5. Payment by PowerGas

This regulation shall apply in relation to regulation 4(a).

Payment of the net book value of the Assets specified in regulation 4(a) shall be made as follows:

PowerGas shall, on the Appointed Day, pay to SembGas 98% of the net book value of base assets as of the Appointed Day using a 40-year depreciation period, determined in accordance with the letter dated 21st July 2008 from the appointed auditor to SembGas and PowerGas;

where there is a difference between the Assets and the base assets referred to in sub-paragraph (a), whether as a result of any addition, removal or substitution, SembGas shall —

no later than 14 days after the Appointed Day, require the appointed auditor to determine the net book value of the Assets as of the Appointed Day using a 40-year depreciation period; and

immediately upon SembGas’ receipt of the determination of the appointed auditor referred to in sub-paragraph (i), provide PowerGas with a copy of the same;

where the net book value of the Assets determined under sub-paragraph (b)(i) exceeds the amount specified in sub-paragraph (a), PowerGas shall pay the difference to SembGas within 5 business days of PowerGas’ receipt from SembGas of a copy of the determination of the appointed auditor referred to in sub-paragraph (b)(i); and

where the amount specified in sub-paragraph (a) exceeds the net book value of the Assets determined under sub-paragraph (b)(i), SembGas shall refund to PowerGas the difference within 5 business days of the date SembGas received the determination of the appointed auditor referred to in sub-paragraph (b)(i).

PowerGas shall make the payment referred to in paragraph (2)(a) and the payment referred to in paragraph (2)(c), if any, by electronic transfer to such bank account maintained with a bank licensed by the Monetary Authority of Singapore as SembGas may specify in writing.

SembGas shall make the refund referred to in paragraph (2)(d), if any, by electronic transfer to such bank account maintained with a bank licensed by the Monetary Authority of Singapore as PowerGas may specify in writing.

If any person fails to comply with paragraph (2)(a) or (c), that person shall be guilty of an offence and shall be liable on conviction to a fine not exceeding 10% of the annual turnover of PowerGas’ gas business ascertained from its latest audited accounts, or an amount not exceeding $1 million, whichever is the higher, or to imprisonment for a term not exceeding 12 months or to both and, in the case of a continuing offence, to a further fine not exceeding $100,000 for every day or part thereof during which the offence continues after conviction.

If any person fails to comply with paragraph (2)(b) or (d), that person shall be guilty of an offence and shall be liable on conviction to a fine not exceeding 10% of the annual turnover of SembGas’ gas business ascertained from its latest audited accounts, or an amount not exceeding $1 million, whichever is the higher, or to imprisonment for a term not exceeding 12 months or to both and, in the case of a continuing offence, to a further fine not exceeding $100,000 for every day or part thereof during which the offence continues after conviction.

The obligation of PowerGas to comply with paragraph (2)(a) or (c) shall be a duty owed to SembGas and any breach of such duty shall be actionable at the suit or instance of SembGas who shall have a right of action for relief in civil proceedings in a court under this regulation against PowerGas.

The obligation of SembGas to comply with paragraph (2)(b) or (d) shall be a duty owed to PowerGas and any breach of such duty shall be actionable at the suit or instance of PowerGas who shall have a right of action for relief in civil proceedings in a court under this regulation against SembGas.

This regulation shall apply in relation to regulation 4(a).

Payment of the net book value of the Assets specified in regulation 4(a) shall be made as follows:

PowerGas shall, on the Appointed Day, pay to SembGas 98% of the net book value of base assets as of the Appointed Day using a 40-year depreciation period, determined in accordance with the letter dated 21st July 2008 from the appointed auditor to SembGas and PowerGas;

where there is a difference between the Assets and the base assets referred to in sub-paragraph (a), whether as a result of any addition, removal or substitution, SembGas shall —

no later than 14 days after the Appointed Day, require the appointed auditor to determine the net book value of the Assets as of the Appointed Day using a 40-year depreciation period; and

immediately upon SembGas’ receipt of the determination of the appointed auditor referred to in sub-paragraph (i), provide PowerGas with a copy of the same;

where the net book value of the Assets determined under sub-paragraph (b)(i) exceeds the amount specified in sub-paragraph (a), PowerGas shall pay the difference to SembGas within 5 business days of PowerGas’ receipt from SembGas of a copy of the determination of the appointed auditor referred to in sub-paragraph (b)(i); and

where the amount specified in sub-paragraph (a) exceeds the net book value of the Assets determined under sub-paragraph (b)(i), SembGas shall refund to PowerGas the difference within 5 business days of the date SembGas received the determination of the appointed auditor referred to in sub-paragraph (b)(i).

PowerGas shall make the payment referred to in paragraph (2)(a) and the payment referred to in paragraph (2)(c), if any, by electronic transfer to such bank account maintained with a bank licensed by the Monetary Authority of Singapore as SembGas may specify in writing.

SembGas shall make the refund referred to in paragraph (2)(d), if any, by electronic transfer to such bank account maintained with a bank licensed by the Monetary Authority of Singapore as PowerGas may specify in writing.

If any person fails to comply with paragraph (2)(a) or (c), that person shall be guilty of an offence and shall be liable on conviction to a fine not exceeding 10% of the annual turnover of PowerGas’ gas business ascertained from its latest audited accounts, or an amount not exceeding $1 million, whichever is the higher, or to imprisonment for a term not exceeding 12 months or to both and, in the case of a continuing offence, to a further fine not exceeding $100,000 for every day or part thereof during which the offence continues after conviction.

If any person fails to comply with paragraph (2)(b) or (d), that person shall be guilty of an offence and shall be liable on conviction to a fine not exceeding 10% of the annual turnover of SembGas’ gas business ascertained from its latest audited accounts, or an amount not exceeding $1 million, whichever is the higher, or to imprisonment for a term not exceeding 12 months or to both and, in the case of a continuing offence, to a further fine not exceeding $100,000 for every day or part thereof during which the offence continues after conviction.

The obligation of PowerGas to comply with paragraph (2)(a) or (c) shall be a duty owed to SembGas and any breach of such duty shall be actionable at the suit or instance of SembGas who shall have a right of action for relief in civil proceedings in a court under this regulation against PowerGas.

The obligation of SembGas to comply with paragraph (2)(b) or (d) shall be a duty owed to PowerGas and any breach of such duty shall be actionable at the suit or instance of PowerGas who shall have a right of action for relief in civil proceedings in a court under this regulation against SembGas.