IPC CORPORATION LTD · IPC CORPORATION LTD (Company Registration Number: 198501057M) (Incorporated in the Republic of Singapore) CIRCULAR TO SHAREHOLDERS in relation to THE PROPOSED

CIRCULAR DATED 26 JUNE 2008

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt about its contents or the action you should take, you should consult your bankmanager, stockbroker, solicitor, accountant or other professional adviser immediately.

If you have sold all your ordinary shares in the capital of IPC Corporation Ltd, you shouldimmediately hand this Circular and the enclosed Proxy Form to the purchaser or to the bank,stockbroker or agent through whom you effected the sale for onward transmission to thepurchaser.

The Singapore Exchange Securities Trading Limited assumes no responsibility for thecorrectness of any of the statements made, reports contained or opinions expressed in thisCircular.

IPC CORPORATION LTD(Company Registration Number: 198501057M)

(Incorporated in the Republic of Singapore)

CIRCULAR TO SHAREHOLDERS

in relation to

THE PROPOSED DISPOSAL OF THE COMPANY’S ENTIREAPPROXIMATELY 74.81% SHAREHOLDINGS IN THE CAPITAL OF

THINSOFT (HOLDINGS) INC

IMPORTANT DATES AND TIMES

Last date and time for lodgement of Proxy Form : 9 July 2008 at 10.00 a.m.

Date and time of Extraordinary General Meeting : 11 July 2008 at 10.00 a.m.

Place of Extraordinary General Meeting : 23 Tai Seng Drive#06-00Singapore 535224

DEFINITIONS

For the purpose of this Circular, the following definitions have, where appropriate, been used:

“Act” The Companies Act (Chapter 50) of Singapore, as amended ormodified from time to time

“Board” The board of Directors of the Company

“Business Days” A day (other than a Saturday, Sunday or public holiday) on whichcommercial banks are generally open for business in Singapore

“CDP” The Central Depository (Pte) Limited

“Consideration” The consideration of HK$86,250,000 for the Disposal

“Director” A Director of the Company for the time being

“Disposal” The sale by the Company to Inno Smart of its entire approximately74.81% shareholdings in Thinsoft in accordance with the terms andconditions of the Sale Agreement

“EGM” Extraordinary General Meeting, notice of which is given on page 22of this Circular

“EPS” Earnings per Share

“Escrow Agent” Deacons or any other agent to be jointly appointed by IPC and InnoSmart from time to time for the purpose of holding the EscrowMoney (as defined under the heading “Consideration”)

“FY” Financial year ended or ending on 31 December

“Group” IPC and its Subsidiaries

“Inno Smart” Inno Smart Group Limited

“IPC” or the “Company” IPC Corporation Ltd

“Latest Practicable Date” 18 June 2008, being the latest practicable date prior to the printingof this Circular

“Listing Manual” The Listing Manual of the SGX-ST, as the same may be amended,varied or supplemented from time to time

“Market Day” A day on which the SGX-ST is open for trading in securities

“NTA” Net tangible assets

“PRC” The People’s Republic of China

“Purchaser Guarantors” Mr Yu, Dennis Won Kong and Mr Yue Wai Keung

“Sale Agreement” The sale and purchase agreement dated 20 May 2008 entered intobetween the Company as vendor, Inno Smart as purchaser and MrYu, Dennis Won Kong and Mr Yue Wai Keung as PurchaserGuarantors in relation to the Disposal

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“Sale Shares” IPC’s entire approximately 74.81% shareholdings in Thinsoftcomprising 375,000,000 ordinary shares of HK$0.05 each

“SGX-ST” Singapore Exchange Securities Trading Limited

“Shares” Ordinary shares in the capital of the Company

“Shareholders” The registered holders of the Shares and in the case of Depositors,Depositors who have Shares entered against their names in theDepository Register

“Subsidiaries” The subsidiaries of a company (as defined in Section 5 of the Act)and “Subsidiary” shall be construed accordingly

“ThinSoft” ThinSoft (Holdings) Inc

“ThinSoft Group” ThinSoft and its Subsidiaries

“US” United States of America

“HK$” Hong Kong dollars

“$” and “cents” Singapore dollars and cents respectively

“%” Per centum or percentage

The terms “Depositor” and “Depository Register” shall have the meanings ascribed to them respectivelyby Section 130A of the Act.

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.

Any reference to any enactment is a reference to that enactment as for the time being amended orre-enacted. Any word defined under the Act or any statutory modification thereof and used in thisCircular shall have the meaning assigned to it under the said Act.

Any reference to a time of a day in this Circular is a reference to Singapore time.

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CONTENTS

Page

DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

SHAREHOLDERS’ APPROVAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

THE DISPOSAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

CORPORATE STRUCTURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

BUSINESS PLANS AFTER THE DISPOSAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

RISK PROFILE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

INTEREST OF DIRECTORS AND SUBSTANTIAL SHAREHOLDERS . . . . . . . . . . . . . . . . . . 14

SHAREHOLDING INTERESTS OF DIRECTORS AND SUBSTANTIAL SHAREHOLDERS. . . 14

DIRECTORS’ RECOMMENDATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

EXTRAORDINARY GENERAL MEETING. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

ACTION TO BE TAKEN BY SHAREHOLDERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

DIRECTORS’ RESPONSIBILITY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

DOCUMENTS FOR INSPECTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

APPENDIX 1 — CORPORATE STRUCTURE BEFORE DISPOSAL . . . . . . . . . . . . . . . . . . . 17

APPENDIX 2 — CORPORATE STRUCTURE AFTER DISPOSAL. . . . . . . . . . . . . . . . . . . . . 20

NOTICE OF EXTRAORDINARY GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22

PROXY FORM

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Directors Registered Office

Ngiam Mia Je Patrick (Chairman & Chief Executive Officer) 23 Tai Seng DriveNgiam Mia Kiat Benjamin (Managing Director) #06-00Lauw Hui Kian (Executive Director) Singapore 535224Ngiam Mia Hai Bernard (Executive Director)Ngiam Mia Hong Alfred (Executive Director)Lee Joo Hai (Independent Director)Lee Soo Hoon Phillip (Independent Director)Seah Seow Kang Steven (Independent Director)William Michael Driscoll (Non-Executive Director)

26 June 2008

Dear Shareholder

THE PROPOSED DISPOSAL OF THE COMPANY’S ENTIRE APPROXIMATELY 74.81%SHAREHOLDINGS IN THE CAPITAL OF THINSOFT (HOLDINGS) INC

INTRODUCTION

On 20 May 2008, the Directors announced that the Company had entered into the Sale Agreement withInno Smart as purchaser and the Purchaser Guarantors for the sale of its entire approximately 74.81%shareholdings in ThinSoft.

The purpose of this Circular is to provide Shareholders with the relevant information pertaining to andto seek Shareholders’ approval for the proposed Disposal at the EGM to be held on 11 July 2008.

SHAREHOLDERS’ APPROVAL

Chapter 10

Chapter 10 of the Listing Manual governs the continuing listing obligations of a listed company inrespect of acquisitions and realisations. Under Rule 1014, Shareholders’ approval must be obtained for“major transactions”. Rule 1006 sets out the computation for relative figures. Shareholders’ approval isrequired if any of the relative figures as computed on the basis set out in Rule 1006 exceeds twenty percent (20%) and such a transaction is classified as a “major transaction”. The bases for the calculationof the relative figures are as follows:

(a) The net asset value of the assets to be disposed of, compared with the group’s net asset value.This basis is not applicable to an acquisition of assets.

(b) The net profits attributable to the assets acquired or disposed of, compared with the group’s netprofits.

(c) The aggregate value of the consideration given or received, compared with the issuer’s marketcapitalisation.

(d) The number of equity securities issued by the issuer as consideration for an acquisition,compared with the number of equity securities previously in issue.

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“Market capitalisation” of the issuer is determined by multiplying the number of shares in issue by theweighted average price of such shares transacted on the Market Day preceding the date of the sale andpurchase agreement.

The relative figures computed based on the Group’s FY2007 results are as follows:

Basis

(a) The net asset value of assets to be disposed, compared with the Group’snet asset value

3.78%

(b) The net profit(1) attributable to ThinSoft of $0.484 million compared withthe Group’s net profit of $1.906 million for FY2007

25.39%(2)

(c) The value of the Consideration compared with the Company’s marketcapitalisation on 16 May 2008 of S$59.194 million(3)

25.23%

(d) The number of equity securities issued compared with the number ofequity securities previously in issue

Not applicable. Cashconsideration

Notes:

(1) Under Rule 1002(3)(b), “net profits” means profit or loss before income tax, minority interests and extraordinary items.

(2) Determined by dividing the contribution of ThinSoft to the Group’s profit of approximately $484,000 by the Group’s latestaudited consolidated net profit of $1,906,000 for FY2007.

(3) Based on the aggregate value of the consideration of HK$86,250,000 and the market capitalisation of the Company as at16 May 2008 (being the market day preceding the date of the Sale Agreement). Under Rule 1002(5), the marketcapitalisation of the Company is determined by multiplying the number of shares in issue and the weighted average priceof $0.11198 per share on 16 May 2008.

The Disposal is a “major transaction” based on bases (b) and (c) and is therefore subject toShareholders’ approval.

THE DISPOSAL

Under the Sale Agreement, the Company shall sell to Inno Smart the entire approximately 74.81%shareholdings in ThinSoft comprising 375,000,000 ordinary shares of HK$0.05 each. The Companywas approached by Inno Smart to acquire the Sale Shares. No commission is payable in respect of theDisposal.

Information on ThinSoft

ThinSoft is a company incorporated in the Cayman Islands with limited liability and registered as anon-Hong Kong company under Part XI of the Companies Ordinance (Chapter 32 of the laws of HongKong), which registered office is at Cricket Square, Hutchins Drive, P.O. Box 2681, Grand CaymanKY1-1111, Cayman Islands, and as at the date hereof has an authorised share capital ofHK$100,000,000 divided into 2,000,000,000 ordinary shares of HK$0.05 each, of which 501,255,000shares have been issued and are fully paid up (the “ThinSoft Shares”). The ThinSoft Shares are listedand dealt in on the Growth Enterprise Market (“GEM”) of The Stock Exchange of Hong Kong Limited(“HK Stock Exchange”).

The current shareholders of ThinSoft are the Company (approximately 74.81%) and public investors(approximately 25.19%).

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A. Business

ThinSoft is an investment holding company. ThinSoft’s Subsidiaries carry out the followingbusinesses:

Name Shareholding interest Business

ThinSoft Investment Inc (“TII”) 100% direct interestheld by ThinSoft

Investment holding in Hong Kong

ThinSoft Inc 100% direct interestheld by TII

Holding of intellectual properties in Hong Kong

ThinSoft Pte Ltd. 100% direct interestheld by TII

Development and distribution of ThinComputing solutions and related products inSingapore

ThinSoft (USA) Inc. 100% direct interestheld by TII

Development and distribution of ThinComputing solutions and related products inthe United States of America

The ThinSoft Group is a leading global developer and distributor of Thin Computing Solutions(“TCS”) that reduces The Total Cost of Ownership (“TCO”) of IT operations and has been involvedin the research, development and sales and marketing of TCS.

The three flagship software product series are BeTwin, WinConnect and WinConnect Serverwhich allow users to access and run popular applications on the world’s predominant operatingsystems Windows and Linux respectively.

B. Board of Directors

The Board of directors of ThinSoft comprise:

Ngiam Mia Hai Bernard (Executive Director);

Ngiam Mia Hong Alfred (Executive Director);

Chen Tzyh-Trong (Independent non-executive Director);

Lee Chung Mong (Independent non-executive Director); and

Yeung Chi Hung (Independent non-executive Director).

C. Financial Highlights

The audited results and financial position of the ThinSoft Group for the past two financial yearsended 31 December 2007 and 2006 are set out below:

Income Statement2007 2006HK$ HK$

Revenue 17,194,119 20,580,131

Cost of sales (2,481,538) (3,891,040)

Gross profit 14,712,581 16,689,091

Other income 1,404,505 1,256,948

Selling and distribution costs (1,236,076) (650,603)

Administrative expenses (11,759,141) (11,018,061)

Provision for impairment loss of an available-for-sale financial asset (591,966) —

Profit before income tax 2,529,903 6,277,375

Income tax expense (2,159,279) (1,500,810)

Profit for the year and attributable to equity holders of the company 370,624 4,776,565

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2007 2006HK$ HK$

Earnings per share for profit attributable to the equity holders of thecompany during the year (expressed in Hong Kong cent per share)

Basic 0.07 0.95

Diluted 0.07 0.92

Balance Sheet2007 2006HK$ HK$

Non-current assets

Deferred development expenditure — —

Property, plant and equipment — —

Available-for-sale financial assets 9,056,816 817,521

Deferred income tax assets 628,490 2,649,270

9,685,306 3,466,791

Current assets

Inventories 315,970 332,291

Trade receivables 398,076 416,084

Prepayments, deposits and other receivables 321,144 1,012,109

Cash and cash equivalents 30,830,192 36,058,765

31,865,382 37,819,249

Total assets 41,550,688 41,286,040

EQUITY

Capital and reserves attributable to the company’s equity holders

Share capital 25,062,750 25,062,750

Share premium 11,347,425 8,634,598

Other reserves 10,930,469 9,329,559

Accumulated losses (8,584,607) (8,955,231)

Total equity 38,756,037 34,071,676

Current liabilities

Trade payables 357,084 392,915

Accruals for legal and professional fee 1,171,935 3,831,927

Other accrued liabilities and other payables 1,151,411 1,485,331

Amount due to the ultimate holding company — 703,174

Tax payable 114,221 801,017

Total current liabilities 2,794,651 7,214,364

Total equity and liabilities 41,550,688 41,286,040

Net current assets 29,070,731 30,604,885

Total assets less current liabilities 38,756,037 34,071,676

Notes:

(1) Accounts for FY2007 were audited by PricewaterhouseCoopers, Hong Kong SAR, and that for FY2006 was auditedby Ernst & Young, Hong Kong SAR.

(2) The increase in the NTA is due to the increase in share premium and other reserves.

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D. Review of Performance

FY2006

The importance that ThinSoft management placed on developing the US market paid dividendsin 2006. Sales in the US increased approximately 54.7% over the prior year and in 2006represented approximately 47.3% of total annual turnover. The US was followed by Europe whichrepresented approximately 35.2% of total turnover.

Operating profit before tax improved in 2006 by 21.9% over the prior year and was bolstered by18.2% higher turnover and 21.3% stronger gross profit. After tax net profit was HK$4,776,565.This was lower by approximately HK$3.5 million compared to the prior year when the ThinSoftGroup’s US entity recognised a non-cash favourable accounting effect on taxes of a deferred taxasset of HK$3.4 million in accordance with US regulations. In effect, deferred tax assetrecognised the future tax benefit of prior years’ losses incurred and had no cash or other effect onthe ThinSoft Group’s operating performance results.

FY2007

The year 2007 brought new developments to ThinSoft. Chief among these was the successfuladdition of new Vista-based products to the ThinSoft’s software suites. As a clear demonstrationof its ability to maintain product leadership in today’s highly competitive information technologyarena, ThinSoft announced the release of its first-to-market WCS-VS in March and BeTwin-VSproducts in May that provide customers with software operating environments compatible withMicrosoft’s new operating system, Vista.

In 2007, the European countries became ThinSoft’s leading market, accounting for approximately47.2% of its total revenue.

2007 was not without its financial challenges. General and administrative expenses wereburdened significantly by foreign exchange differences that were realised during the year.Additionally, overall turnover for 2007 decreased from HK$20,580,131 to HK$17,194,119.

ThinSoft consequently registered a profit attributable to shareholders for the year of HK$370,624compared to a profit of HK$4,776,565 in 2006.

E. Material Litigation

There is no material litigation in relation to ThinSoft.

Information on Inno Smart

Inno Smart is an investment holding company incorporated in the British Virgin Islands with limitedliability, and is wholly owned by Mr Yu, Dennis Won Kong and Mr Yue Wai Keung. Inno Smart is aspecial purpose vehicle incorporated for the purpose of the acquisition of the Sale Shares.

Mr Yu, Dennis Won Kong has over 20 years’ experience in the business of financial investment. He wasan executive director of various companies listed on the Hong Kong Stock Exchange, stock exchangesin Australia, Frankfurt and NASDAQ, responsible for identifying acquisition targets, raising funds,acquisitions nationally and monitoring those companies’ direct investment activities in the PRC. Mr Yuis currently the managing director of Strong Choice Investments (Holding) Limited which is engaged indirect investment in the Greater China region.

Mr Yue Wai Keung is a member of Shantou Committee of the Chinese People’s Political ConsultativeConference, a director of The Overseas Teo Chew Entrepreneurs Association and a member of theDepartmental Advisory Board of Guangdong Academy of Social Science. He is also the chairman of

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Luen Fat Securities Company Limited as well as a director of a number of privately-held securities andfinancial service companies. Mr Yue has over 30 years of experience in the securities and futuresindustry. He is the vice chairman of Hong Kong Securities Professionals Association, an honoraryadvisor of Chamber of Hong Kong Listed Companies Limited and an honorary advisor of Hong KongStockbrokers Association Limited. He also has been a member of the Election Committee of FinancialServices Sector of Legislative Council of Hong Kong since 2000.

Consideration

The total consideration for the Disposal is HK$86,250,000 based on approximately 2.23 times of theNTA value of approximately HK$38,756,037 of ThinSoft for FY2007.

The Consideration shall be paid as follows:

(a) subject to the parties and the Escrow Agent entering into the Escrow Agreement upon signing ofthe Sale Agreement, Inno Smart shall pay to the Escrow Agent the sum of HK$8,625,000,representing 10% of the Consideration (the “Escrow Money”);

(b) upon signing the Sale Agreement, Inno Smart shall deliver to the Company a letter from KingstonSecurities Limited providing to the reasonable satisfaction of the Company that Inno Smart hassufficient financial resources to pay the remaining 90% of the Consideration on completion of thepurchase of the Sale Shares in accordance with the Sale Agreement (“Completion”);

(c) at Completion, Inno Smart shall procure that its designated Participant with the Central Clearingand Settlement System (“CCASS”) (acting as its settlement agent) enters into an irrevocableExchange Trade to effect the payment of the full amount of the Consideration (excluding anystamp duty, brokerage fee, trading fee and transaction and other levy) to the Company’sdesignated Participant with CCASS (acting as IPC’s settlement agent and as notified by theCompany to Inno Smart in writing at least 2 business days prior to Completion) against thesettlement of the Sale Shares on “T+2” basis; and

(d) at Completion, the Company and Inno Smart shall give joint instructions to the Escrow Agent inwriting to release: (a) the Escrow Money (net of any interests accrued thereon) to Inno Smart’sdesignated account with the CCASS; and (b) the interests accrued thereon to the Company.

On 20 May 2008, Inno Smart had paid the Escrow Money to the Escrow Agent.

Conditions Precedent

The Disposal shall be conditional upon the following:

(a) to the best of the knowledge and information of the Company, the warranties listed under the SaleAgreement being true and accurate and not misleading as at the date of the Sale Agreement;

(b) to the best of the knowledge and information of the Company, the warranties listed under the SaleAgreement being true and accurate and not misleading as at the Completion Date (“CompletionDate” is defined as the next Business Day after the day on which the last of the conditions statedherein and under the heading “Other Terms and Conditions” below is fulfilled or waived inaccordance with the Sale Agreement, or such later date as the parties may agree in writing);

(c) the current listing of the ThinSoft Shares not having been withdrawn, the ThinSoft Sharescontinuing to be traded on GEM prior to the Completion Date (save for any temporary suspensionpending any announcement in connection with the Sale Agreement) and the HK Stock Exchangeand Securities and Futures Commission not having objected, and not having indicated that theywill object to such listing; and

(d) the approval of the Shareholders of the Company being obtained.

The Purchaser may waive all or any of the conditions set above (except for the condition set out in (d)).The Company may waive the condition set out in (d) above.

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No approvals are required under Hong Kong laws in relation to the Disposal save for the usual boardresolutions for the transfer of the Sale Shares.

Other Terms and Conditions

Under the Sale Agreement, Inno Smart has undertaken to comply with its obligations under the HongKong Code on Takeovers and Mergers (“Hong Kong Takeovers Code”), and in particular, to procure thedespatch by such date as is required under the Hong Kong Takeovers Code, to all holders of theThinSoft Shares of a circular containing, inter alia, an unconditional general offer by Kingston SecuritiesLimited, on behalf of Inno Smart, to the holders of the Offer Shares to purchase the Offer Shares fora cash price per Offer Share equal to the Sale Share price of HK$0.23 per Sale Share (“Offer Shares”is defined as the existing issued ThinSoft Shares but excluding the Sale Shares and any other ThinSoftShares owned by Inno Smart and persons acting in concert with it on the Completion Date and/oracquired or agreed to be acquired by Inno Smart and persons acting in concert with it while the saidoffer remains open for acceptance).

Under the Sale Agreement, the Purchaser Guarantors have jointly and severally undertaken to procure,and guarantee, unconditionally and irrevocably as primary obligors (as if the Purchaser Guarantors hadindemnified the Company in full in respect of the payment obligations under the Sale Agreement) to theCompany, the due observance and performance by Inno Smart of its obligations under the Agreement(the “Purchaser’s Guarantee”). The Purchaser’s Guarantee shall remain in full force and effect until allobligations of Inno Smart under the Agreement have been paid and/or discharged in full.

The Company is to procure (i) the appointment of such number of persons nominated by Inno Smartto be appointed as directors of ThinSoft and (ii) the resignation of Messrs Ngiam Mia Hai Bernard andNgiam Mia Hong Alfred as directors of ThinSoft at Completion.

The Company is to procure (i) the appointment of the company secretary, qualified accountant and theauditors nominated by Inno Smart to be appointed as the company secretary, qualified accountant andauditors of ThinSoft and (ii) the resignation of the existing company secretary, qualified accountant andauditors of ThinSoft at Completion.

The Purchaser is an unrelated third party primarily engaged in the business of investment holding andis owned by the Purchaser Guarantors equally.

Completion

The Disposal shall be completed on the Completion Date. Completion Date is defined as the nextBusiness Day after the day on which the last of the conditions stated herein and under the heading“Other Terms and Conditions” above is fulfilled or waived in accordance with the Sale Agreement, orsuch later date as the parties may agree in writing.

At Completion, Inno Smart shall procure that its designated Participant with CCASS (acting as itssettlement agent) enters into an irrevocable Exchange Trade to effect the payment of the full amountof the Consideration (excluding any stamp duty, brokerage fee, trading fee and transaction and otherlevy) to the Company’s designated Participant with CCASS (acting as IPC’s settlement agent and asnotified by the Company to Inno Smart in writing at least 2 business days prior to Completion) againstthe settlement of the Sale Shares on “T+2” basis. The Company and Inno Smart shall give jointinstructions to the Escrow Agent in writing to release: (a) the Escrow Moneys (net of any interestsaccrued thereon) to the Inno Smart’s designated Participant with CCASS; and (b) the interests accruedthereon to the Company.

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Rationale

After analysing the historical contributions from ThinSoft, considering the gain of $9.392 million and thebenefits of cash proceeds of $14.933 million from the Disposal for future working capital andinvestments and the declining profit after tax of ThinSoft for the last three years being HK$8,322,820,HK$4,776,565 and HK$370,624 in FY2005, FY2006 and FY2007 respectively, the board of Directorsbelieves that the Disposal would be in the best interests of the Company. The NTA for ThinSoft forFY2005, FY2006 and FY2007 was HK$28,031,236, HK$34,071,676 and HK$38,756,037 respectively.

Use of Proceeds

After deducting estimated transaction expenses, the Disposal will result in net proceeds ofapproximately $14.733 million which will be used for general working capital requirements of the Group.In this connection, the Company will make an announcement as and when a material portion of theproceeds is disbursed and the Company will provide a status update on the use of proceeds in itsannual report.

Financial Effects

Purely for illustrative purposes only, the pro forma financial effects of the Disposal summarised belowhave been prepared using the audited accounts of the Group prepared on a consolidated basis forFY2007 based on, inter alia, the following assumptions:

(i) for the purposes of the effect on the EPS, the Disposal had been completed on 1 January 2007,being the start of the latest audited financial year of the Group; and

(ii) for the purposes of the effect on NTA per Share and gearing, the Disposal had been completedon 31 December 2007, being the date to which the latest full-year audited accounts of the Groupwere made up.

Share Capital

As at the Latest Practicable Date, the issued and paid-up share capital of the Company is $140.038million comprising 528,613,759 Shares. The Disposal will not affect the issued and paid-up sharecapital of the Company.

Earnings per Share

The effect of the Disposal on the Group’s EPS for FY2007 would have been as follows:

Pro-forma for the DisposalFY2007 FY2007

Profit/(loss) after tax attributable toShareholders ($’000) 1,683 11,075

Number of Shares 528,613,759 528,613,759

EPS (cents) 0.32 2.1

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Net Tangible Assets

Assuming that the Disposal had taken place on 31 December 2007, the effect of the Disposal on theNTA of the Group is as follows:

As at 31 December 2007

Assuming the Disposal iscompleted on 31 December

2007 based on auditedconsolidated accounts as at

31 December 2007

NTA ($’000) 141,344 150,736

Number of Shares 528,613,759 528,613,759

NTA per Share (cents) 26.74 28.52

Gearing

The effect of the Disposal on the gearing of the Group as at 31 December 2007 would have been asfollows:

Pro-forma for the DisposalAs at 31 December 2007 as at 31 December 2007

Total borrowings ($’000) NIL NIL

Shareholders’ funds ($’000) 141,344 150,736

Gearing (times) NA NA

Note:

“Gearing” means the ratio of total borrowings to Shareholders’ funds. “Total borrowings” means the aggregate borrowings(excluding hire purchase and finance leases) from banks and financial institutions and “Shareholders’ funds” means theaggregate amount of issued and paid-up share capital, merger deficit and revenue reserves.

CORPORATE STRUCTURE

The existing Subsidiaries and associated companies of IPC prior to the Disposal are listed in Appendix1 and that after the Disposal are listed in Appendix 2.

BUSINESS PLANS AFTER THE DISPOSAL

The net profit/(loss) before tax and minority interests for ThinSoft and the Group are as follows:

ThinSoft Group(S$’000) (S$’000)

FY 2005 1,099 8,159

FY 2006 1,235 (4,007)

FY 2007 484 1,906

The Disposal is part of the Company’s strategy to change its current core businesses of informationtechnology and investment holding to include the business of property investment and propertydevelopment which includes property related investments, the holding of investment in property relatedassets, trading in and development of property (the “Property Business”). The engagement in theProperty Business will allow the Company to leverage on the experience gained in the projectsundertaken by its wholly-owned subsidiary, Zhuhai IPC Property Development Co. Ltd, in the PRC aswell as other regions such as South-east Asia and the Middle East.

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The Company believes that the accelerated pace of economic growth in certain countries especially inthe PRC, resulting in a higher standard of living will consequently lead to an increased demand forpremium commercial and residential properties . This will in turn bring about new market opportunitiesin the property development and property investment sectors. The Company is optimistic that itsventure into such property investment and property development when the appropriate marketopportunities arise will enable it to benefit from the rising demand in the market for premium commercialand residential properties.

The development of the residential and commercial property project in Zhuhai is expected to becompleted in 2008. The residential units are expected to be largely sold in 2008. The commercialproperties comprise primarily of a hotel-cum-shops and a club house. The hotel is being furnished intoa 4-star, 206 − room hospitality property.

The Group will further execute the development plan for the development of a 29-storey residentialcondominium with about 629 apartments in Bangkok, Thailand, which is scheduled for construction inthe later half of this year and is expected to complete within 24 months thereof.

With respect to the commercial and residential development project in Yantai, the Group will continueto carry out the necessary design and planning for and seeking regulatory approvals.

RISK PROFILE

As the remaining businesses of the Group are independent from ThinSoft, the Disposal is not expectedto change the risk profile of the Group.

INTEREST OF DIRECTORS AND SUBSTANTIAL SHAREHOLDERS

None of the controlling Shareholders or the Directors or their associates has any interest, direct orindirect, in the Disposal.

SHAREHOLDING INTERESTS OF DIRECTORS AND SUBSTANTIAL SHAREHOLDERS

The interests of the Directors and substantial Shareholders in the Shares as at the Latest PracticableDate are set out below:

Direct interest Deemed interestNumber of Shares % Number of Shares %

Directors

Ngiam Mia Je Patrick(2) 7,093,208 1.34 58,119,293 10.99

Ngiam Mia Kiat Benjamin(3) 7,024,541 1.33 50,387,433 9.53

Lauw Hui Kian(4) 7,731,860 1.46 57,480,641 10.87

Ngiam Mia Hai Bernard 7,306,860 1.38 — —

Ngiam Mia Hong Alfred 7,056,860 1.34 — —

Lee Joo Hai — — — —

Lee Soo Hoon Phillip — — — —

Seah Seow Kang Steven 31,011 0.01 — —

William Michael Driscoll — — — —

Options granted to subscribe for Shares

Ngiam Mia Hai Bernard 150,000 0.03(1) — —

Ngiam Mia Hong Alfred 150,000 0.03(1) — —

William Michael Driscoll 150,000 0.03(1) — —

14

Direct interest Deemed interestNumber of Shares % Number of Shares %

Substantial Shareholders

Oei Hong Leong Foundation Pte Ltd (formallyknown as Chip Lian Investments Pte Ltd) 63,604,000 12.03 — —

Chip Lian Private Limited(5) — — 63,604,000 12.03

Oei Hong Leong(6) — — 63,604,000 12.03

Essex Investment (Singapore) Pte Ltd (“Essex”) 50,387,433 9.53 — —

United Overseas Bank Limited(7) — — 41,481,509 7.85

Notes:

(1) Calculated as a percentage of the sum of the issued shares of the Company and the number of shares in the Company tobe issued assuming all options granted pursuant to the IPC Employees Share Option Scheme have been exercised.

(2) Deemed interest in 50,387,433 Shares held by Essex by virtue of Section 7 of the Act and 7,731,860 Shares held by MsLauw Hui Kian by virtue of Section 164 of the Act.

(3) Deemed interest in 50,387,433 Shares held by Essex by virtue of Section 7 of the Act.

(4) Deemed interest in 50,387,433 Shares held by Essex by virtue of Section 7 of the Act and 7,093,208 Shares held by MrNgiam Mia Je Patrick by virtue of Section 164 of the Act.

(5) Deemed interest in 63,604,000 Shares held by Oei Hong Leong Foundation Pte Ltd (“OHLF”) by virtue of Section 7 of theAct. OHLF is a wholly-owned subsidiary of Chip Lian Private Limited.

(6) Deemed interest in 63,604,000 Shares held by OHLF by virtue of Section 7 of the Act. Oei Hong Leong (“OHL”) owns morethan 50% of the issued shares in the capital of Chip Lian Private Limited, which, in turn, holds 100% of the issued sharesin the capital of OHLF. By virtue of Section 7 of the Act, OHL is deemed to be interested in 63,604,000 Shares held by OHLF.

(7) United Overseas Bank Limited is the beneficial owner of 41,481,509 Shares held by UOB Nominees Pte Ltd.

DIRECTORS’ RECOMMENDATION

Having considered the terms, rationale and benefits of the Disposal, the Directors are of the opinionthat the Disposal is on normal commercial terms and is not prejudicial to the interests of the Company.Accordingly, the Directors recommend that the Shareholders VOTE FOR the Ordinary Resolution setout in the Notice of EGM relating to the Disposal.

EXTRAORDINARY GENERAL MEETING

The EGM, notice of which is set out on page 22 of this Circular, will be held at 23 Tai Seng Drive,#06-00, Singapore 535224 on 11 July 2008 at 10.00 am for the purpose of considering and, if thoughtfit, passing, with or without modification the ordinary resolution set out in the Notice of EGM on page22 of this Circular.

ACTION TO BE TAKEN BY SHAREHOLDERS

Shareholders who are unable to attend the EGM and who wish to appoint a proxy or proxies to attendand vote on their behalf should complete, sign and return the Proxy Form attached to the Notice of EGMin accordance with the instructions printed therein as soon as possible and, in any event, so as to arriveat the registered office of the Company at 23 Tai Seng Drive, #06-00, Singapore 535224 not later than48 hours before the time fixed for the EGM. The appointment of a proxy by a Shareholder does notpreclude him from attending and voting in person at the EGM if he so wishes in place of the proxy if hefinds that he is able to do so.

A Depositor shall not be regarded as a member of the Company entitled to attend the EGM and tospeak and vote thereat unless his name appears on the Depository Register maintained by CDPpursuant to Division 7A of Part IV of the Act at least 48 hours before the EGM.

15

DIRECTORS’ RESPONSIBILITY STATEMENT

The Directors of the Company collectively and individually accept full responsibility for the accuracy ofthe information given herein and confirm, having made all reasonable enquiries, that to the best of theirknowledge and belief, the facts stated in this Circular are accurate and that there are no material factsthe omission of which would make any statement in this Circular misleading and that this Circularconstitutes full and true disclosure of all material facts about the Company.

DOCUMENTS FOR INSPECTION

Copies of the following documents may be inspected at the principal place of business at 23 Tai SengDrive, #06-00, Singapore 535224 during normal business hours from the date of this Circular up to andincluding the date of the EGM:

(a) the Annual Report of the Company for FY2007;

(b) the Memorandum and Articles of Association of the Company; and

(c) the Sale Agreement.

Yours faithfullyFor and on behalf of the Board of Directors ofIPC Corporation Ltd

Ngiam Mia Je PatrickChairman & Chief Executive Officer

16

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17

Name of company (Country ofincorporation and operations) Principal activities

Effective equityinterest held by

the Group%

InvestmentAmount

S$

Held by the Company:

Corex Technology (S) Pte Ltd(Singapore)

In compulsory liquidation 100 1,211,035

e-pic (HK) Ltd(Hong Kong)

Investment holding(Dormant)

100 190,800

Essex Electronics (Singapore)Pte Ltd(Singapore)

Sales and distribution oftelecommunication products

100 503,439

IPC Corporation (Korea) Ltd(Korea)

Sales and distribution ofcomputers and related products(Dormant)

92 6,554,760

IPC (Holdings) Inc.(U.S.A.)

Investment holding (Dormant) 100 5,227,434

IPC Information And Communication(Pte) Ltd(Singapore)

Provision of commercial value-added network services

100 2

IPC Peripherals Pte Ltd(Singapore)

Sales and distribution ofcomputer system boards andperipheral products

100 2,700,000

IPC Singapore Pte Ltd(Singapore)

Investment holding 100 2

IPC Systems (M) Sdn Bhd(Malaysia)

Sales and distribution ofcomputers and related products(In the process of members’voluntary winding up)

100 7,931,174

ThinSoft (Holdings) Inc(Cayman Island)

Investment holding 74.81 1,500,000

Zhuhai IPC Property DevelopmentsCo. Ltd.(PRC)

Investment holding and propertydevelopment

100 29,722,176

Zhuhai Costa Del Sol ClubManagement Co. Ltd.(PRC)

Club and hotel managementcompany

25 503,472

Nanyang Institute of ManagementPte Ltd (Singapore)

Premier education provider 39.9 2,000,002

Imagique Computer Design (S)Pte Ltd(Singapore)

Design and development ofpalm top computers

24.62 520,000

Hagenuk Pte Ltd(Singapore)

Sales and distribution oftelecommunication products(Dormant)

50 499,998

18



the Group%

InvestmentAmount

S$

Held by the subsidiaries:

Corex Systems (S) Pte Ltd(Singapore)

Assembly of electroniccomponents and trading ofelectronic products (Dormant)

100 100,000

IPC Peripherals Inc(U.S.A.)

Development and marketing ofcomputer peripheral products(Dormant)

90 14,520

ThinSoft Inc(British Virgin Islands)

Holdings of intellectualproperties

74.81 1

ThinSoft (Investment) Inc(British Virgin Islands)

Investment holding 74.81 116

ThinSoft Pte Ltd(Singapore)

Sales and distribution of ThinComputing solutions and relatedproducts

74.81 1,122,150

ThinSoft (USA) Inc(U.S.A.)

Development and distribution ofThin Computing solutions andrelated products

74.81 0.01

Zhuhai Costa Del Sol ClubManagement Co. Ltd(PRC)


75 1,511,385

19

APPENDIX 2

CORPORATE STRUCTURE AFTER DISPOSAL

IPC (Holdings) Inc.(Dormant)

Corex Technology (S) Pte Ltd(in compulsory liquidation)

IPC Systems (M) Sdn Bhd(in members voluntary winding up)

Corex Systems (S) Pte Ltd(Dormant)

IPC Peripherals Pte LtdIPC Peripherals Inc.

(Dormant)

IPC Information and Communication (Pte) Ltd

e-IPC (HK) Ltd(Dormant)

Zhuhai IPC Property Developments Co. Ltd

IPC Corporation (Korea) Ltd(Dormant)

100%

100%

100%

100%

100%

100% 90%

Zhuhai Costa Del Sol ClubManagement Co. Ltd.

100%

100%

100%

25%

75%

92%

100%

I P C

C O R P O R A T I O N

L T D

IPC Singapore Pte Ltd

Nanyang Institute of Management Pte Ltd

Imagique Computer Design (S) Pte Ltd

Hagenuk Pte Ltd(Dormant)

39.90%

24.62%

50%

Essex Electronics (Singapore) Pte Ltd

20



the Group%

InvestmentAmount

S$

Held by the Company:

Corex Technology (S) Pte Ltd(Singapore)

In compulsory liquidation 100 1,211,035

e-pic (HK) Ltd(Hong Kong)

Investment holding (Dormant) 100 190,800

Essex Electronics (Singapore)Pte Ltd(Singapore)

Sales and distribution oftelecommunication products

100 503,439

IPC Corporation (Korea) Ltd(Korea)

Sales and distribution ofcomputers and related products(Dormant)

92 6,554,760

IPC (Holdings) Inc.(U.S.A.)

Investment holding (Dormant) 100 5,227,434

IPC Information And Communication(Pte) Ltd(Singapore)

Provision of commercial value-added network services

100 2

IPC Peripherals Pte Ltd(Singapore)

Sales and distribution ofcomputer system boards andperipheral products

100 2,700,000

IPC Singapore Pte Ltd(Singapore)

Investment holding 100 2

IPC Systems (M) Sdn Bhd(Malaysia)

Sales and distribution ofcomputers and related products(In the process of members’voluntary winding up)

100 7,931,174

Zhuhai IPC Property DevelopmentsCo. Ltd.(PRC)

Investment holding and propertydevelopment

100 29,722,176

Zhuhai Costa Del Sol ClubManagement Co. Ltd.(PRC)


25 503,472

Nanyang Institute of ManagementPte Ltd(Singapore)

Premier education provider 39.9 2,000,002

Imagique Computer Design(S) Pte Ltd(Singapore)

Design and development ofpalm top computers

24.62 520,000

Hagenuk Pte Ltd(Singapore)

Sales and distribution oftelecommunication products(Dormant)

50 499,998

Held by the subsidiaries:

Corex Systems (S) Pte Ltd(Singapore)

Assembly of electroniccomponents and trading ofelectronic products (Dormant)

100 100,000

IPC Peripherals Inc(U.S.A.)

Development and marketing ofcomputer peripheral products(Dormant)

90 14,520

Zhuhai Costa Del Sol ClubManagement Co. Ltd(PRC)


75 1,511,385

21



NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT an Extraordinary General Meeting of the Company will be held at23 Tai Seng Drive, #06-00, Singapore 535224 on 11 July 2008 at 10.00 am for the purpose ofconsidering and, if thought fit, passing the following resolution which will be proposed as an OrdinaryResolution, with or without any amendment:

ORDINARY RESOLUTION

The Proposed Disposal Of The Company’s Entire Approximately 74.81% Shareholdings In The CapitalOf ThinSoft (Holdings) Inc

That:

(a) approval be and is hereby given, for the purposes of Section 160 of the Companies Act, Cap. 50and Rule 1014 of the Listing Manual, for the disposal (the “Disposal”) of the Company’s entireapproximately 74.81% shareholdings in ThinSoft (Holdings) Inc to Inno Smart Group Limited onthe terms and subject to the conditions of the Sale Agreement dated 20 May 2008 (the “SaleAgreement”) for a consideration of HK$86,250,000;

(b) the execution of the Sale Agreement be and is hereby approved, confirmed and ratified; and

(c) the Directors of the Company and each of them be and are hereby authorised to complete anddo all such acts and things (including executing or amending all such documents as may berequired) in connection with the Disposal as they or he may consider necessary, desirable orexpedient, or in the interests of the Company, to give effect to this Resolution as they or he maydeem fit.

BY ORDER OF THE BOARD

Ngiam Mia Hai BernardCompany Secretary

26 June 2008

IMPORTANT: Please read notes below.

Notes:

1. A Shareholder of the Company entitled to attend and vote at the Meeting is entitled to appoint not more than two proxies(or in the case of a corporation, appoint its authorised representative or proxy) to attend and vote in his stead.

2. A proxy need not be a Shareholder of the Company.

3. The Proxy Form must be lodged at the Company’s registered office at 23 Tai Seng Drive, #06-00, Singapore 535224, notless than 48 hours before the time fixed for holding the Meeting.

22

IPC CORPORATION LTD(Company Registration Number: 198501057M)(Incorporated in the Republic of Singapore)

EXTRAORDINARY GENERAL MEETINGPROXY FORM

IMPORTANT

1. For investors who have used their CPF monies to buy the Company’sshares, this Circular to Shareholders dated 26 June 2008 is forwarded tothem at the request of their CPF Approved Nominees and is sent solelyFOR INFORMATION ONLY.

2. This Proxy Form is not valid for use by CPF investors and shall beineffective for all intents and purposes if used or purported to be used bythem.

3 CPF investors who wish to attend the Meeting as an observer mustsubmit their requests through their CPF Approved Nominees within thetime frame specified. If they also wish to vote, they must submit theirvoting instructions to the CPF Approved Nominees within the time framespecified to enable them to vote on their behalf.

I/We, (Name)

(NRIC/Passport/Company Registration No)

of (Address)

being a Shareholder/Shareholders of IPC Corporation Ltd (the “Company”) hereby appoint:

Name AddressNRIC/

Passport No.

Proportion ofShareholdings

No. ofShares

%

and/or (delete as appropriate)

Name AddressNRIC/

Passport No.

Proportion ofShareholdings

No. ofShares

%

or failing him/her/them, the Chairman, as my/our/proxy/proxies to vote for me/us on my/our behalf atthe Extraordinary General Meeting of the Company to be held at 23 Tai Seng Drive, #06-00, Singapore535224 on 11 July 2008 at 10.00 am and at any adjournment thereof. I/We direct my/our proxy/proxiesto vote for or against the resolution to be proposed at the Extraordinary General Meeting as indicatedhereunder. If no specific direction as to voting is given, the proxy/proxies will vote or abstain from votingat his/her/their discretion, as he/she/they will on any other matter arising at the Extraordinary GeneralMeeting.

ORDINARY RESOLUTION For* Against*

To approve the proposed disposal of the Company’s entire approximately74.81% shareholdings in the capital of ThinSoft (Holdings) Inc

* Please indicate your vote “For” or “Against” with a tick within the box provided.

Dated this day of 2008

Total No. of Shares in: No. of Shares

(a) CDP Register

(b) Register of Members

Signature(s) of Shareholder(s)/Common Seal of Corporate Shareholder

IMPORTANT: PLEASE READ NOTES OVERLEAF

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Notes:

1. A Shareholder of the Company entitled to attend and vote at the Extraordinary General Meeting is entitled to appoint notmore than two proxies to attend and vote in his stead. A proxy need not be a Shareholder of the Company.

2. Where a Shareholder of the Company appoints more than one proxy, that Shareholder shall specify the proportion of his/hershareholding to be represented by each proxy and if the proportion is not specified, the first named proxy shall be deemedto represent 100 per cent of the shareholding of that Shareholder and the second named proxy shall be deemed to be analternate to the first named proxy.

3. A Shareholder should insert the total number of Shares held. If the Shareholder has Shares entered against his name in theDepository Register (as defined in Section 130A of the Companies Act, Cap. 50 of Singapore), he should insert that numberof Shares. If he has Shares registered in his name in the Register of Members of the Company, he should insert that numberof Shares. If he has Shares entered against his name in the Depository Register and registered in his name in the Registerof Members, he should insert the aggregate number of Shares. If no number is inserted, this form of proxy will be deemedto relate to all the Shares held by the Shareholder.

4. The instrument appointing a proxy or proxies must be deposited at the Company’s registered office at 23 Tai Seng Drive,#06-00, Singapore 535224 not less than 48 hours before the time set for the Extraordinary General Meeting.

5. The Instrument appointing a proxy or proxies must be under the hand of the appointor or of his attorney duly authorised inwriting. Where the instrument appointing a proxy or proxies is executed by a corporation, it must be executed either underits common seal or under the hand of its attorney or duly authorised officer.

6. Where an instrument appointing a proxy is signed on behalf of the appointor by an attorney, the letter or power of attorneyor a duly certified copy thereof must (failing previous registration with the Company) be lodged with the instrument of proxy,failing which the instrument may be treated as invalid.

7. A corporation which is a Shareholder may by resolution of its directors or other governing body authorised such person asit thinks fit as its representative or representatives to attend and vote at the Extraordinary General Meeting in accordancewith its Articles of Association and Section 179 of the Companies Act, Cap 50.

General:

The Company shall be entitled to reject an instrument appointing a proxy or proxies if it is incomplete, improperly completed,illegible or where the true intentions of the appointor are not ascertainable from the instructions of the appointor specified in theinstrument appointing a proxy or proxies. In addition, in the case of Shares entered in the Depository Register, the Company mayreject an instrument appointing a proxy or proxies lodged if the Shareholder, being the appointor, is not shown to have Sharesentered against his name on the Depository Register 48 hours before the time appointed for holding the Extraordinary GeneralMeeting, as certified by The Central Depository (Pte) Limited to the Company.

Documents

IPC CORPORATION LTD · IPC CORPORATION LTD (Company Registration Number: 198501057M) (Incorporated in the Republic of Singapore) CIRCULAR TO SHAREHOLDERS in relation to THE PROPOSED