury Agents Limited (``Almon Bury'') (which holds 40,268,457 GIL Shares). GLT and LKC each holds 50 percent. of the issued share capital of Alxia and Andantino. GLT, LKC and Yeong Bou Wai hold 39.54 per cent., 51.34per cent. and 9.12 per cent., respectively, of the issued share capital of Almon Bury.

2 The deemed interest of Lim Tow Cheng and Richard John Colless arise from the interests held by their respectivespouses and/or immediate family members.

7. REGISTERED OFFICE

The registered of®ce of the Offeror is at 28 Marsiling Lane, Singapore 739152.

75

APPENDIX IV

UNAUDITED INTERIM RESULTS OF THE GIL GROUPFOR THE 6-MONTH PERIOD ENDED DECEMBER 31, 2000

The following has been reproduced from an announcement made by GIL on March 13, 2001.

``Half-year ®nancial statement on consolidated results for the six months ended 31 December 2000.These ®gures have not been audited.

----------------------- Group ----------------------- ------------------- Company -------------------

S$'000 % S$'000 %

Latesthalf year

Previoushalf year Change

Latesthalf year

Previoushalf year Change

1.(a) Turnover 703,611 552,855 27.3 3,000 5,000 ±40.0

1.(b) Investment income 0 130 N.M 0 0 0

1.(c) Other income includinginterest income

643 320 100.9 0 2 N.M

2.(a) Operating pro®t beforeincome tax, minorityinterests, extraordinaryitems, interest onborrowings, depreciationand amortisation, foreignexchange gain/(loss) andexceptional items

21,882 18,446 18.6 2,622 4,421 ±40.7

2.(b)(i) Interest on borrowings (4,585) (2,827) 62.2 0 0 0

2.(b)(ii) Depreciation andamortisation

(4,821) (3,797) 27.0 0 0 0

2.(b)(iii) Foreign exchange gain/(loss)

(144) 625 ±123.0 1 (5) 120.0

2.(c) Exceptional items 0 0 0 0 0 0

2.(d) Operating pro®t beforeincome tax, minorityinterests and extraordinaryitems but after interest onborrowings, depreciationand amortisation, foreignexchange gain/(loss) andexceptional items

12,332 12,447 ±0.9 2,623 4,416 ±40.6

2.(e) Income derived fromassociated companies

(211) (104) 102.9 0 0 0

2.(f) Less income tax (360) (36) 900.0 0 0 0

2.(g)(i) Operating pro®t after taxbefore deducting minorityinterests

11,761 12,307 ±4.4 2,623 4,416 ±40.6

2.(g)(ii) Less minority interests 330 (298) ±210.7 0 0 0

2.(h) Operating pro®t after taxattributable to members ofthe company

12,091 12,009 0.7 2,623 4,416 ±40.6

2.(i)(i) Extraordinary items 0 0 0 0 0 0

76

----------------------- Group ----------------------- ------------------- Company -------------------

S$'000 % S$'000 %

Latesthalf year

Previoushalf year Change

Latesthalf year

Previoushalf year Change

2.(i)(ii) Less minority interests 0 0 0 0 0 0

2.(i)(iii) Extraordinary itemsattributable to members ofthe company

0 0 0 0 0 0

2.(i)(iv) Transfer to/from ExchangeReserve

0 0 0 0 0 0

2.(i)(v) Transfer to CapitalReserve

0 0 0 0 0 0

2.(i)(vi) Transfer to Reserve Fund 0 0 0 0 0 0

2.(j) Operating pro®t after taxand extraordinary itemsattributable to members ofthe company

12,091 12,009 0.7 2,623 4,416 ±40.6

--------------------------- Group Figures ---------------------------

Latest half year Previous half year

3.(a) Earnings per share based on 2(h) aboveafter deducting any provision forpreference dividends:±

3.(a)(i) Based on existing issued share capital 2.19 cents 2.17 cents

3.(a)(ii) On a fully diluted basis 2.19 cents 2.17 cents

3.(b) Earnings per share based on 2(j) above:±

3.(b)(i) Based on existing issued share capital 2.19 cents 2.17 cents

3.(b)(ii) On a fully diluted basis 2.19 cents 2.17 cents

3.(c) Net tangible asset backing per ordinaryshare

39.28 cents 37.65 cents

4.(a) Amount of any adjustment for under or overprovision of tax in respect of prior years

NIL

4.(b) Amount of any pre-acquisition pro®ts

NIL

4.(c) Amount of pro®ts on any sale of investments and/or properties

NIL

4.(d) Any other comments relating to Paragraph 4

NIL

77

5.(a) Review of the performance of the company and its principal subsidiaries

The period under review was a challenging time for the Group. The Personal Computer(``PCs'') industry was faced with a slow down in the demand for PCs, both in Europe andthe United States of America (the ``USA''). Nevertheless, the Group's operating pro®tbefore interest, tax, depreciation and amortisation (``EBITDA'') increased to S$21.88m(A$23.78m), or 18.60 % over the same period last year. This increase was due to severalfactors including:±

. Higher distribution revenue and growth of 63.43%; and

. Increase in Original Design and Manufacture (``ODM'') revenue by 13.17%.

The increase in the Group's operating pro®t before interest, tax and minority interest waspartly offset by:±

. lower revenue contribution from the PC manufacturing division by S$34.28m (A$37.25m),a decline of 18.88%, as a result of price pressure on PCs; and

. lower pro®t margins from the same division by approximately $2.0m (A$2.17m), causedby margin pressure.

Despite the dif®cult conditions, the Group achieved an interim pro®t after tax of S$12.09m,(A$13.14m), a marginal increase of 0.7% from the previous corresponding half year's pro®tafter tax of S$12.01m (A$13.05m). This was largely due to margin pressure on the PCManufacturing division and higher interest expense which increased by 62.19% toS$4.59m (A$4.99m). The Group increased its borrowings from S$110.09m (A$119.62m) inthe ®rst half of 2000 to S$154.55m (A$167.93m) in the ®rst half of 2001 to ®nance itsgrowing distribution business.

Turnover increased by 27.27 % from S$552.86m (A$600.74m) to S$703.61m (A$764.55m).The increase in turnover was attributable to:±

. a 13.17 % growth in ODM revenue from S$100.45m (A$109.15m) to S$113.67m(A$123.52m); and

. a 63.43 % growth in distribution revenue from S$270.84m (A$294.30m) to S$442.65m(A$480.98m).

The increase in turnover was offset by a 18.88% or S$34.28m (A$37.25m) decline in revenuefrom the PC manufacturing division.

Sales in Asia, excluding Singapore, outgrew that of the other geographical locations toS$369.19m (A$401.17m) from S$245.37m (A$266.62m) or 50.46%, due to:±

. the inclusion of revenue amounting to S$102.09m (A$110.93m) from Shanghai ECC-Digiland International Trading Co., Ltd. and Shanghai ECC Ð GES InformationTechnology Co., Ltd, which were incorporated in January 2000, for the period underreview; and

. overall growth in the rest of Asia.

Australia recovered from its slump in revenue in the half year ended 31 December 1999 toreport a growth in revenue of 14.35% to S$52.58m (A$57.14m) from S$45.99m (A$49.97m)in the half year ended 31 December 2000.

The increase in revenue from Australia and the Philippines were, however, partially offset bycurrency depreciation resulting in a lower reported growth for the period.

78

In Singapore, the Group registered a 13.25% growth in revenue to S$166.00m (A$180.37m).Revenue from the USA grew by 24.33% to S$107.30m (A$116.60m) while revenue fromEurope declined to S$8.53m (A$9.27m) from S$28.62m (A$31.10m), re¯ecting, the start ofthe slowdown in demand for PC products in Europe at the beginning of the third quarter of2000.

Note: Historical amount for Australian dollars (A$) are translated at current rate of S$1 :A$1.0866

5.(b) A statement by the Directors of the Company on whether `any item or event of amaterial or unusual nature which would have affected materially the results ofoperations of the Group and Company has occurred between the date to which thereport refers and the date on which the report is issued'. If none, to include anegative statement.

There is no material or unusual nature which would have affected materially the results ofthe operations of the Group and Company.

6. Commentary on current year prospects

This will be a challenging year for the PC industry. The directors are cautious aboutprospects for the PC industry for the rest of the ®nancial year. The slow down in thedemand for PCs in the USA and Europe is expected to have a negative impact on theGroup. The Directors intend to review the viability of the Group's PC operations andexplore ways of reducing its reliance on this sector.

In manufacturing, the Group will continue to pursue its goal of diversifying its ODM/OEMproduct base to reduce its reliance on one or two core product lines while retaining itsexpertise as a niche ODM/OEM. We believe this will serve to protect the future earnings ofthe Group against signi®cant ¯uctuation in any one particular market.

For the distribution division, the Group expects the demand for IT products to remain strongin Singapore, the rest of Asia and Australia. The deployment of our B2B e-business is ontrack. To date, we have completed the roll-out of the B2B websites in Singapore, Australia,Malaysia, Thailand, the Philippines and parts of the PRC. Currently approximately 50.00% ofour distribution revenue is conducted through our B2B web site.

We intend to continue growing our distribution business by increasing our resellercustomers, adding new product lines and expanding into other parts of Asia. We may alsoadd additional distribution points in existing jurisdictions. In March 2001, we will add anadditional distribution point in Perth, Western Australia, to improve our coverage ofAustralia.

In the current industry situation and given the uncertain world economic outlook, it is verydif®cult to make an accurate forecast of future pro®tability. Nevertheless, barringunforeseen circumstances the Board of Directors is cautiously optimistic that thepro®tability in the second half of the year should exceed that of the ®rst half. However itappears unlikely that the Group will achieve the pro®t growth of 20% for the current®nancial year as was stated in the Company's announcement dated 5 September 2000.

7. Dividend

(a) Latest Period

Name of Dividend InterimDividend Type CashDividend Rate 2.5 % per ordinary share tax exemptPar value of shares S$0.20Tax Rate

79

(b) Previous Corresponding Period

Name of Dividend InterimDividend Type CashDividend Rate 2.5 % per ordinary share tax exemptPar value of shares S$0.20Tax Rate

(c) Date payable

23 April 2001

(d) Books closing date

NOTICE IS HEREBY GIVEN that, the share Transfer Books and Register of Member ofthe Company will be closed from 04 April 2001 to 05 April 2001, both dates inclusive.Duly completed transfers received by the Company's Shares Registers up to the closeof business at 5:00p.m. on 03 April 2001 will be registered to determine shareholders'entitlements to the dividends. In respect of shares in securities accounts with TheCentral Depository (Pte) Limited (``CDP''), the said dividends will be paid by thecompany to the CDP which will in turn distribute entitlements to holders of shares inaccordance with its practice.

(e) Any other comments relating to Paragraph 7

NIL

8. Details of any changes in the company's issued share capital

NIL

9. Comparative ®gures of the group's borrowings and debt securities

(a) Amount repayable in one year or less, or on demand

As at 31/12/2000 As at 30/06/2000

Secured Unsecured Secured Unsecured

131,681,200 21,447,797 115,456,000 2,776,000

(b) Amount repayable after one year

As at 31/12/2000 As at 30/06/2000

Secured Unsecured Secured Unsecured

1,419,780 0 5,099,000 0

(c) Any other comments relating to Paragraph 9

NIL

80

10. Balance Sheet

Group31-12-00S$'000

Group31-12-99S$'000

Company31-12-00S$'000

Company31-12-99S$'000

CURRENT ASSETS

Cash 29,810 19,385 681 461

Receivables 214,081 162,224 127,871 121,090

Inventories 183,151 147,192 Ð Ð

Other 52,627 10,463 15 11,680

Total currents assets 479,669 339,264 128,567 133,231

NON-CURRENT ASSETS

Investment 2,411 3,029 60,500 57,000

Property, plant and equipment 53,407 49,439 Ð Ð

Intangibles 14,113 9,559 Ð Ð

Total non-current assets 69,931 62,027 60,500 57,000

TOTAL ASSETS 549,600 401,291 189,067 190,231

CURRENT LIABILITIES

Accounts payable 148,320 69,973 679 1,038

Borrowings 153,129 105,082 Ð Ð

Provisions 4,851 3,657 2,820 2,826

Total current liabilities 306,300 178,712 3,499 3,864

NON-CURRENT LIABILITIES

Borrowings 1,420 5,007 Ð Ð

Provisions 481 412 Ð Ð

Total non-current liabilities 1,901 5,419 Ð Ð

TOTAL LIABILITIES 308,201 184,131 3,499 3,864

NET ASSETS 241,399 217,160 185,568 186,367

SHAREHOLDERS' EQUITY

Share capital 110,438 110,438 110,438 110,438

Reserves 76,677 76,383 76,619 76,619

Accumulated pro®t 43,898 25,070 (1,489) (690)

Minority Interests 10,386 5,269 Ð Ð

TOTAL SHAREHOLDERS' EQUITY 241,399 217,160 185,568 186,367

BY ORDER OF THE BOARD

Catherine Lau Wee Nah/Tan San-JuJoint Company Secretaries13 March 2001''

81

APPENDIX V

ADDITIONAL FINANCIAL INFORMATION ON THE OFFEROR

(A) ANNOUNCEMENT OF REVISED PROFIT PROJECTIONS FOR THE SECOND HALF OF THEFINANCIAL YEAR ENDING JUNE 30, 2001

The following has been reproduced from an announcement made by GIL on June 15, 2001.

``The Directors of GES International Limited (``GIL'' or the ``Company'') wish to announce thatdue to continuing weakness in business conditions and the rescheduling of certain customerorders within the GIL Group's manufacturing division, the GIL Group's pro®ts for the ®nancialyear ending June 30, 2001 (``FY2001'') will be lower than originally expected.

Due to weak business conditions and lower than forecasted demand, GIL is experiencing therescheduling of certain orders, which were originally expected within the current ®scal year.While GIL expects these orders to be ful®lled in the next ®scal year, the delay will have animpact on the production utilisation and performance of the GIL Group for the current ®scalyear. In addition, the broad-based weakness in the IT and electronics industry, in particular thecontinued slowdown in global personal computer sales, has resulted in some margin erosion thatwill impact on the performance for the current ®scal year.

In the Company's announcement of its unaudited interim results for the six months ended 31December 2000, dated 13 March 2001, the following statement was made under section 6entitled ``Commentary on Current Year Prospects'':±

``In the current industry situation and given the uncertain world economic outlook, it is verydif®cult to make an accurate forecast of future pro®tability. Nevertheless, barring unforeseencircumstances, the Board is cautiously optimistic that the pro®tability in the second half of theyear should exceed that of the ®rst half year''.

For the above reasons, GIL no longer expects the second half of the year to be more pro®tablethan the ®rst. Instead, while GIL anticipates that its group revenues for FY2001 will continue togrow and exceed that of last year by approximately 5 per cent. as certain areas of the businesscontinue to perform well, GIL is also anticipating that its net pro®ts for FY2001 will beapproximately 35 per cent. lower than last year's.

Although the near-term outlook for the electronics industry is not clear, GIL is committed togrowing its core businesses through the addition of new product lines, customers, distributionchannels and geographical markets. GIL believes that the continuing global shift in outsourcedmanufacturing and the increasing importance of the IT and electronics industry in the economywill underpin the long-term business prospects of the GIL Group.

Responsibility Statement

The Directors of GIL (including those who have delegated detailed supervision of thisannouncement) have taken all reasonable care to ensure that the facts stated and opinionsexpressed in this announcement are fair and accurate, and that no material facts have beenomitted from this announcement, and they jointly and severally accept responsibility accordingly.

Dated 15 June 2001

By order of the BoardGES International Ltd

Catherine Lau Wee NahCompany Secretary''

82

(B) PROFIT ESTIMATE OF THE GIL GROUP FOR THE FINANCIAL YEAR ENDED JUNE 30, 2001

The following pro®t estimate for the GIL Group for the ®nancial year ended June 30, 2001 (``Pro®tEstimate'') has been prepared by the Directors, and takes into consideration the results of theGIL Group based on unaudited management accounts for the 11 months ended May 31, 2001.

On the bases and assumptions set out below, the Directors estimate the consolidated net pro®tattributable to shareholders of GIL for the ®nancial year ended June 30, 2001 to be as follows:±

(S$'million)

UnauditedFor the six-months ended

December 31, 2000

EstimateFor the year ended

June 30, 2001

Turnover 703.6 1,307.2

Pro®t before tax 12.1 17.0

Net pro®t after tax (before extraordinary items) 12.1 16.5

Earnings per GIL Share (cents)(1) 2.19 2.99

Note:±

(1) Based on the weighted average number of GIL Shares in issue during the ®nancial year ended June 30, 2001, being552,524,959.

The Pro®t Estimate is not released in the manner required in accordance with the listing rules ofthe SGX-ST relating to half year and full year ®nancial statements of the GIL Group and thereforeshould not be viewed as presenting the same information as such ®nancial statements. Pleasenote that the Pro®t Estimate may differ from the audited results of the GIL Group for theyear ended June 30, 2001 which the Directors expect to release on or beforeSeptember 13, 2001.

Bases and Assumptions Underlying the Pro®t Estimate of the GIL Group for the FinancialYear Ended June 30, 2001

The Pro®t Estimate has been prepared on the bases consistent with the accounting policiesnormally adopted by the GIL Group. The Directors are solely responsible for the Pro®t Estimate.The Pro®t Estimate has been made on the following bases and assumptions:±

1. There will be no material changes in existing political, economic, legal or regulatoryconditions affecting the activities of the GIL Group, the industry or the countries in whichthe GIL Group operates.

2. There will be no material changes in the bases or rates of taxation, CPF contribution, tariffs,duties, currency exchange rates and interest rates from those prevailing at the date of theestimate and which may affect the GIL Group's performance.

The exchange rates used by the GIL Group for the 11 months from July 2000 to May 2001were based on actual rates of exchange for the respective months. The exchange ratesused in the estimate of the GIL Group's results for the month of June 2001 is based onthe prevailing exchange rates as at May 31, 2001, taken as follows:±

S$1 to AUD 1.0833S$1 to Baht 25.1300S$1 to NT$ 18.1200S$1 to PESO 28.0900S$1 to RM 2.0894S$1 to RMB 4.3535US$1 to S$ 1.8184

3. There will be no signi®cant disruptions arising from industrial disputes, or the supply andcost of labour or any other causes which will affect the operations of the GIL Group.

83

4. Save for price ¯uctuations which are abnormal in nature, there will be no material changesin the costs of raw materials and trading products, labour costs, overheads and other costsfrom those currently prevailing.

5. There will be no exceptional circumstances which will require provisions to be made by theGIL Group in respect of any contingent liability, legal proceedings or arbitration which mayarise, abnormal bad debts or stocks obsolescence provisions, uncompleted contracts orother assets, other than those already provided for.

6. There will be no material changes to existing agreements or arrangements with majorsuppliers or customers and no material rescheduling or cancellation of customer orders,other than those already factored into the estimate.

84

(C) LETTER FROM ARTHUR ANDERSEN IN RELATION TO THE PROFIT ESTIMATE

July 17, 2001

The Board of DirectorsGES International Limited28 Marsiling LaneSingapore 739152

Dear Sirs

This letter has been prepared for inclusion in the offer document (the ``Offer Document'') to bedespatched to the shareholders of Eltech Electronics Limited (``Eltech'') in connection with themandatory conditional takeover offer (``the Offer'') by GES International Limited (``GIL'') forEltech.

We have examined the Pro®t Estimate in the Offer Document in accordance with the SingaporeStandard on Auditing applicable to the examination of prospective information. The Directors ofGIL are solely responsible for the Pro®t Estimate including the bases and assumptions set out inthe Offer Document on which the Pro®t Estimate is based.

The Pro®t Estimate includes the results of the GIL Group for the 11 months ended 31 May 2001,based on the unaudited consolidated ®nancial statements of the GIL Group for the 11 monthsended 31 May 2001.

Based on our examination of the evidence supporting the bases and assumptions underlying thePro®t Estimate, nothing has come to our attention which causes us to believe that these basesand assumptions do not provide a reasonable basis for the Pro®t Estimate. Further, in ouropinion, the Pro®t Estimate, so far as the accounting policies and calculations thereof areconcerned, (1) is properly prepared on such bases and assumptions, (2) is consistent with theaccounting policies normally adopted by the GIL Group and (3) is prepared in accordance withStatements of Accounting Standard of Singapore.

Yours faithfully

Arthur AndersenCerti®ed Public AccountantsSingapore

Steven Phan Swee KimPartner-in-charge

85

(D) LETTER FROM BNP PARIBAS IN RELATION TO THE PROFIT ESTIMATE

July 23, 2001

The Board of DirectorsGES International Limited28 Marsiling LaneSingapore 739152

Dear Sirs

This letter has been prepared for the inclusion in the offer document to be dated July 23, 2001(``Offer Document'') in relation to the mandatory conditional offer (the ``Offer'') by BNP ParibasPeregrine (Singapore) Ltd, for and on behalf of GES International Limited (``GIL''), to acquire allthe issued ordinary shares of S$0.25 each in the capital of Eltech Electronics Limited, other thanthose already owned, controlled or agreed to be acquired by GIL and parties acting in concertwith it.

We have reviewed the consolidated pro®t estimate of GIL and its subsidiaries companies for the®nancial year ended June 30, 2001 (``Pro®t Estimate''), including the bases and assumptions, asset out in Appendix V(B) of the Offer Document.

We have had discussions with you on the underlying assumptions on which the Pro®t Estimate isbased upon and have also considered the letter dated July 17, 2001 addressed to you by ArthurAndersen, the auditors of GIL, concerning the accounting policies, bases and assumptions, uponwhich the Pro®t Estimate has been made.

On the basis of your representations to us on the assumptions made by you and the letter fromArthur Andersen, it is our opinion that the Pro®t Estimate (for which you as Directors are solelyresponsible) has been made by the Directors after due and careful enquiry.

Yours faithfully,

For and on behalf ofBNP Paribas Peregrine (Singapore) Ltd

Francois Wertheimer Low Chee WahCEO DirectorHead of South East Asia Corporate Finance South East Asia Corporate Finance

86

APPENDIX VI

ANNOUNCEMENT OF PROPOSED DEMERGER OF

DIGILAND INTERNATIONAL PTE LIMITED AND

PROPOSED RIGHTS ISSUE OF GIL

The following has been reproduced from an announcement made by GIL on July 17, 2001.

`` 1. INTRODUCTION

1.1 Demerger; Rights Issue. The Directors of GES International Limited (``GIL'') are pleased toannounce:±

(1) a proposed demerger (the ``Demerger'') of the distribution business of GIL and itssubsidiaries (the ``GIL Group'') from the manufacturing business of the GIL Group; and

(2) a proposed rights issue (the ``Rights Issue'') by GIL.

1.2 Eltech Offer. GIL will undertake the Demerger and the Rights Issue after it has completed itstake-over offer (the ``Eltech Offer'') for Eltech Electronics Limited (``Eltech''). Accordingly,Eltech shareholders who wish to accept the Eltech Offer and elect to receive GIL shares inconsideration for their Eltech shares would, if they hold GIL shares as of the relevant recorddates, be eligible to participate in the Demerger and the Rights Issue.

2. EXISTING GIL GROUP STRUCTURE

2.1 GIL Group's Core Businesses. The core businesses of the existing GIL Group aremanufacturing and distribution of computers and computer related peripherals.

2.2 Manufacturing Business. The manufacturing business of the existing GIL Group is carried outby:±

(1) GES (Singapore) Pte Ltd (``GES''), a wholly-owned subsidiary of GIL, and its subsidiaries(the ``GES Group''); and

(2) following the completion of the Eltech Offer, Eltech and its subsidiaries (the ``EltechGroup'').

The GES Group is engaged in the design and manufacture of point-of-sale terminals andmanufacture of personal computers and personal computer peripheral products, bothproprietary and for third parties.

2.3 Distribution Business. The distribution business of the existing GIL Group is presentlyundertaken by:±

(1) principally Digiland International Pte Limited (``Digiland''), a 98.8%-owned subsidiary ofGIL. Digiland is a wholesale distributor of computers and computer peripherals to resellercustomers in the Asia Pacific region. Digiland and its subsidiaries distribute a wide range ofproducts from over 25 suppliers through a network of approximately 13,000 resellercustomers in nine countries and territories across the Asia-Pacific region. Its distributionnetwork comprises a total of 31 distribution centres across the Asia-Pacific region, 13 ofwhich are operated directly by Digiland and the remaining are operated through Digiland'slocal business partners in China, Indonesia and Vietnam; and

(2) Trans Europe Computer Limited (``Trans Europe''), a 66.29%-owned subsidiary of GES,

(collectively, the ``Pro Forma Digiland Group'').

87

3. DEMERGER

3.1 Demerger. The Demerger will involve the following steps:±

(1) the transfer by GIL of all of its shares in Trans Europe to Digiland at the cost of investmentof such shares of approximately S$1.7 million for cash;

(2) the conversion by GIL of:±

(a) up to S$50 million of the then net outstanding amount owing by Digiland to GIL intonew Digiland shares; and

(b) the balance of such amount into a two-year note (``Note'') payable to GIL. The Notewill be unsecured and will rank pari passu with the unsecured liabilities of Digiland.The interest rate on the Note will not be less favourable than the GIL Group's cost ofborrowings. Detailed terms of the Note will be set out in a circular to be issued in duecourse to GIL shareholders to seek their approval for the Demerger at anextraordinary general meeting to be convened (``EGM'').

As of 30 June 2001, the net outstanding amount (unaudited) owing by Digiland to GIL wasapproximately S$89 million;

(3) the subscription by GIL for new Digiland shares of up to S$50 million in aggregate in orderto provide additional working capital to Digiland. GIL will use the proceeds of the RightsIssue for such subscription;

(4) the distribution by GIL of all of its Digiland shares to the GIL shareholders by way of acapital reduction under Section 73 of the Companies Act, Chapter 50 of Singapore. GILwill endeavour to distribute its Digiland shares in such manner so that GIL shareholderswill receive one Digiland share for every GIL share held; and

(5) the listing of Digiland on the Main Board of the Singapore Exchange Securities TradingLimited (``SGX-ST'') by way of an introduction. At this time, there is no intention to listDigiland on the Australian Stock Exchange (``ASX'').

GIL shareholders will not be required to pay for any Digiland shares received pursuant tothe Demerger or to surrender or exchange their GIL shares in order to receive suchDigiland shares.

3.2 Resulting Position. Upon the completion of the Demerger, GIL shareholders will own,separately:±

(1) listed shares in GIL. GIL and its subsidiaries (including the GES Group and the EltechGroup but excluding the Pro Forma Digiland Group) (the ``Pro Forma GIL Group'') willhold the manufacturing business currently held under the existing GIL Group; and

(2) listed shares in Digiland. The Pro Forma Digiland Group will hold the distribution businesscurrently held under the existing GIL Group.

Digiland will be an independent public company and GIL own no shares in Digiland. The ProForma Digiland Group will serve as the vehicle driving the future growth and pro®tability of thedistribution business while the Pro Forma GIL Group will be responsible for managing themanufacturing business. Presently, it is envisaged that Yeong Bou Wai, Daniel and Lim TowCheng will be appointed as the non-executive Chairman and Managing Director of Digiland,respectively. Details of these directors are set out in Appendix 1.

88

3.3 Rationale for Demerger. The Demerger will create two separate listed entities for the coremanufacturing and distribution businesses currently held under the existing GIL Group. Therationale for the Demerger is as follows:±

(1) following the Demerger, Digiland will be able to operate independently from GIL. As aresult, Digiland will be able to exercise greater autonomy over its business processes andorganisation. Digiland will also be able to focus greater management attention andresources on growth opportunities for its distribution business, by pursuing strategies bestsuited to its markets and goals. The Demerger is also expected to improve managerialaccountability and the ability of Digiland to incentivise its management separately from theincentives offered to the management of GIL. Furthermore, Digiland will be able to havedirect access to the capital markets to fund its operations, and acquire businesses andnew technologies;

(2) following the Demerger, GIL will similarly benefit by being able to focus on its retainedmanufacturing business and its related growth opportunities (which business would, afterthe completion of the Eltech Offer, include the Eltech Group); and

(3) the Demerger will help create value for GIL shareholders by enabling investors toparticipate more directly in the growth of Digiland. The Demerger will also allowshareholders and investors to manage their investment exposure in each of these corebusinesses independently of each other.

3.4 Digiland's Relationship with GIL. Digiland has entered into certain inter-company transactionswithin the existing GIL Group in the ordinary course of business. These inter-companytransactions include (1) the sale of third party computer peripherals by Digiland to the GESGroup, (2) the provision of after-sales support and e-commerce services by Digiland to the GESGroup and (3) the purchase of certain IT-related products manufactured by the GES Group byDigiland from the GES Group. In addition, Digiland has made certain advances to and receivedcertain advances from the GES Group in the ordinary course of business.

3.5 Inter-Company Transactions. GIL and Digiland will each implement best practice proceduresand safeguards to ensure that inter-company transactions between the Pro Forma GIL Groupand the Pro Forma Digiland Group (including the transactions described in paragraph 3.4above) are (1) made on arm's length terms, (2) made on normal commercial terms forcomparable transactions and (3) will not be prejudicial to the interests of the shareholders ofGIL and Digiland. Such procedures and safeguards will be subject to independent review bythe audit committees of GIL and Digiland and GIL and Digiland will seek a mandate from theirrespective shareholders to enter into such transactions.

3.6 Approvals. The Demerger is conditional upon, inter alia, the following:±

(1) the approval of GIL shareholders for the Demerger by way of a special resolution at theEGM;

(2) the in-principle approval of the SGX-ST for the listing and quotation of Digiland and theDigiland shares on the Main Board of the SGX-ST by way of an introduction;

(3) the Security Industry Council (``SIC'') granting Goh Lik Tuan and Liew Kim Choo (who aresubstantial shareholders of GIL, ``GIL Major Shareholders'') and their concert parties anexemption from the obligation of having to make a take-over offer for Digiland as a resultof their acquiring more than 25 per cent. of the issued share capital of Digiland followingthe distribution of Digiland shares pursuant to the Demerger (if such exemption is subjectto any conditions or requires any actions or obligations to be taken or complied with beforethe Demerger (including, without limitation, the approval of the shareholders of GIL and/orDigiland in general meeting to waive their right to receive such a take-over offer), suchconditions being reasonably acceptable to the GIL Major Shareholders and such actionsand obligations are so taken and complied with);

(4) the capital reduction being sanctioned by the Court and a copy of the Order of Courtsanctioning the capital reduction being delivered to the Registrar of Companies andBusinesses in Singapore for registration; and

89

(5) any other approvals, authorisations, clearances, con®rmations, consents, exemptions,®lings, grants, licences, orders, permissions, recognitions and waivers (each, an``Authorisation'') as may be required or appropriate for or in connection with theDemerger from all relevant government, governmental, quasi-governmental, supranational,statutory, regulatory, administrative, ®scal or judicial agency, authority, body, court,commission, department, exchange, tribunal or entity in any jurisdiction (each, a``Relevant Authority'') (a) having been obtained or made, (b) remaining in full force andeffect, there being no notice of any intention to revoke or not to renew any suchAuthorisations, and (c) all actions or obligations required under any such Authorisations tobe taken or complied with prior to the completion of the Demerger,

3.7 Timing. Barring unforeseen circumstances and subject to the ful®lment of all the conditionsstipulated above, GIL expects to complete the Demerger by early January 2002.

4. RIGHTS ISSUE

4.1 Rights Issue. Independent of the Demerger, GIL proposes to undertake a Rights Issue to raiseproceeds of approximately S$50 million at a rights price to be determined at a later date and onthe tentative basis of one (1) rights share (each, a ``Rights Share'') for every ®ve (5) GIL sharesheld by GIL shareholders as of a books closure date to be determined, fractional entitlements tobe disregarded. GIL shareholders and investors should note that the basis of the RightsIssue may be subject to change.

4.2 Underwriting. GIL is currently arranging for the Rights Issue to be underwritten. Anannouncement of the underwriting arrangement entered into will be made in due course.

4.3 Shareholder Undertakings. The GIL Major Shareholders have indicated to GIL that they intend,as of the date hereof, to subscribe and pay for, or procure subscription and payment for, and upto, their respective entitlements under the Rights Issue. As of the date hereof, the GIL MajorShareholders hold an aggregate of 203,095,458 GIL shares, representing approximately 34.3per cent. of the total issued GIL shares.

4.4 Rights Shares. The Rights Shares, when issued and fully paid, will rank pari passu in all respectswith the then existing GIL shares except that they will not rank for any dividends, rights,allotments or other distributions, the record date for which falls before the date of issue of theRights Shares.

4.5 Use of Proceeds. In the event that the Rights Issue is fully subscribed, the net proceeds fromthe Rights Issue, after deducting estimated issue expenses, would amount to approximatelyS$50 million. GIL proposes to utilise the net proceeds of the Rights Issue to subscribe for newDigiland shares amounting to approximately S$50 million.

4.6 Approvals. The Rights Issue is conditional upon, inter alia, the following:±

(1) the in-principle approval of the SGX-ST (and, if required, the ASX) for admission of theRights Shares to the Official List of the SGX-ST and the ASX;

(2) (although it is the intention of GIL to have the Rights Issue underwritten) in the event thatGIL proceeds with the Rights Issue without a full underwriting, the SIC granting the GILMajor Shareholders and their concert parties an exemption from the obligation of havingto make a take-over offer for GIL as a result of his acquiring more than three per cent. (orsuch other relevant percentage as may from time to time be imposed by the SIC under theSingapore Code on Take-overs and Mergers) of the issued share capital of GIL bysubscribing for, and up to, his entitlements under the Rights Issue; and

(3) any other Authorisation as may be required or appropriate for or in connection with theRights Issue from all Relevant Authorities (a) having been obtained, (b) remaining in fullforce and effect, there being no notice of any intention to revoke or not to renew any suchAuthorisations, and (c) all actions or obligations required under any such Authorisations tobe taken or complied with prior to the completion of the Rights Issue.

90

5. FINANCIAL EFFECTS; PRO FORMA FINANCIAL STATEMENTS

5.1 Financial Effects. An analysis of the ®nancial effects of the Demerger and the Rights Issue is setout in Appendix 2.

5.2 Pro Forma Financial Statements. Appendix 3 sets out the pro forma ®nancial statements of (1)the existing GIL Group (including the Eltech Group, the ``Enlarged GIL Group''), (2) the ProForma GIL Group and (3) the Pro Forma Digiland Group as if they were in existence since 1July 1998.

6. GENERAL

6.1 Circular. A circular to GIL shareholders will be despatched in due course to GIL shareholders toprovide details on the Demerger and to seek their approval for the Demerger at the EGM.

6.2 Entitled Shareholders. GIL shareholders in Singapore and Australia are eligible to participate inthe Demerger and the Rights Issue. The availability of the Rights Issue and the Demerger to GILshareholders not resident in Singapore or Australia may be affected by the laws of the relevantjurisdiction. GIL shareholders who are not resident in Singapore or Australia should informthemselves about, and observe, any applicable requirements.

6.3 Arrangements for Australian Shareholders. GIL will use its best endeavours, subject to allapplicable laws and regulations, to make appropriate arrangements (1) for Australianshareholders of GIL who do not wish to subscribe for their entitlements under the Rights Issueand (2) for the dealing by such shareholders of their Digiland shares. Details of thesearrangements will be provided in the offering document for the Rights Issue and the circular toGIL shareholders.

6.4 DBS Bank. The Development Bank of Singapore Ltd (``DBS Bank'') has been appointed toadvise GIL on the Demerger and to manage the Rights Issue and the listing of Digiland on theSGX-ST.

6.5 Responsibility Statement. The Directors of GIL (including any who may have delegated detailedsupervision of the preparation of this announcement) have taken all reasonable care to ensurethat the facts stated in this announcement are fair and accurate and that no material facts havebeen omitted from this announcement, and they jointly and severally accept responsibilityaccordingly.

By Order of the BoardGES INTERNATIONAL LIMITED

TAN SAN-JUCompany SecretarySingapore, 17 July 2001''

91

APPENDIX 1

PROFILE OF NON-EXECUTIVE CHAIRMAN AND MANAGING DIRECTORTO BE APPOINTED ON THE BOARD OF DIGILAND

Yeong Bou Wai, Daniel, Non-Executive Chairman

Yeong Bou Wai, Daniel is proposed to be appointed as the non-executive Chairman of the Board ofDigiland. Mr. Yeong is currently the Managing Director of GIL. He began his career in the GIL Group asInternational Sales Manager in 1986 and assumed his current position in 1996. As the ManagingDirector of GIL and Executive Vice President of GES, he is responsible for the strategic planning,overall marketing and ®nancial management and operations of the GIL Group. Mr Yeong holds aDiploma in Mechanical Engineering, a Diploma in Sales and Marketing and an Advanced Diploma inBusiness Administration.

Lim Tow Cheng, Managing Director

Lim Tow Cheng is proposed to be appointed as the Managing Director of Digiland. Mr. Lim joined theGIL Group in 1994 as Vice President of Corporate Development and Vice President of Sales andMarketing. He became the Managing Director of Digiland in 1994. In his role as Managing Director,Mr Lim is responsible for the overall co-ordination of the business strategy of Digiland as establishedby its Board of Directors. He also oversees and monitors the implementation of the action plans andpolicies agreed by the Board of Directors to ensure that the relevant performance targets areachieved. In addition, Mr. Lim is responsible for the business planning process and the identi®cationof suitable business opportunities as well as maintaining close business relationships with keysuppliers and customers. Mr. Lim represents the GIL Group on various government committees suchas the e-commerce Specialist Manpower Programme Technical Committee, and chairs the 1999Singapore Dealer Advisory Council of Hewlett Packard.

Mr. Lim has 12 years of experience in strategic planning and international business development. Priorto joining the GIL Group, Mr. Lim worked for the Singapore Trade Development Board, a governmentorganisation responsible for the formulation of Singapore's international trade policies and tradedevelopment plans. He is closely associated with the growth of the Singapore electronics industry inassisting in the development of Singapore as an International Procurement Centre for Electronics.Mr. Lim holds a Bachelor of Social Science degree (Honours in Economics) from the NationalUniversity of Singapore.

92

APPENDIX 2

FINANCIAL EFFECTS OF DEMERGER AND RIGHTS ISSUE

1. ANALYSIS

For illustrative purposes only, set out below is an analysis of the ®nancial effects of the Demergerand the Rights Issue on (1) the share capital, (2) the earnings per share (``EPS'') and (3) the nettangible asset value per share (``NTA'') of the existing GIL Group, the Enlarged GIL Group andthe Pro Forma GIL Group for the year ended, 30 June 2000.

2. SCENARIOS

The analysis considers the scenarios where the number of Eltech shares tendered in acceptanceof the Eltech Offer (when aggregated with the number of Eltech shares held by GIL, whetherpursuant to the Eltech Offer or otherwise) represents:±

(1) the minimum level of acceptances sufficient to make the Eltech Offer unconditional inrespect of acceptances - that is, where GIL has acquired 50 per cent. of the total issuedEltech shares plus one Eltech share (``Scenario A''); and

(2) all the issued Eltech Shares (``Scenario B'').

3. BASES AND ASSUMPTIONS

3.1 Bases and Assumptions. The analysis has been prepared on the following principal bases andassumptions:±

(1) based on the audited financial statements of the existing GIL Group for the financial yearended 30 June 2000;

(2) based on the audited financial statements of the Eltech Group for the financial year ended31 December 2000;

(3) assuming the Eltech Offer, the Demerger and the Rights Issue had been completed as of1 July 1998;

(4) assuming that all Eltech shareholders who accept the Eltech Offer elect to receive new GILshares in consideration for their Eltech shares. On this assumption, approximately 45million new GIL shares will be issued under Scenario A and approximately 90 million newGIL shares will be issued under Scenario B, in each case (a) at an issue price of S$0.80 foreach new GIL share and (b) including the GIL shares issued in consideration for theacquisition by GIL of 44.34 per cent. of Eltech on 27 June 2001;

(5) assuming that the goodwill on the acquisition of Eltech is to be amortised over 20 years inaccordance with the GIL Group accounting policies; and

(6) without having taken account any synergies from the Eltech acquisition.

3.2 Pro Forma Analysis. The objective of the pro forma analysis below is to present what thehistorical consolidated ®nancial position of the existing GIL Group might have been had theEltech Offer, the Demerger and the Rights Issue been completed on 1 July 1998. The pro formaanalysis below has been prepared for illustrative purposes only and does not purport to beindicative of the results and ®nancial position of the existing GIL Group that would have beenattained had the Eltech Offer, the Demerger and the Rights Issue been completed on 1 July1998.

93

3.3 Notice. In setting out the analysis below, no account has been taken of and no adjustmentshave been made in respect of, among other things, the differences in the ®nancial year-end ofthe existing GIL Group (30 June) and of the Eltech Group (31 December). Further, the analysisbelow has been prepared solely on the basis of publicly available information relating to theEltech Group. Had account been taken of, and adjustments made to re¯ect, such differencesand other information relating to the Eltech Group not otherwise publicly available, there can beno assurance that there would be no material differences to the ®nancial effects analysispresented below.

4. PRO FORMA DIGILAND GROUP

The decline in the EPS and NTA per GIL share after the Eltech Offer, the Rights Issue and theDemerger is due to the loss of contribution from Digiland as a result of the Demerger. Suchdecline should approximate the adjusted earnings and the adjusted NTA of the Pro FormaDigiland Group set out in Appendix 3.

5. SCENARIO A

On the bases and assumptions set out above, the following tables show the ®nancial effects ofthe Demerger and the Rights Issue under Scenario A (minimum acceptance):±

Existing GILGroup as of 30

June 2000(audited)

Enlarged GILGroup after

Eltech Offer andbefore Rights

Issue andDemerger

Pro Forma GILGroup afterEltech Offer,

Rights Issue andDemerger

Number of GIL shares (million) 552 597 717

Pro®t attributable to GIL shareholders (S$m) 27 32 25

EPS (cents) 4.89 5.36 3.48

NTA (S$m) 210 241 168

NTA per share (cents) 38.0 40.4 23.4

6. SCENARIO B

On the bases and assumptions set out above, the following tables show the ®nancial effects ofthe Demerger and the Rights Issue under Scenario B (full acceptance):±

Existing GILGroup as of 30

June 2000(audited)

Enlarged GILGroup after

Eltech Offer andbefore Rights

Issue andDemerger

Pro Forma GILGroup afterEltech Offer,

Rights Issue andDemerger

Number of GIL shares (million) 552 642 771

Pro®t attributable to GIL shareholders (S$m) 27 37 30

EPS (cents) 4.89 5.76 3.89

NTA (S$m) 210 273 198

NTA per share (cents) 38.0 42.5 25.7

94

APPENDIX 3

PRO FORMA FINANCIAL STATEMENTS

1. BASIS OF PRESENTATION

1.1 Bases and Assumptions. The pro forma financial information presented below has beenprepared on the following principal bases and assumptions:±

(1) the bases and assumptions stated in paragraph 3.1 of Appendix 2 and assuming that GILhas received only a minimum acceptance pursuant to the Eltech Offer (i.e., Scenario A); and

(2) after making the following adjustments:±

(a) notional adjustments to reflect the investments by Digiland, as if the Pro FormaDigiland Group existed from 1 July 1998;

(b) adjustments to reflect the income and costs relating to distribution activitiespreviously recognised by GES now taken over by the Pro Forma Digiland Group;

(c) adjustments to reflect the allocation of depreciation charges on building and otherfixed assets of GES utilised by the Pro Forma Digiland Group; and

(d) notional interest, at the prevailing inter-bank rate plus one per cent., charged by thePro Forma GIL Group for funding provided to the Pro Forma Digiland Group.

1.2 Pro Forma Analysis. The objective of the pro forma ®nancial information presented below is topresent what the ®nancial position of the Enlarged GIL Group, the Pro Forma GIL Group and thePro Forma Digiland Group might have been had they been in existence since 1 July 1998. Thepro forma ®nancial information below has been prepared for illustrative purposes only and doesnot purport to be indicative of the results and ®nancial position of the Enlarged GIL Group, thePro Forma GIL Group and the Pro Forma Digiland Group that would have been attained had theybeen in existence since 1 July 1998.

1.3 Notice. In setting out the analysis below, no account has been taken of and no adjustmentshave been made in respect of, among other things, the differences in the ®nancial year-end ofthe existing GIL Group (30 June) and of the Eltech Group (31 December). Further, the analysisbelow has been prepared solely on the basis of publicly available information relating to theEltech Group. Had account been taken of, and adjustments made to re¯ect, such differencesand other information relating to the Eltech Group not otherwise publicly available, there can beno assurance that there would be no material differences to the ®nancial effects analysispresented below.

95

2. SUMMARISED UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEETS AS OF30 JUNE 2000

Enlarged Pro Forma Pro Forma

GIL Group GIL Group Digiland Group

Fixed assets 64,181 55,175 9,006

Goodwill on consolidation 16,079 13,272 2,807

Other non-current assets 4,309 3,877 2,663

Current assets 528,454 399,760 263,024

Current liabilities (299,952) (182,682) (251,600)

Net current assets 228,502 217,078 11,424

Non-current liabilities (10,993) (9,403) (3,824)

302,078 279,999 22,076

Share equity and reserves 258,946 245,254 13,692

Minority interest 43,132 34,745 8,384

302,078 279,999 22,076

3. SUMMARISED UNAUDITED PRO FORMA CONSOLIDATED PROFIT AND LOSSSTATEMENTS FOR THE YEAR ENDED 30 JUNE 2000

Enlarged Pro Forma Pro Forma

GIL Group GIL Group Digiland Group

Turnover 1,413,224 520,389 1,094,872

Pro®t before tax 44,355 32,388 11,967

Tax (5,627) (1,640) (3,987)

Pro®t after tax 38,728 30,748 7,980

Minority interest (6,770) (5,745) (1,025)

Pro®t attributable to members of the company 31,958 25,003 6,955

96

APPENDIX VII

ADDITIONAL INFORMATION ON ELTECH

The following information relating to Eltech has been extracted from published or otherwise publiclyavailable sources.

1. DIRECTORS

The names, addresses and descriptions of the directors of Eltech are as follows:±

Name Address Description

Tan Cheow Koon 15 Bright Hill Crescent, Singapore 579674 Chairman

Tan Geh 15 Merryn Road, Singapore 289464 Managing Director

Lim Seak Koon 1 Greenleaf Avenue, Singapore 279583 Director

Lum Tain Fore 20 Tua Kong Walk, Singapore 455317 Director

Chua Phuay Hee 107 Dunbar Walk, Singapore 459416 Director

Yeo Wee Kiong 75 Coronation Road, Singapore 269471 Director

2. FINANCIAL SUMMARY

A summary of the audited consolidated results of the Eltech Group for the last five financial yearsended December 31, 2000, as extracted from the audited financial statements of Eltech is setout below:±

------------------------------------------------------- Audited-------------------------------------------------------

For the Year ended December 31

S$'000 1996 1997 1998 1999 2000

Turnover 112,211 147,109 128,001 174,496 168,668

Pro®t/(loss) before taxation and minority interests 264 (14,461) (1,773) 9,915 14,672

Taxation (218) (4,489) (1,899) (950) (3,565)

Pro®t/(loss) after taxation 46 (18,950) (3,672) 8,965 11,107

Minority interests Ð 12,679 37 (2) 3

Pro®t/(loss) before extraordinary items 46 (6,271) (3,635) 8,963 11,110

Extraordinary items 2,990 (1,043) Ð Ð Ð

Pro®t/(loss) attributable to shareholders 3,036 (7,314) (3,635) 8,963 11,110

Weighted average number of ordinary shares inissue ('000) 171,921 205,001 205,001 215,474 225,706

Earnings/(loss) per share (cents) 0.03 (3.06) (1.77) 4.16 4.92

Gross dividend per share (cents) Ð Ð Ð 0.5 4.5

97

3. STATEMENT OF ASSETS AND LIABILITIES

A summary of the consolidated assets and liabilities of the Eltech Group, based upon itsconsolidated audited balance sheets as at December 31, 1999 and December 31, 2000, is setout below:±

1999 2000

$'000 $'000

Current assets

Cash and cash equivalents 19,549 22,111

Receivables 44,040 31,095

Inventories 32,800 38,518

Development properties 9,640 10,781

Other current assets 353 1,492

Short term investments Ð 9,519

106,382 113,516

Non-current assets

Investments in subsidiaries Ð Ð

Investment in an associate 4 8

Long term investments 74 61

Property, plant and equipment 9,253 12,955

9,331 13,024

Total assets 115,713 126,540

Current liabilities

Trade and other payables 28,715 28,756

Current tax 2,172 923

Borrowings 17,559 18,968

Proposed dividends Ð 9,029

Non-current liabilities

Borrowings 5,203 4,800

Deferred tax 43 Ð

5,246 4,800

Total liabilities 53,692 62,476

Net assets 62,021 64,064

Share capital and reserves

Share capital 56,427 56,427

Share premium 9,761 9,761

Foreign currency translation reserve (5,045) (3,954)

Retained pro®ts/(accumulated losses) 622 1,574

Interests of shareholders of the Company 61,765 63,808

Minority interests 256 256

62,021 64,064

4. CHANGES IN FINANCIAL POSITION

There has not been, within the knowledge of the directors of the Offeror, any publicly knownmaterial change in the ®nancial position or prospects of the Eltech Group since December 31,2000, being the date of its last audited consolidated balance sheet laid before the members ofEltech in general meeting, save as may have been disclosed by Eltech in its annual report for theyear ended December 31, 2000 and its announcement dated June 27, 2001 of its unauditedinterim results for the 4-month period ended April 30, 2001.

5. REGISTERED OFFICE

The registered of®ce of Eltech is at 20 Raf¯es Place, 17-00, Ocean Towers, Singapore 048620.#

98

APPENDIX VIII

UNAUDITED INTERIM RESULTS OF THE ELTECH GROUPFOR THE 4-MONTH PERIOD ENDED APRIL 30, 2001

The following has been reproduced from an announcement made by Eltech on June 27, 2001.

``Further to the announcement released by Eltech Electronics Limited (the ``Company'') on 27 June2001 in relation to the mandatory conditional offer to be made by GES International Limited (``GIL'')to shareholders of the Company (``Shareholders'') for all the ordinary shares of S$0.25 each in thecapital of the Company (``Shares'') not already owned or controlled by GIL and parties acting inconcert with it, the Board of Directors of the Company (the ``Board'') wishes to inform that after theexecution of the sale and purchase agreements between GIL and Tan Cheow Koon (Pte) Ltd andGlobal Development Investments Pte Ltd respectively, the Company had made available to GIL incon®dence the consolidated management accounts of the Company and its subsidiaries for the®nancial period ended 30 April 2001 (the ``Interim Accounts'') for the purpose of GIL's due diligenceexercise.

Pursuant to the Singapore Code on Take-overs and Mergers (the ``Code''), when a take-over iscontemplated, information about companies involved in a take-over should be made equallyavailable to all shareholders as nearly as possible at the same time and in the same manner.Notwithstanding that this general principle does not apply to the furnishing of information incon®dence by an offeree company to a bona ®de potential offeror or vice versa and the Company isnot required to make available the Interim Accounts to Shareholders under the Code, the Boardwishes to announce the Interim Accounts, as attached, in observation of the spirit of the Code andto ensure that any information contained in the Interim Accounts which may be likely materially toaffect the price of Eltech shares is similarly made available to all Shareholders as well as publicinvestors.

CAUTION: The Board wishes to bring to the speci®c attention of Shareholders that theInterim Accounts are management accounts prepared by the management of theCompany, and have neither been audited nor reviewed by the auditors of the Company,and that the release of the Interim Accounts to the Shareholders is solely for the purposeof making it equally available to Shareholders in view of it being previously disclosed toGIL. The Interim Accounts are not released in the manner required in accordance withthe listing rules relating to half-year and full year ®nancial statements of the Companyand therefore should not be viewed as presenting the same information as such ®nancialstatements. Accordingly, Shareholders should not rely on the Interim Accounts for anypurpose without ®rst consulting their professional advisers.

The Directors of the Company (including those who have delegated detailed supervision of thisAnnouncement) have taken all reasonable care to ensure that the facts stated in this Announcementare fair and accurate and that no material facts have been omitted and they jointly and severallyaccept responsibility accordingly.

99

Financial statement on consolidated results for the four months ended 30 April 2001. These figureshave not been audited.

Group Company

S$'000 % S$'000 %

LatestJan-Apr

2001

PreviousJan-Apr

2000

Change LatestJan-Apr

2001

PreviousJan-Apr

2000

Change

1.(a) Turnover 65,788 52,491 25.3 0 0 Ð

1.(b) Investment income 0 0 Ð 360 0 100

1.(c) Other income including interestincome

397 304 30.6 510 429 18.9

2.(a) Operating pro®t before incometax, minority interest,extraordinary items, interest onborrowings, depreciation andamortisation, foreign exchangegain/(loss) and exceptionalitems

3,317 2,943 12.7 731 358 104.2

2.(b)(i) Interest on borrowings (436) (342) (27.5) (185) (144) (28.5)

2.(b)(ii) Depreciation and amortisation (1,138) (821) (38.6) 0 0 Ð

2.(b)(iii) Foreign exchange gain/(loss) 838 505 65.9 (47) 62 (175.8)

2.(c) Exceptional items 0 0 Ð 0 0 Ð

2.(d) Operating pro®t before incometax, minority interests andextraordinary items but afterinterest on borrowings,depreciation and amortisation,foreign exchange gain/(loss)and exceptional items

2,581 2,285 13.0 499 276 80.8

2.(e) Income derived fromassociated companies

0 0 Ð 0 0 Ð

2.(f) Less income tax (758) (728) (4.1) (27) 0 (100)

2.(g)(i) Operating pro®t after tax beforededucting minority interests

1,823 1,557 17.1 472 276 71.0

2.(g)(ii) Less minority interests 0 0 Ð 0 0 Ð

2.(h) Operating pro®t after taxattributable to members of thecompany

1,823 1,557 17.1 472 276 71.0

2.(i)(i) Extraordinary items 0 0 Ð 0 0 Ð

2.(i)(ii) Less minority interests 0 0 Ð 0 0 Ð

2.(i)(iii) Extraordinary items attributableto members of the company

0 0 Ð 0 0 Ð

2.(i)(iv) Transfer to/from ExchangeReserve

0 0 Ð 0 0 Ð

2.(i)(v) Transfer to Capital Reserve 0 0 Ð 0 0 Ð

2.(i)(vi) Transfer to Reserve Fund 0 0 Ð 0 0 Ð

2.(j) Operating pro®t after tax andextraordinary items attributableto members of the company

1,823 1,557 17.1 472 276 71.0

100

April 2001S$'000

April 2000S$'000

(a) Turnover:

Contract manufacturing 56,227 50,555

Real estate 9,561 1,936

Total 65,788 52,491

(b) Pro®t/(loss) before interest and tax:

Contract manufacturing 2,456 2,332

Real estate (12) 0

Others 176 (9)

Total 2,620 2,323

(c) Attributable pro®t/(loss) before extraordinary items:

Contract manufacturing 1,351 1,281

Real estate 0 0

Others 472 276

Total 1,823 1,557

(d) Assets employed:

Contract manufacturing 122,711 92,715

Real estate 13,306 9,051

Others 22,198 12,346

Total 158,215 114,112

BALANCE SHEET

CompanyS$'000

GroupS$'000

Non-current Assets

Fixed Assests 389 12,817

Subsidiary Companies 9,887 0

Investments 61 61

Current Assets 53,241 145,337

Current & non-current Liabilities (18,240) (91,055)

Total 45,338 67,160

Share capital and reserves:

Share capital 56,427 56,427

Share premium account 9,760 9,760

Foreign currency translation losses 0 (2,678)

Accumulated Pro®t (20,849) 3,397

45,338 66,906

Minority Interest 0 254

45,338 67,160

Submitted by TAN GEH, MANAGING DIRECTOR on 27/06/2001 to the SGX''

101

APPENDIX IX

UNAUDITED PROFORMA CONSOLIDATED FINANCIAL STATEMENTSOF THE GIL GROUP AND THE ENLARGED GIL GROUP

Unaudited Proforma Consolidated Pro®t and Loss Statements

The following sets out the adjustments made to the unaudited proforma consolidated statements ofpro®t and loss of the enlarged GIL Group, which should be read in conjunction with the basis ofpreparation of the unaudited proforma ®nancial statements set out on page 104 of this OfferDocument.

GIL GroupFor the yearended June

30, 2000

Eltech GroupFor the year

ended December31, 2000 Combined

ProformaAdjustments

ProformaTotal

S$'000 S$'000 S$'000 S$'000 S$'000

Turnover 1,244,556 168,668 1,413,224 1,413,224

Cost of sales (1,139,792) (148,473) (1,288,265) (1,288,265)

Gross margin 104,764 20,195 124,959 124,959

Other operating income 10,819 3,657 14,476 14,476

Selling and Distributionexpenses (22,313) (4,592) (26,905) (26,905)

Administrative expenses (56,359) (5,839) (62,198) (262) (62,460)

Pro®t from operations 36,911 13,421 50,332 50,070

Financial (expenses)income Ð net (6,750) 1,251 (5,499) (5,499)

Operating pro®t 30,161 14,672 44,833 44,571

Share of associate's loss (216) Ð (216) (216)

Pro®t before tax 29,945 14,672 44,617 44,355

Tax (2,062) (3,565) (5,627) (5,627)

Pro®t after tax 27,883 11,107 38,990 38,728

Minority interest (1,220) 3 (1,217) (5,553) (6,770)

Pro®t attributable toMembers of theCompany 26,663 11,110 37,773 31,958

Accumulated pro®ts,beginning balances 15,822 622 16,444 (622) 15,822

Dividends (6,626) (10,158) (16,784) 5,079 (11,705)

Accumulated pro®ts,ending balances 35,859 1,574 37,433 36,075

102

Unaudited Proforma Consolidated Balance Sheet

The following sets out the adjustments made to the unaudited proforma consolidated balance sheet ofthe enlarged GIL Group, which should be read in conjunction with the basis of preparation of theunaudited proforma financial statements as set out on page 104 of this Offer Document.

GIL Group Asat June 30,

2000

Eltech Group Asat December

31, 2000 CombinedProforma

AdjustmentsProforma

Total

S$'000 S$'000 S$'000 S$'000 S$'000

Fixed assets 51,226 12,955 64,181 64,181

Investment in associatedcompanies 1,958 8 1,966 1,966

Other investments 185 61 246 246

Investment properties 488 Ð 488 488

Goodwill on consolidation 11,110 Ð 11,110 4,969 16,079

Pre-operating expenses 160 Ð 160 160

Deferred expenditure 1,449 Ð 1,449 1,449

Current assets 414,938 113,516 528,454 528,454

Current liabilities (241,926) (57,676) (299,602) (350) (299,952)

Net current assets 173,012 55,840 228,852 228,502

Non-current liabilities (6,193) (4,800) (10,993) (10,993)

233,395 64,064 297,459 302,078

Share capital 110,438 56,427 166,865 (47,399) 119,466

Share premium 76,619 9,761 86,380 16,974 103,354

Capital reserves 58 Ð 58 58

Accumulated pro®ts 35,859 1,574 37,433 (1,358) 36,075

Translation reserves (552) (3,954) (4,506) 4,499 (7)

222,422 63,808 286,230 258,946

Minority interest 10,973 256 11,229 31,903 43,132

233,395 64,064 297,459 302,078

103

Basis of preparation of the unaudited proforma ®nancial statements

The unaudited proforma consolidated ®nancial statements of the enlarged GIL Group have beenprepared solely for illustrative purposes only and sets out the historical information relating to theenlarged GIL Group had it been in existence from the beginning of the period under review. They arenot necessarily indicative of the actual operations or the related effects on the ®nancial position thatwould have been attained if the enlarged GIL Group actually existed from the beginning of the periodunder review.

Set out below are the principal bases and assumptions underlying the preparation of the unauditedproforma consolidated ®nancial statements set out on pages 102 to 103 of this Offer Document:

1. The unaudited proforma consolidated ®nancial statements have been prepared using the auditedconsolidated ®nancial statements of GIL Group for the year ended June 30, 2000 and theaudited consolidated ®nancial statements of Eltech Group for the year ended December 31,2000.

There were no inter-company balances and transactions between the two groups and theunaudited proforma consolidated ®nancial statements re¯ect external transactions only.

2. The unaudited proforma consolidated ®nancial statements assume the enlarged GIL Group wasformed at the beginning of the period under review with the GIL Group acquiring 50 per cent plus1 ordinary share of the paid-up share capital in Eltech.

3. GIL issued 40,031,760 New GIL Shares to the Vendors pursuant to the Acquisition.

4. GIL will issue 5,109,700 New GIL Shares to Eltech Shareholders pursuant to the Offer wherebyacceptances of the Offer received represents the minimum number of acceptances suf®cient tomake the offer unconditional.

5. The issue price of each New GIL Share is S$0.80.

6. The proforma goodwill of approximately S$5.2 million arising from the acquisition of EltechGroup is amortised on a straight-line basis over a period of 20 years through the pro®t and lossaccounts.

7. The notional adjustment made in the unaudited proforma consolidated ®nancial statements tore¯ect dividends declared by Eltech amounting to S$10,158,000 to the shareholders of GIL andminority shareholders of Eltech.

104

APPENDIX X

ADDITIONAL STATUTORY AND GENERAL INFORMATION

1. DISCLOSURE OF INTERESTS

(a) Save as disclosed on page 5 of this Offer Document, neither the Offeror nor any partydeemed to be acting in concert with the Offeror owns, controls, or has agreed to acquireany Eltech Shares as at the Latest Practicable Date.

(b) Save as disclosed on page 5 of this Offer Document, neither the Offeror nor any partydeemed to be acting in concert with the Offeror has dealt for value in any Eltech Sharesduring the period commencing twelve months prior to May 28, 2001 (being the date of theannouncement of the Offer) and ending on the Latest Practicable Date.

(c) Neither the Offeror nor any party deemed to be acting in concert with the Offeror, hasreceived any irrevocable undertakings from any holder of the Offer Shares to accept orreject the Offer as at the Latest Practicable Date.

(d) Save as disclosed in Appendix III, no party deemed to be acting in concert with the Offerorowns or controls any GIL Shares as at the Latest Practicable Date.

(e) Save as disclosed in paragraph 3 below, neither the Directors nor any party deemed to beacting in concert with the Offeror has dealt for value in any GIL Shares during the periodcommencing twelve months prior to May 28, 2001 (being the date of the announcementof the Offer) and ending on the Latest Practicable Date.

(f) Save as disclosed in paragraph 1(g) below, there is no agreement, arrangement orunderstanding between the Offeror or any party acting in concert with the Offeror and anyof the present or recent directors of Eltech or present or recent Eltech Shareholders whichhas any connection with or is dependent upon the Offer.

(g) By way of disclosure, GIL intends to recommend that the Eltech board of directors offer animproved contract of service to Tan Geh, the present managing director of Eltech. Theterms of the proposed contract of service have not been finalised but it is intended thatthey shall include an increase in monthly salary and a profit sharing component whichshall be in line with that offered to the senior management of GIL. GIL believes that TanGeh's experience and leadership will be essential in the integration of the two companiesand will provide continuity and stability in the operations of Eltech.

By way of disclosure, GIL has engaged a company, in which a Director has an interest, toprovide consultancy services to GIL in connection with the Offer for a fixed consultancy feewhich is not dependent on the outcome of the Offer, in accordance with the provisions ofArticle 92 of the Articles of Association of GIL.

Save as disclosed above, there is no agreement, arrangement or understanding betweenthe Offeror or any party acting in concert with it and any director of the Offeror or Eltechwhereby the total emoluments received or to be received by the directors of the Offeror orEltech will be affected or varied as a consequence of the Offer.

(h) There is no agreement or arrangement whereby any of the Offer Shares acquired by theOfferor pursuant to the Offer will or may be transferred to any other person.

(i) The Offer is not conditional upon Eltech approving or consenting to any payment or otherbene®ts being made or given to any directors of Eltech or to any director of any corporationwhich is by virtue of Section 6 of the Companies Act deemed to be related to Eltech, ascompensation or loss of of®ce or as its consideration for, or in connection with, hisretirement from of®ce.

105

2. GENERAL

(a) As far as the directors of the Offeror are aware, there has been no material change in theinformation set out in Appendix II of this Offer Document as at the Latest Practicable Datesave as disclosed in this Offer Document.

(b) Each of BNP Paribas, Arthur Andersen and DBS Bank has given and not withdrawn itswritten consent to the issue of this Offer Document with the inclusion herein of its nameand letter and all references thereto in the form and context in which they respectivelyappear.

(c) All costs and expenses of or incidental to the Offer including the preparation and circulationof the Offer Document, the FAT and the FAA (other than professional fees and other costsrelating to the Offer or any revision thereof incurred or to be incurred by Eltech) and stampduty and transfer fees resulting from acceptances of the Offer will be paid by the Offeror.

3. DEALINGS IN GIL SHARES

The dealings of the Directors and parties deemed to be acting in concert with the Offeror duringthe period commencing twelve months prior to May 28, 2001 and ending on the LatestPracticable Date is set out below.

(a) Dealings by Directors

Name DateNature of

TransactionTransaction

Price (S$)Number ofGIL Shares

Yeong Bou Wai July 17, 2000 Disposal 1.8214 500,000

Yeong Bou Wai July 18, 2000 Disposal 1.8144 151,000

Ong Seow Yong March 20, 2001 Disposal 0.8290 152,000

Ong Seow Yong March 21, 2001 Disposal 0.8150 20,000

Ong Seow Yong March 27, 2001 Disposal 0.7984 190,000

Ong Seow Yong April 3, 2001 Disposal 0.5670 585,000

Ong Seow Yong April 4, 2001 Disposal 0.5598 415,000

(b) Dealings by Parties Deemed to be Acting in Concert with the Offeror

Name DateNature of

TransactionTransaction

Price (S$)Number ofGIL Shares

BNPPPS May 29, 2000 Purchase 1.5200 10,000

BNPPPS May 29, 2000 Disposal 1.5100 10,000

BNPPPS May 30, 2000 Purchase 1.4200 10,000

BNPPPS May 30, 2000 Disposal 1.4300 10,000

BNPPPS June 7, 2000 Purchase 1.8100 15,000

BNPPPS June 7, 2000 Disposal 1.8200 15,000

BNPPPS June 12, 2000 Purchase 1.8250 20,000

BNPPPS June 12, 2000 Disposal 1.8200 20,000

BNPPPS July 19, 2000 Purchase 1.7800 5,000

BNPPPS July 19, 2000 Disposal 1.7900 5,000

BNPPPS July 26, 2000 Purchase 1.7700 5,000

BNPPPS July 26, 2000 Disposal 1.7400 5,000

BNPPPS August 10, 2000 Purchase 1.5400 10,000

106

Name DateNature of

TransactionTransaction

Price (S$)Number ofGIL Shares

BNPPPS August 10, 2000 Disposal 1.5600 10,000

BNPPPS August 11, 2000 Purchase 1.5800 20,000

BNPPPS August 11, 2000 Disposal 1.5900 20,000

BNPPPS August 30, 2000 Purchase 1.6400 5,000

BNPPPS August 30, 2000 Disposal 1.6500 5,000

BNPPPS October 20, 2000 Purchase 1.3300 10,000

BNPPPS October 20, 2000 Disposal 1.3400 10,000

BNPPPS October 23, 2000 Purchase 1.3200 10,000

BNPPPS October 23, 2000 Disposal 1.3300 10,000

BNPPPS October 25, 2000 Purchase 1.2500 10,000

BNPPPS October 25, 2000 Disposal 1.2600 10,000

BNPPPS November 1, 2000 Purchase 1.5100 20,000

BNPPPS November 1, 2000 Disposal 1.5100 20,000

BNPPPS November 2, 2000 Purchase 1.5000 10,000

BNPPPS November 2, 2000 Disposal 1.5100 10,000

BNPPPS November 7, 2000 Purchase 1.4800 10,000

BNPPPS November 7, 2000 Disposal 1.4900 10,000

BNPPPS November 9, 2000 Purchase 1.4900 10,000

BNPPPS November 9, 2000 Disposal 1.5100 10,000

BNPPPS November 20, 2000 Purchase 1.4000 9,000

BNPPPS November 20, 2000 Disposal 1.3900 9,000

BNPPPS November 27, 2000 Purchase 1.3300 10,000

BNPPPS November 27, 2000 Disposal 1.3400 10,000

BNPPPS November 30, 2000 Purchase 1.2000 10,000

BNPPPS November 30, 2000 Disposal 1.2100 10,000

BNPPPS January 4, 2001 Purchase 1.1300 10,000

BNPPPS January 4, 2001 Disposal 1.1400 10,000

BNPPPS January 5, 2001 Purchase 1.1300 7,000

BNPPPS January 5, 2001 Disposal 1.1400 7,000

BNPPPS January 22, 2001 Purchase 1.1800 20,000

BNPPPS January 22, 2001 Disposal 1.1800 20,000

BNPPPS February 12, 2001 Purchase 1.1700 6,000

BNPPPS February 12, 2001 Disposal 1.1700 6,000

BNPPPS March 15, 2001 Purchase 0.8350 20,000

BNPPPS March 15, 2001 Disposal 0.8350 20,000

BNPPPS April 6, 2001 Purchase 0.6650 20,000

BNPPPS April 6, 2001 Disposal 0.6700 20,000

BNPPPS May 3, 2001 Purchase 0.8350 30,000

BNPPPS May 3, 2001 Disposal 0.8400 30,000

BNPPPS May 4, 2001 Purchase 0.7800 50,000

107

Name DateNature of

TransactionTransaction

Price (S$)Number ofGIL Shares

BNPPPS May 4, 2001 Disposal 0.7850 50,000

BNPPPS May 22, 2001 Purchase 0.8550 20,000

BNPPPS May 22, 2001 Disposal 0.8400 20,000

For the purpose of this table, BNPPPS refers to BNP Paribas Peregrine Securities Pte Ltd,a subsidiary of BNP Paribas S.A..

4. MARKET QUOTATIONS

The following table sets out the highest, lowest and last transacted share prices and tradingvolume of GIL Shares and Eltech Shares on the SGX-ST on a monthly basis from May 2000 toApril 2001 (as reported in the Pulses Journal which is a monthly publication of the SGX-ST), andon a daily basis from May 1, 2001 to the Latest Practicable Date (as reported by Bloomberg):±

GIL Shares

Monthly Trades ---------------------- Price Per GIL Share ---------------------

Date High LowLast

Transacted Volume

(S$) (S$) (S$) ('000)

2000

May 2.270 1.370 1.380 119,598

June 1.950 1.370 1.710 156,545

July 1.980 1.670 1.710 100,001

August 1.770 1.500 1.620 74,116

September 1.760 1.430 1.450 53,482

October 1.450 1.160 1.420 146,181

November 1.620 1.180 1.190 255,233

December 1.330 1.130 1.160 61,027

2001

January 1.230 1.000 1.210 65,490

February 1.280 1.040 1.100 83,394

March 1.090 0.660 0.675 148,150

April 0.775 0.535 0.770 264,651

Daily Trades

May 1 ---------------------------------------------------------- Public Holiday ---------------------------------------------------------

2 0.825 0.785 0.820 25,149

3 0.840 0.790 0.790 20,231

4 0.815 0.775 0.815 8,821

5 ----------------------------------------------------------------- Saturday ----------------------------------------------------------------

6 ------------------------------------------------------------------- Sunday ------------------------------------------------------------------

7 ---------------------------------------------------------- Public Holiday ---------------------------------------------------------

8 0.825 0.810 0.825 5,345

9 0.820 0.785 0.785 6,448

10 0.810 0.785 0.810 4,919

11 0.810 0.795 0.805 5,260

12 ----------------------------------------------------------------- Saturday ----------------------------------------------------------------

13 ------------------------------------------------------------------- Sunday ------------------------------------------------------------------

14 0.805 0.775 0.780 4,016

108

Daily Trades ---------------------- Price Per GIL Share ---------------------

Date High LowLast

Transacted Volume

(S$) (S$) (S$) ('000)

May 15 0.800 0.775 0.785 7,807

16 0.790 0.755 0.755 9,156

17 0.805 0.785 0.790 9,512

18 0.795 0.770 0.770 3,672

19 ----------------------------------------------------------------- Saturday ----------------------------------------------------------------

20 ------------------------------------------------------------------- Sunday ------------------------------------------------------------------

21 0.815 0.790 0.815 11,817

22 0.900 0.835 0.900 31,730

23 0.915 0.875 0.890 12,608

24 -------------------------------------------------------------- Suspended -------------------------------------------------------------

25 -------------------------------------------------------------- Suspended -------------------------------------------------------------

26 ----------------------------------------------------------------- Saturday ----------------------------------------------------------------

27 ------------------------------------------------------------------- Sunday ------------------------------------------------------------------

28 -------------------------------------------------------------- Suspended -------------------------------------------------------------

29 0.840 0.805 0.815 15,006

30 0.810 0.760 0.770 10,225

31 0.805 0.740 0.800 15,074

June 1 0.810 0.775 0.775 4,159

2 ----------------------------------------------------------------- Saturday ----------------------------------------------------------------

3 ------------------------------------------------------------------- Sunday ------------------------------------------------------------------

4 0.795 0.775 0.780 4,577

5 0.815 0.775 0.790 8,677

6 0.840 0.790 0.820 12,807

7 0.840 0.800 0.810 7,287

8 0.845 0.825 0.835 10,783

9 ----------------------------------------------------------------- Saturday ----------------------------------------------------------------

10 ------------------------------------------------------------------- Sunday ------------------------------------------------------------------

11 0.830 0.805 0.810 3,947

12 0.805 0.790 0.795 5,350

13 0.820 0.795 0.800 7,559

14 0.825 0.785 0.790 9,162

15 0.830 0.775 0.815 13,578

16 ----------------------------------------------------------------- Saturday ----------------------------------------------------------------

17 ------------------------------------------------------------------- Sunday ------------------------------------------------------------------

18 0.800 0.785 0.800 3,681

19 0.795 0.780 0.790 2,550

20 0.785 0.770 0.775 2,985

21 0.790 0.765 0.770 4,749

22 0.785 0.770 0.780 2,769

23 ----------------------------------------------------------------- Saturday ----------------------------------------------------------------

24 ------------------------------------------------------------------- Sunday ------------------------------------------------------------------

25 0.785 0.775 0.775 1,189

26 0.785 0.765 0.775 1,664

27 0.800 0.770 0.785 8,062

28 0.790 0.770 0.770 1,397

29 0.785 0.760 0.770 2,384

109

Daily Trades ---------------------- Price Per GIL Share ---------------------

Date High LowLast

Transacted Volume

(S$) (S$) (S$) ('000)

June 30 ----------------------------------------------------------------- Saturday ----------------------------------------------------------------

July 1 ------------------------------------------------------------------- Sunday ------------------------------------------------------------------

2 0.775 0.755 0.760 1,297

3 0.765 0.745 0.750 1,997

4 0.755 0.720 0.725 2,777

5 0.735 0.725 0.725 1,272

6 0.725 0.700 0.705 2,121

7 ----------------------------------------------------------------- Saturday ----------------------------------------------------------------

8 ------------------------------------------------------------------- Sunday ------------------------------------------------------------------

9 0.700 0.675 0.700 2,164

10 0.730 0.695 0.730 3,087

11 0.780 0.705 0.755 12,301

12 0.795 0.770 0.780 6,186

13 0.800 0.750 0.750 3,747

14 ----------------------------------------------------------------- Saturday ----------------------------------------------------------------

15 ------------------------------------------------------------------- Sunday ------------------------------------------------------------------

16 0.765 0.735 0.755 1,930

Source: Pulses Journal and Bloomberg

Eltech Shares

Monthly Trades ------------------ Price Per Eltech Share -----------------

Date High LowLast

Transacted Volume

(S$) (S$) (S$) ('000)

2000

May 0.380 0.285 0.290 1,857

June 0.335 0.285 0.310 1,808

July 0.350 0.295 0.295 2,694

August 0.330 0.285 0.290 2,093

September 0.295 0.255 0.280 780

October 0.260 0.230 0.255 664

November 0.300 0.235 0.250 1,095

December 0.255 0.230 0.235 965

2001

January 0.240 0.220 0.230 1,523

February 0.345 0.225 0.305 12,972

March 0.360 0.290 0.290 20,851

April 0.310 0.230 0.250 5,580

Daily Trades

May 1 ---------------------------------------------------------- Public Holiday ---------------------------------------------------------

2 0.270 0.250 0.265 1,291

3 0.265 0.255 0.255 192

4 0.260 0.255 0.255 99

5 ----------------------------------------------------------------- Saturday ----------------------------------------------------------------

110

Daily Trades ------------------ Price Per Eltech Share -----------------

Date High LowLast

Transacted Volume

(S$) (S$) (S$) ('000)

May 6 ------------------------------------------------------------------- Sunday ------------------------------------------------------------------

7 ---------------------------------------------------------- Public Holiday ---------------------------------------------------------

8 0.265 0.260 0.260 50

9 0.255 0.250 0.255 111

10 0.255 0.255 0.255 133

11 0.255 0.255 0.255 10

12 ----------------------------------------------------------------- Saturday ----------------------------------------------------------------

13 ------------------------------------------------------------------- Sunday ------------------------------------------------------------------

14 0.255 0.250 0.255 133

15 0.260 0.255 0.260 100

16 0.300 0.260 0.285 3,337

17 0.300 0.285 0.285 1,284

18 0.290 0.275 0.275 891

19 ----------------------------------------------------------------- Saturday ----------------------------------------------------------------

20 ------------------------------------------------------------------- Sunday ------------------------------------------------------------------

21 0.280 0.275 0.275 205

22 0.325 0.275 0.310 7,313

23 -------------------------------------------------------------- Suspended -------------------------------------------------------------

24 -------------------------------------------------------------- Suspended -------------------------------------------------------------

25 -------------------------------------------------------------- Suspended -------------------------------------------------------------

26 ----------------------------------------------------------------- Saturday ----------------------------------------------------------------

27 ------------------------------------------------------------------- Sunday ------------------------------------------------------------------

28 -------------------------------------------------------------- Suspended -------------------------------------------------------------

29 0.345 0.335 0.340 14,997

30 0.345 0.340 0.340 3,434

31 0.340 0.335 0.340 4,024

June 1 0.340 0.340 0.340 2,268

2 ----------------------------------------------------------------- Saturday ----------------------------------------------------------------

3 ------------------------------------------------------------------- Sunday ------------------------------------------------------------------

4 0.345 0.340 0.340 2,230

5 0.345 0.340 0.340 851

6 0.345 0.340 0.340 682

7 0.345 0.340 0.340 523

8 0.345 0.340 0.340 310

9 ----------------------------------------------------------------- Saturday ----------------------------------------------------------------

10 ------------------------------------------------------------------- Sunday ------------------------------------------------------------------

11 0.355 0.340 0.345 2,028

12 0.345 0.340 0.340 251

13 0.345 0.340 0.345 82

14 0.350 0.340 0.345 1,294

15 0.350 0.345 0.350 1,930

16 ----------------------------------------------------------------- Saturday ----------------------------------------------------------------

17 ------------------------------------------------------------------- Sunday ------------------------------------------------------------------

18 0.345 0.340 0.340 447

19 0.345 0.340 0.345 1,130

20 0.345 0.340 0.340 163

111

Daily Trades ------------------ Price Per Eltech Share -----------------

Date High LowLast

Transacted Volume

(S$) (S$) (S$) ('000)

June 21 0.340 0.340 0.340 663

22 0.345 0.340 0.340 70

23 ----------------------------------------------------------------- Saturday ----------------------------------------------------------------

24 ------------------------------------------------------------------- Sunday ------------------------------------------------------------------

25 0.345 0.340 0.340 159

26 0.345 0.340 0.340 414

27 0.345 0.340 0.340 269

28 0.345 0.340 0.345 163

29 0.345 0.340 0.340 164

30 ----------------------------------------------------------------- Saturday ----------------------------------------------------------------

July 1 ------------------------------------------------------------------- Sunday ------------------------------------------------------------------

2 0.345 0.340 0.340 290

3 0.340 0.340 0.340 194

4 0.345 0.340 0.340 508

5 0.345 0.340 0.340 374

6 0.345 0.340 0.340 365

7 ----------------------------------------------------------------- Saturday ----------------------------------------------------------------

8 ------------------------------------------------------------------- Sunday ------------------------------------------------------------------

9 0.340 0.340 0.340 674

10 0.340 0.340 0.340 525

11 0.345 0.340 0.340 273

12 0.340 0.340 0.340 157

13 0.345 0.340 0.340 60

14 ----------------------------------------------------------------- Saturday ----------------------------------------------------------------

15 ------------------------------------------------------------------- Sunday ------------------------------------------------------------------

16 0.345 0.340 0.340 2,482

Source: Pulses Journal and Bloomberg

112

5. DOCUMENTS FOR INSPECTION

Copies of the following documents may be inspected at the registered office of the Offeror at 28Marsiling Lane, Singapore 739152, during normal business hours while the Offer remains openfor acceptances:±

(a) the Memorandum and Articles of Association of GIL;

(b) the audited accounts of the GIL Group for the last two financial years ended June 30, 1999and June 30, 2000;

(c) the unaudited interim results of the GIL Group for the six months ended December 31,2000;

(d) the Accountants' Report set out in Appendix II of this Offer Document;

(e) the letters of consent referred to in paragraph 2 above;

(f) the letter from Arthur Andersen in relation to the Profit Estimate; and

(g) the letter from BNP Paribas in relation to the Pro®t Estimate.

113

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