-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SyH+eVsHjW/jNACn6QtpvfbM/TEbeXyclNlVPFqS0SIGa8n6pDnjd0rfGkOxMvSV itMTRJb/YfmtqFwzl7rouA== 0001145549-09-000753.txt : 20090507 0001145549-09-000753.hdr.sgml : 20090507 20090507072706 ACCESSION NUMBER: 0001145549-09-000753 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20090507 DATE AS OF CHANGE: 20090507 GROUP MEMBERS: TEMASEK HOLDINGS (PRIVATE) LIMITED FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SINGAPORE TECHNOLOGIES SEMICONDUCTORS PTE LTD CENTRAL INDEX KEY: 0001280804 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 51 CUPPAGE RD. CITY: SINGAPORE STATE: A1 ZIP: 00000 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: STATS CHIPPAC LTD. CENTRAL INDEX KEY: 0001101873 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-60763 FILM NUMBER: 09803444 BUSINESS ADDRESS: STREET 1: 10 ANG MO KIO STREET 65 STREET 2: TECHPOINT #05-17/20 CITY: SINGAPORE STATE: U0 ZIP: 569059 BUSINESS PHONE: 6568247777 MAIL ADDRESS: STREET 1: 10 ANG MO KIO STREET 65 STREET 2: TECHPOINT #05-17/20 CITY: SINGAPORE STATE: U0 ZIP: 569059 FORMER COMPANY: FORMER CONFORMED NAME: ST ASSEMBLY TEST SERVICES LTD DATE OF NAME CHANGE: 19991227 SC 13D/A 1 u00223sc13dza.htm STATS CHIPPAC LTD. STATS ChipPAC Ltd.
Table of Contents

 
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 19)

STATS ChipPAC Ltd.
(Name of Issuer)
Ordinary Shares
(Title of Class of Securities)
CUSIP: 85227G102
(CUSIP Number)
Lena Chia Yue Joo, Director
Singapore Technologies Semiconductors Pte Ltd
60B Orchard Road
#06-18 Tower 2
The Atrium@Orchard
238891
Singapore
Telephone: (65) 6890-7188
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
COPY TO:
David W. Hirsch
Cleary Gottlieb Steen & Hamilton LLP
One Garden Road
Bank of China Tower
Hong Kong
Telephone: (852) 2532-3731
April 27, 2009
(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 
 


TABLE OF CONTENTS

SIGNATURES
Ex-99.5 Information Concerning Directors and Executive Officers of STSPL and Temasek.


Table of Contents

                     
CUSIP No.
 
85227G102 
 

 

           
1   NAMES OF REPORTING PERSONS:

   
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
 
  Singapore Technologies Semiconductors Pte Ltd
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

  (a)   o 
  (b)   o 
     
3   SEC USE ONLY:
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS):
   
  WC and AF
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION:
   
  Singapore
       
  7   SOLE VOTING POWER:
     
NUMBER OF   0
       
SHARES 8   SHARED VOTING POWER:
BENEFICIALLY    
OWNED BY   1,845,715,689
       
EACH 9   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON   0
       
WITH 10   SHARED DISPOSITIVE POWER:
     
    1,845,715,689
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
   
  1,845,715,689
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
   
  83.81%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
   
  CO


Table of Contents

                     
CUSIP No.
 
85227G102 
 

 

           
1   NAMES OF REPORTING PERSONS:

   
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
 
  Temasek Holdings (Private) Limited
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

  (a)   o 
  (b)   o 
     
3   SEC USE ONLY:
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS):
   
  Not applicable
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION:
   
  Singapore
       
  7   SOLE VOTING POWER:
     
NUMBER OF   0
       
SHARES 8   SHARED VOTING POWER:
BENEFICIALLY    
OWNED BY   1,845,715,689
       
EACH 9   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON   0
       
WITH 10   SHARED DISPOSITIVE POWER:
     
    1,845,715,689
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
   
  1,845,715,689
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
   
  83.81%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
   
  CO and HC


Table of Contents

     This Amendment No. 19 (the “Amendment”) amends and supplements the Schedule 13D originally filed with the Securities and Exchange Commission on April 23, 2007 and last amended on December 12, 2007 (the “Schedule 13D”) by Singapore Technologies Semiconductors Pte Ltd (“STSPL”), a wholly-owned subsidiary of Temasek Holdings (Private) Limited (“Temasek”), and by Temasek relating to the Ordinary Shares of STATS ChipPAC Ltd. (the “Company”). Capitalized terms used herein and not otherwise defined in this Amendment No. 19 shall have the meanings set forth in the Schedule 13D.
Item 2. Identity and Background
     Updated information regarding the executive officers and directors of STSPL and Temasek is set forth in Exhibit 99.5 hereto and is incorporated herein by reference.
Item 3. Source and Amount of Funds or Other Consideration
     Since the filing of Amendment No. 18 to the Schedule 13D, STSPL (and through its ownership in STSPL, Temasek) has acquired beneficial ownership of 171,500 additional Ordinary Shares; the aggregate purchase price for such shares was US$184,320.58. STSPL funded the purchases using working capital and borrowings from Temasek and/or an affiliate that is wholly-owned by Temasek.
Item 5. Interest in Securities of the Issuer
     STSPL (and through its ownership of STSPL, Temasek) currently has beneficial ownership of 1,845,715,689 Ordinary Shares, representing 83.81% of the issued Ordinary Shares.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
     At the Company’s annual general meeting of shareholders held on April 27, 2009, the shareholders approved the STATS ChipPAC Ltd. Performance Share Plan 2009 (“PSP 2009”) and the STATS ChipPAC Ltd. Equity Grant Plan for Non-Executive Directors Plan (the “NED Plan”).
     Shares allotted and issued pursuant to the PSP 2009 and the NED Plan are subject to certain restrictions and rights, including (i) a right of first refusal by Temasek or any of its subsidiaries, as the case may be, that is then a shareholder of the Company, on any sale by a participant of such shares, and (ii) (x) a call right by Temasek or any of its subsidiaries, as the case may be, that is then a shareholder of the Company, and (y) a put right by the participant (or, at the discretion of the Executive Resource and Compensation Committee of the Company, the beneficiaries of such participant in the event of the participant’s death), in each case, upon termination of the participant’s employment with the Company and its subsidiaries in relation to the PSP 2000 or upon a participant ceasing to hold office as a Non-Executive Director in relation to the NED Plan. These restrictions and rights do not apply as long as the shares of the Company are listed and traded on the Singapore Exchange Securities Trading Limited and/or any other internationally recognized stock exchange.

 


Table of Contents

     Details of the restrictions and rights described above are set forth in the PSP 2009 and the NED Plan included as Exhibit 99.6 and 99.7 hereto and incorporated herein by reference.
Item 7. Material to Be Filed as Exhibits
     
Exhibit 99.5:
  Information Concerning Directors and Executive Officers of STSPL and Temasek.
 
   
Exhibit 99.6:
  STATS ChipPAC Ltd. Performance Share Plan 2009, incorporated herein by reference to Appendix 1 of Exhibit 99.1 to the Company’s report on Form 6-K (File No. 000-29103), as submitted to the Securities and Exchange Commission on April 9, 2009.
 
   
Exhibit 99.7:
  STATS ChipPAC Ltd. Equity Grant Plan for Non-Executive Directors Plan, incorporated herein by reference to Appendix 2 of Exhibit 99.1 to the Company’s report on Form 6-K (File No. 000-29103), as submitted to the Securities and Exchange Commission on April 9, 2009.

2


Table of Contents

SIGNATURES
     After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
         
  Singapore Technologies Semiconductors Pte Ltd
 
 
  By:   /s/ Lena Chia Yue Joo    
    Name:   Lena Chia Yue Joo   
    Title:   Director  
    Date:   May 7, 2009  
 
     
         
  Temasek Holdings (Private) Limited
 
 
  By:   /s/ Lena Chia Yue Joo   
    Name:   Lena Chia Yue Joo   
    Title:   Managing Director, Legal and Regulations  
    Date:   May 7, 2009   

 

EX-99.5 2 u00223exv99w5.htm EX-99.5 INFORMATION CONCERNING DIRECTORS AND EXECUTIVE OFFICERS OF STSPL AND TEMASEK. Ex-99.5 Information Concerning Directors & Exec.
Exhibit 99.5
INFORMATION CONCERNING DIRECTORS AND
EXECUTIVE OFFICERS OF STSPL AND TEMASEK
     1. Directors of STSPL. The following table sets forth information concerning each present director of STSPL, including the name, present principal occupation or employment and interest in the Ordinary Shares, if any. STSPL has no executive officers. Unless otherwise indicated, each such person is a citizen of Singapore, and the business address of each such person is at 60B Orchard Road #06-18 Tower 2, The Atrium@Orchard Singapore 238891, telephone + 65 6828-6828.
         
Name and Residential       Present Principal Occupation or Employment,
Address   Office   Interest in the Ordinary Shares (if any) and Other Information
 
       
Lena Chia Yue Joo
22 Jalan Remaja
Bamboo Grove Park
Singapore 668682
  Director   Ms. Chia joined Temasek in January 2005 and is currently the Managing Director of Legal & Regulations. Prior to joining Temasek, she was a lawyer in private law practice until 1994, when she joined the Singapore Technologies group as an in-house counsel. She held various positions in the Singapore Technologies group, the last being, Director, Legal, of Singapore Technologies Pte Ltd.
       
      Ms. Chia holds a Bachelor of Law (Honors) degree from the National University of Singapore and has been admitted as an advocate & solicitor of the Supreme Court of Singapore.
       
      Ms. Chia beneficially owns a total of 5,000 Ordinary Shares. Ms. Chia has the sole power to vote or direct the vote of, and to dispose or direct the disposition of such Ordinary Shares.
 
       
Leong Wai Leng
1 Jalan Membina
#22-06
Central Green
Condominium
Singapore 169479
  Director   Ms. Leong joined Temasek in March 2006 and is currently a Senior Managing Director and the Chief Financial Officer. Prior to joining Temasek, she was the Deputy Chief Executive Officer of Raffles Holdings Ltd and concurrently the Chief Executive Officer of Raffles International Ltd, its hotel operating and management subsidiary. Prior to joining Raffles, Ms. Leong had 23 years of working experience holding senior management positions in two publicly listed companies and the public sector.
       
      Ms. Leong has a Bachelor of Arts (Honors) in Engineering Tripos and a Master of Arts from Cambridge University, United Kingdom. She also holds a Master of Applied Finance from Macquarie University, Australia.
       
      Ms. Leong beneficially owns a total of 2,000 Ordinary Shares. Such Ordinary Shares are held in the name of her spouse. Ms. Leong and her spouse have the sole power to vote or direct the vote of, and to dispose or direct the disposition of such Ordinary Shares.

 


 

     2. Directors and Executive Officers of Temasek. The following table sets forth information concerning each present director and executive officer of Temasek, including the name, present principal occupation or employment and interest in the Ordinary Shares, if any. Unless otherwise indicated, each such person is a citizen of Singapore, and the business address of each such person is at 60B Orchard Road #06-18 Tower 2, The Atrium@Orchard Singapore 238891, telephone + 65 6828-6828.
         
Name and Residential        
Address (where       Present Principal Occupation or Employment,
applicable)   Office(s)   Interest in the Ordinary Shares (if any) and Other Information
 
       
Suppiah Dhanabalan
1E Chatsworth Avenue
Singapore 249842
  Chairman   Mr. Dhanabalan has been the Chairman of Temasek since September 1996, and was Chairman of DBS Group Holdings Ltd from 1999 to 2005.
       
      Mr. Dhanabalan began his career in the Singapore Civil Service in 1960. He was at the Singapore Economic Development Board from 1961 to 1968, during which he helped establish the Development Bank of Singapore, where he served from 1968 to 1978. He entered politics in 1976 and, while a Member of Parliament, held a number of cabinet positions from 1978 to 1994: Minister for Foreign Affairs, Minister for Culture, Minister for Community Development, Minister for National Development and Minister for Trade and Industry. From 1996 to 1998, Mr. Dhanabalan was the Chairman of Singapore Airlines Limited.
       
      He holds a B.A. (Honors) in Economics from the University of Malaya, Singapore.
 
       
Kwa Chong Seng
19 Victoria Park Road
Singapore 266498
  Deputy
Chairman
  Mr. Kwa is the Chairman and Managing Director of ExxonMobil Asia Pacific Pte Ltd, a Board Director of DBS Group Holdings Ltd and also serves on the Public Service Commission. He was previously the Chairman of Media Corporation of Singapore.
       
      Mr. Kwa joined Esso Singapore in 1969 and worked abroad for about nine years in various assignments, most of which were with Exxon Company, International (New Jersey), in marketing and investment planning positions. He also worked with Exxon in Houston, New York and Hong Kong. He was conferred Honorary Ningbo Citizenship in 1999 and received the National University of Singapore’s Distinguished Engineering Alumni Award in 1994 and the Public Service Star in 2005.
       
      Mr. Kwa graduated as a Mechanical Engineer from the then University of Singapore.
 
       
Koh Boon Hwee
27 Queen Astrid Park
Singapore 266832
  Director   Mr. Koh is the Chairman of DBS Group Holdings Ltd and Sunningdale Tech Ltd and the Executive Director of MediaRing Limited. He is also a Director of Yeo Hiap Seng Limited.
       
      He previously served as the Chairman of Singapore Airlines Limited, SIA Engineering Co. Ltd and Singapore Telecommunications Limited, Executive Chairman of the Wuthelam Group, Executive Chairman and CEO of Sunningdale Tech Ltd, and Managing Director of Hewlett Packard Singapore.
       
      Mr. Koh was conferred the Meritorious Service Medal in 1995 and the Public Service Star in 1991. He holds a B.Eng. (First Class Honours) in Mechanical Engineering from the Imperial College of Science and Technology, University of London, and a Master of Business Administration (Distinction) from the Harvard Business School.

2


 

         
Name and Residential        
Address (where       Present Principal Occupation or Employment,
applicable)   Office(s)   Interest in the Ordinary Shares (if any) and Other Information
 
       
Kua Hong Pak
1 Muswell Hill
Braddell Heights Estate
Singapore 358416
  Director   Mr. Kua is the Managing Director and Group CEO of ComfortDelGro Corporation Ltd and the Deputy Chairman of SBS Transit Ltd and VICOM Ltd. He also sits on the boards of PSA International Pte Ltd, PSA Corporation Ltd, StarHub Ltd, Ringier Print (HK) Ltd and Cabcharge Australia Limited.
       
      He was previously the President and CEO of Times Publishing Group. Mr. Kua was conferred the Public Service Star in 1996 and re-appointed a Justice of the Peace by the President of Singapore in 2005.
       
      Mr. Kua was also conferred Honorary Citizenship by the Shenyang City People’s Government in 1997. He holds a Bachelor of Accountancy from the then University of Singapore and participated in the Advance Management Program of the Harvard Business School in USA.
 
       
Goh Yew Lin
15 Leedon Park
Singapore 267891
  Director   Mr. Goh is the Managing Director of GK Goh Holdings Ltd (“GK Goh”), an investment holding company listed on the Singapore Securities Exchange Trading Limited. He was actively involved in the securities industry in Southeast Asia for 25 years until the sale of GK Goh’s stockbroking business in 2005.
       
      Mr. Goh is an independent Director of CIMB-GK Pte Ltd, Boyer Allan Management Ltd (“Boyer-Allan”) and various funds managed by Boyer Allan. Among his public sector appointments, he is Chairman of the Yong Siew Toh Conservatory of Music, Deputy Chairman of the Singapore Symphonia Company Limited, a trustee of the National University of Singapore and Chairman of the National University of Singapore Investment Committee.
       
      Mr. Goh holds a B.S. (Economics) degree from the University of Pennsylvania.
 
       
Teo Ming Kian
16 Jalan Limau Manis
Bedokville
Singapore 468347
  Director   Mr. Teo joined Temasek as a Director on October 1, 2006. Mr. Teo has been the Permanent Secretary of the Ministry of Finance since October 2006. Before this, he was the Executive Chairman of the Singapore Economic Development Board from February 1, 2001. He is concurrently the Permanent Secretary of the National Research and Development in the Prime Minister’s Office.
       
      He is also the Chairman of MND Holdings Pte Ltd, Accounting & Corporate Regulatory Authority and Inland Revenue Authority of Singapore and a Board Member of the National Research Foundation and the Monetary Authority of Singapore.
       
      Mr. Teo was conferred the Public Administration Medal (Gold) in 1993, and the Commander First Class — Royal Order of the Polar Star (Sweden) in 1994.
 
       
 
      Mr. Teo holds a B.Eng. (First Class Honors) in Mechanical Engineering from Monash University in Australia, and Master of Science in Management Studies from Massachusetts Institute of Technology in USA.

3


 

         
Name and Residential        
Address (where       Present Principal Occupation or Employment,
applicable)   Office(s)   Interest in the Ordinary Shares (if any) and Other Information
 
       
Marcus Wallenberg
Nordenskioldsgatan
76115 21 Stockholm
Sweden
  Director   Mr. Wallenberg, a Swedish national, joined Temasek as a Director on July 8, 2008. Mr. Wallenberg is the Chairman of several major companies belonging to the network of the Swedish investment company, Investor AB, including Skandinaviska Enskilda Banken, SAAB AB and AB Electrolux.
       
      He is also Deputy Chairman of L. M. Ericsson. In addition, Mr. Wallenberg most recently served as Chairman of the International Chamber of Commerce, a world business organization with representation from global businesses, aimed at promoting cross border trade and investments. He also served as President and CEO of Investor AB for six years. Mr. Wallenberg is also a Board member of AstraZeneca, Stora Enso and the Knut and Alice Wallenberg Foundation.
       
      He holds a Bachelor of Science in Foreign Service from Georgetown University, Washington D.C.
 
       
Simon Claude Israel
68 Andrew Road
Caldecott Hill Estate
Singapore 299974
  Executive
Director
  Mr. Israel joined Temasek in July 2006 as an Executive Director after spending 10 years with the Danone Group, as Chairman Asia Pacific and as a member of the Danone Group’s Executive Committee.
       
      Prior to the Danone Group, Mr. Israel enjoyed a 22-year career with Sara Lee Corporation across the Asia Pacific region progressing to Head (Household & Personal Care) of Asia Pacific.
       
      Mr. Israel chairs the Singapore Tourism Board, sits on the Business Advisory Board of the Lee Kong Chian School of Business at Singapore Management University, and is Chairman of Asia Pacific Breweries Limited and Asia Pacific Breweries Foundation. He is also a Member of the Board of Singapore Telecommunications Limited, Neptune Orient Lines Limited, and Fraser and Neave Limited.
 
       
 
      He holds a Diploma of Business Studies from The University of the South Pacific. Mr. Israel was conferred Knight in the Legion of Honour by the French Government in 2007.
 
       
Ho Ching
24 Rochalie Drive
Rose Garden
Singapore 248255
  Executive
Director
& CEO
  Ms. Ho joined Temasek as a Director in January 2002 and became its Executive Director in May 2002. From January 1, 2004, she assumed the position of Executive Director and CEO.
     
    She started her career in 1976 with the Ministry of Defence where she held various positions in the Defence Science Organisation and the Defence Materiel Organisation, and was conferred the Public Administration Medal (Silver, 1985). She joined the Singapore Technologies group in 1987 and was appointed President and CEO from April 1997 to December 2001.
       
      Awarded the Public Service Star (1996), Ms. Ho is a Distinguished Engineering Alumnus of the National University of Singapore and an Honorary Fellow of the Institute of Engineering, Singapore.
 
       
 
      She holds a BEngg (Hons) from the University of Singapore and a MSc (Electrical Engineering) from Stanford University, USA.
 
       

4


 

         
Name and Residential        
Address (where       Present Principal Occupation or Employment,
applicable)   Office(s)   Interest in the Ordinary Shares (if any) and Other Information
 
       
Charles W. Goodyear
5 Anthony Road
Orchard Scotts
Residences
#17-20
Singapore 229954
  Executive
Director &
CEO —
Designate
  Mr. Goodyear, an American, joined Temasek as a Director on February 1, 2009. Mr. Goodyear assumed the position of Executive Director and CEO-Designate on March 1, 2009 and will assume the position of Executive Director and CEO on October 1, 2009.
     
    He started his career at Kidder, Peabody, a former U.S.-based securities firm, and is a former President of Goodyear Capital Corporation and former Executive Vice President and Chief Financial Officer of Freeport-McMoRan Inc. He joined BHP Billiton as Chief Financial Officer in 1999, and was subsequently appointed Chief Development Officer in July 2001 and Chief Executive Officer in January 2003. He was a Board member of BHP Billiton Limited and BHP Billiton Plc from November 2001 to September 30, 2007 and retired from BHP Billiton on January 1, 2007. He was previously a member of the International Council on Mining and Metals and the National Petroleum Council.
     
      He holds a Bachelor of Science (Geology & Geophysics) from Yale University and a Master of Business Administration from The Wharton School of Finance, University of Pennsylvania.
 
       
Charles Ong
  Senior
Managing
Director, Chief
Strategist
  Mr. Ong joined Temasek in August 2002 and is currently a Senior Managing Director and the Chief Strategist. He was previously the Chief Investment Officer.
 
     
 
    Prior to joining Temasek, Mr. Ong was associated with Deutsche Bank AG, where he oversaw their investment banking business in Southeast Asia. He started his career with Lazard Freres & Co. in New York in 1989 as a mergers and acquisition banker.
 
     
 
    Mr. Ong is a graduate of Massachusetts Institute of Technology and Harvard Business School.
 
       
Cheo Hock Kuan
  Senior
Managing
Director,
Corporate
Development
& Special
Projects
  Ms. Cheo Hock Kuan joined Temasek in 2002 and is currently a Senior Managing Director for Corporate Development & Special Projects. Her focus areas include corporate governance, leadership dynamics and partnership, organization development and relationship building. She spent two years in Beijing from 2004 where she was also concurrently Chief Representative for China.
 
     
 
    Prior to joining Temasek, Ms. Cheo was with Singapore Technologies Pte Ltd, where she was responsible for the executive resource management for the Singapore Technologies group of companies.
 
       
Tow Heng Tan
  Senior
Managing
Director, Chief
Investment
Officer
  Mr. Tow joined Temasek in September 2002 and is currently a Senior Managing Director and the Chief Investment Officer.
 
     
 
    He started his career with Coopers & Lybrand. He was later an investment banker with Schroders Singapore and Managing Director of Lum Chang Securities Pte Ltd. Mr. Tow was also previously Senior Director of DBS Vickers Securities. Mr. Tow is a director on the boards of Keppel Corporation Limited and ComfortDelgro Corporation Ltd. He is a Fellow of the Association of Chartered Certified Accountants (U.K.), a Fellow of the Chartered Institute of Management Accountants (U.K.) and a member of the Institute of Certified Public Accountants of Singapore.

5


 

         
Name and Residential        
Address (where       Present Principal Occupation or Employment,
applicable)   Office(s)   Interest in the Ordinary Shares (if any) and Other Information
 
       
Gan Chee Yen
  Senior
Managing
Director, Co-
Chief
Investment
Officer
  Mr. Gan joined Temasek in May 2003 and is currently a Senior Managing Director and the Co-Chief Investment Officer.
 
     
 
    Prior to joining Temasek, he was the Director for Finance of Singapore Technologies Pte Ltd. He is currently a member of the Board of Commissioners of PT Bank Danamon Indonesia Tbk. Mr. Gan is a member of the Institute of Certified Public Accountants of Singapore.
 
     
 
    He received his Bachelor of Accountancy from the National University of Singapore and attended Harvard’s Program for Management Development in September 2001.
 
       
 
      Mr. Gan beneficially owns a total of 100,000 Ordinary Shares that may be acquired pursuant to options held by Mr. Gan. Mr. Gan has the sole power to vote or direct the vote of, and to dispose or direct the disposition of 100,000 of such Ordinary Shares.
 
       
Manish Kejriwal
  Senior
Managing
Director,
Investment,
International &
India
  Mr. Kejriwal joined Temasek in March 2004 and is currently a Senior Managing Director who has oversight of India, Investment and International.
 
     
 
    Prior to joining Temasek, Mr. Kejriwal was a Partner at McKinsey & Company, Inc. where he was a part of their New York, Cleveland and Mumbai offices. He had previously worked with Goldman Sachs and the World Bank.
 
     
 
    Mr. Kejriwal received a Bachelor of Arts from Dartmouth College, where he graduated Magna Cum Laude with a major in Economics and Engineering Sciences. He holds a Master of Business Administration from Harvard University where he graduated with high distinction as a Baker Scholar. He currently sits on the board of Fullerton Financial Holdings Pte. Ltd.
 
       
Leong Wai Leng
  Senior
Managing
Director,
Corporate
Development
& Chief
Financial
Officer
  Ms. Leong joined Temasek in March 2006 and is currently a Senior Managing Director for Corporate Development and the Chief Financial Officer.
 
     
 
    Prior to joining Temasek, she was the Deputy CEO of Raffles Holdings Ltd and concurrently, the CEO of Raffles International Ltd, its hotel operating and management subsidiary. Prior to joining Raffles, she had 23 years of experience holding senior management positions in two publicly-listed companies and the public sector.
 
     
 
    Ms. Leong holds a Bachelor of Arts (Honours) in Engineering Tripos and a Master of Arts from Cambridge University, United Kingdom. She also holds a Master of Applied Finance degree from Macquarie University, Australia.
 
       
Hiew Yoon Khong
  Senior
Managing
Director,
Special
Projects
  Mr. Hiew joined Temasek in June 2003 and is currently Senior Managing Director for Special Projects.
 
     
 
    He is also Executive Director and CEO of Mapletree Investments before which he was Managing Director for Temasek’s Private Equity Funds Investment portfolio. He previously held the positions of Chief Financial Officer of the CapitaLand Limited group and CEO of CapitaLand Commercial as well as CEO of CapitaLand Financial. Before joining CapitaLand Limited, Mr. Hiew held various positions in the areas of corporate finance, management consultancy and project financing over a 10 year period.
 
     
 
    He holds a Master of Arts in Economics from the University of Warwick as well as a Bachelor of Arts in Economics from the University of Portsmouth.
 
       

6


 

         
Name and Residential        
Address (where       Present Principal Occupation or Employment,
applicable)   Office(s)   Interest in the Ordinary Shares (if any) and Other Information
 
       
Michael Edward Dee
  Senior
Managing
Director,
International
  Mr. Dee joined Temasek in August 2008 and is currently a Senior Managing Director for International.
 
     
 
    Prior to joining Temasek, Mr. Dee was an investment banker at Morgan Stanley for over 25 years in a variety of positions in Capital Markets, M&A and firm management. He has worked in New York, London, Hong Kong, Singapore and Houston over a 15 year period. Whilst in Singapore, Mr. Dee was the Regional CEO for Southeast Asia from 2001 to 2004. He was also appointed Singapore’s Honorary Counsel General in Houston.
 
       
 
      Mr. Dee holds a degree in Bachelor of Science in Economics from the Wharton School of the University of Pennsylvania.
 
       
Goh Yong Siang
  Senior
Managing
Director,
International &
Strategic
Relations
  Mr. Goh joined Temasek in August 2006 and is currently a Senior Managing Director for International & Strategic Relations.
 
     
 
    Prior to joining Temasek, Mr. Goh spent 7 years in the United States, initially as President, ST Engineering (USA) and concurrently Chairman, Dalfort and MAE between 1999 and 2000, and subsequently for the next 5 years, in private equity with Texas-based companies. Mr. Goh is a fighter pilot by training and served in the Singapore Armed Forces, retiring as Chief of Air Force in 1998.
 
       
 
      He holds a degree in Bachelor of Arts from National University of Singapore and attended the Advanced Management Program at Harvard Business School.
 
       
Ng Yat Chung
  Senior
Managing
Director,
Corporate
Development,
Portfolio
Management &
Systems
  Mr. Ng joined Temasek Holdings in July 2007 and is currently Senior Managing Director for Corporate Development, Portfolio Management and Systems.
 
     
 
    Prior to joining Temasek Holdings, he was the Chief of Defence Force of the Singapore Armed Forces (SAF). During his career in the Singapore Armed Forces, Mr. Ng served in senior command and staff positions in planning, operations and logistics. His major assignments included Chief of Staff (Joint Staff) and Chief of Army. He is a member of the Board of Trustees of the National University of Singapore.
 
       
 
      Mr. Ng holds a Master of Arts in Mathematics from Cambridge University and a Master of Business Administration from Stanford University.
 
       
Jimmy Phoon
  Senior
Managing
Director,
Strategy
  Mr. Phoon rejoined Temasek in November 2008 and is currently a Senior Managing Director for Strategy. He was with Temasek from October 1999 to September 2007, with his last held position as Chief Investment Officer, before he left to pursue his own interest.
 
     
 
    Prior to joining Temasek, Mr. Phoon was with Standard Chartered Merchant Bank Asia Limited (“SCMBA”). In his eight years with SCMBA, he managed several initial public offerings, public takeovers, mergers and acquisitions, and corporate restructurings. Mr. Phoon was a Deputy Director in the Ministry of Finance of Singapore from 1988 to 1992 and was responsible for the formulation of corporate and international tax policies.
 
       
 
      Mr. Phoon holds a Bachelor of Economics (Honors) from Monash University, Australia.

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