ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS
AND OFFICERS.
The Registrant is incorporated under the laws of Singapore. Under Section 172 of the Singapore Companies Act, any provision
exempting or indemnifying the officers of a company (including directors) against liability, which by law would otherwise attach to them in connection with any negligence, default, breach of duty or breach of trust in relation to the company is
void. However, the Singapore Companies Act allows a company to (a) purchase and maintain for any officer insurance against any liability which by law would otherwise attach to such officer in connection with any negligence, default, breach of
duty or breach of trust in relation to the company; and (b) indemnify such officer against any liability incurred by him or her to a person other than the company except when the indemnity is against any liability (i) of the officer to pay
a fine in criminal proceedings, (ii) of the officer to pay a penalty in respect of non-compliance with any regulatory requirements, (iii) incurred by the officer in defending criminal proceedings in
which he or she is convicted, (iv) incurred by the officer in defending civil proceedings brought by the company or a related company in which judgment is given against him or her, or (v) incurred by the officer in connection with an
application for relief under Section 76A(13) or Section 391 of the Singapore Companies Act in which the court refuses to grant him or her relief.
In cases where a director is sued by the company, the Singapore Companies Act gives the court the power to relieve directors either wholly or partially from
their liability for their negligence, default, breach of duty or breach of trust. In order for relief to be obtained, it must be shown that (i) the director acted reasonably and honestly; and (ii) it is fair, having regard to all the
circumstances of the case including those connected with such director’s appointment, to excuse the director. However, Singapore case law has indicated that such relief will not be granted to a director who has benefited as a result of his or
her breach of trust.
The Registrant’s constitution provides that subject to the provisions of the Singapore Companies Act and every other
applicable statute for the time being in force concerning companies and affecting the Registrant, the directors and officers are entitled to be indemnified against costs, charges, fees and other expenses that may be incurred by such person in
defending any proceedings, whether civil or criminal, which relates to anything done or omitted or alleged to be done or omitted by such person as a director, officer or employee of the Registrant and in which judgment is given in his or her favor
or in which such person is acquitted or in which the courts have granted relief pursuant to the provisions of the Singapore Companies Act, provided that such indemnity shall not extend to any liability which by law would otherwise attach to him or
her in respect of any negligence, default, breach of duty or breach of trust of which he or she may be guilty in relation to the Registrant, or which would otherwise result in such indemnity being voided under applicable Singapore laws. No director
or officer of the Registrant shall be liable for any acts, omissions, neglects, defaults or other conduct of any other director or officer, and to the extent permitted by Singapore law, the Registrant shall contribute to the amount paid or payable
by a director or officer in such proportion as is appropriate to reflect the relative fault of such director or officer, taking into consideration any other relevant equitable considerations, including acts of other directors or officers and the
Registrant, and the relative fault of such parties in respect thereof.
In addition, subject to the Singapore Companies Act and every other Singapore
statute for the time being in force and affecting the Registrant, no director, managing director or other officer shall be liable for the acts, receipts, neglects or defaults of any other director or officer, or for joining in any receipt or other
act for conformity, or for any loss or expense incurred by the Registrant, through the insufficiency or deficiency of title to any property acquired by order of the directors for the Registrant or for the insufficiency or deficiency of any security
upon which any of the Registrant’s moneys are invested or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person with whom any moneys, securities or effects are deposited, or any other loss, damage or
misfortune which happens in the execution of his or her duties, unless the same happens through his or her own negligence, default, breach of duty or breach of trust.
The Registrant has entered into deeds of indemnity with each of its directors and officers. These agreements require the Registrant to indemnify these
individuals to the fullest extent permitted under Singapore law against liabilities that may arise by reason of their service to the Registrant, as a result of any proceeding against them as to which they could be indemnified. These indemnification
rights shall not be exclusive of any other right which an indemnified person may have or hereafter acquire under any statute, provision of the Registrant’s constitution, agreement, vote of shareholders or disinterested directors or otherwise
if such indemnified person is subsequently found to have been negligent or otherwise have breached indemnified person’s trust or fiduciary duties or to be in default thereof, or where the Singapore courts have declined to grant relief.
The Registrant expects to maintain standard policies of insurance that provide coverage (1) to the Registrant’s directors and officers against loss
rising from claims made by reason of breach of duty or other wrongful act and (2) to the Registrant with respect to indemnification payments that the Registrant may make to such directors and officers.
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