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    TEE Land IPO - Prospectus (29 May 2013)

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    This document summarizes a prospectus for TEE Land Limited regarding an invitation for 115 million invitation shares at $0.54 each through public offer and placement. Some key details include that TEE Land has an established track record in residential development in Singapore and an established network of partners. The company is looking to expand beyond residential to commercial and industrial properties both in Singapore and other Southeast Asian countries like Malaysia, Thailand and Vietnam. The prospectus also outlines the company's competitive strengths in understanding local markets and an experienced management team, as well as business strategies like focusing on quality residential development and expanding into new markets.

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    TEE Land IPO - Prospectus (29 May 2013)

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    This document summarizes a prospectus for TEE Land Limited regarding an invitation for 115 million invitation shares at $0.54 each through public offer and placement. Some key details include that TEE Land has an established track record in residential development in Singapore and an established network of partners. The company is looking to expand beyond residential to commercial and industrial properties both in Singapore and other Southeast Asian countries like Malaysia, Thailand and Vietnam. The prospectus also outlines the company's competitive strengths in understanding local markets and an experienced management team, as well as business strategies like focusing on quality residential development and expanding into new markets.

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    This document summarizes a prospectus for TEE Land Limited regarding an invitation for 115 million invitation shares at $0.54 each through public offer and placement. Some key details include that TEE Land has an established track record in residential development in Singapore and an established network of partners. The company is looking to expand beyond residential to commercial and industrial properties both in Singapore and other Southeast Asian countries like Malaysia, Thailand and Vietnam. The prospectus also outlines the company's competitive strengths in understanding local markets and an experienced management team, as well as business strategies like focusing on quality residential development and expanding into new markets.

    Copyright:

    Attribution Non-Commercial (BY-NC)
    Download as PDF, TXT or read online from Scribd
    Download as pdf or txt
    1K views409 pages

    TEE Land IPO - Prospectus (29 May 2013)

    Uploaded by

    Invest Stock
    This document summarizes a prospectus for TEE Land Limited regarding an invitation for 115 million invitation shares at $0.54 each through public offer and placement. Some key details include that TEE Land has an established track record in residential development in Singapore and an established network of partners. The company is looking to expand beyond residential to commercial and industrial properties both in Singapore and other Southeast Asian countries like Malaysia, Thailand and Vietnam. The prospectus also outlines the company's competitive strengths in understanding local markets and an experienced management team, as well as business strategies like focusing on quality residential development and expanding into new markets.

    Copyright:

    Attribution Non-Commercial (BY-NC)
    Download as PDF, TXT or read online from Scribd
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    of 409

    PROSPECTUS DATED 29 MAY 2013

    (REGISTERED BY THE MONETARY AUTHORITY OF SINGAPORE ON 29 MAY 2013)

    This document is important. If you are in any doubt as to the action you should take, you should consult your legal, financial, tax, or other professional adviser. We have applied to the Singapore Exchange Securities Trading Limited (the SGX-ST) for permission to deal in, and for quotation of, all the ordinary shares (the Shares) in the capital of TEE Land Limited (the Company) already issued, the Invitation Shares (as defined herein) which are the subject of this Invitation (as defined herein), the new Shares which may be issued upon the exercise of the Over-allotment Option (as defined herein) (the Over-allotment Shares) and the new Shares which may be issued upon the vesting of the Awards (as defined herein) granted pursuant to the TEE Land PSP (as defined herein) (the Award Shares) and/or the grant of Options (as defined herein) pursuant to the TEE Land ESOS (as defined herein) (the Option Shares). Such permission will be granted when we have been admitted to the Official List of the SGX-ST. The dealing in and quotation of our Shares will be in Singapore dollars. Acceptance of applications will be conditional upon, inter alia, the issue of the Invitation Shares and permission being granted to deal in, and for quotation, of all of the existing issued Shares, the Invitation Shares, the Over-allotment Shares (if the Over-allotment Option is exercised), the Award Shares and the Option Shares. If the completion of the Invitation does not occur because the SGX-STs permission is not granted or for any other reason, monies paid in respect of any application accepted will be returned to you, subject to applicable laws, at your own risk, without interest or any share of revenue or other benefit arising therefrom, and you will not have any claim against us, the Issue Manager, Underwriter and Lead Placement Agent (as defined herein) or the Joint Placement Agent (as defined herein). The SGX-ST assumes no responsibility for the correctness of any of the statements made, reports contained or opinions expressed in this Prospectus. Admission to the Official List of the SGX-ST is not to be taken as an indication of the merits of the Invitation, our Company, our Subsidiaries (as defined herein), our existing issued Shares, the Invitation Shares, the Overallotment Shares (if the Over-allotment Option is exercised), the Award Shares or the Option Shares. In connection with the Invitation, we have granted to the Stabilizing Manager the Over-allotment Option, exercisable, in whole or in part, for up to 23,000,000 Over-allotment Shares representing not more than 20% of the Invitation Shares, at the Issue Price, on one occasion or more occasions from the Listing Date (as defined herein) but no later than the date falling 30 days from the Listing Date, solely for the purpose of covering over-allotments (if any) made in connection with the Invitation. The Stabilizing Manager may over-allot and effect transactions which stabilize or maintain the market prices of our Shares at levels which may not otherwise prevail in the open market, subject to compliance with all applicable laws and regulations. Such stabilization activities, if commenced, may be discontinued by the Stabilizing Manager at any time at its sole discretion, subject to compliance with all applicable laws and regulations. The total number of issued Shares immediately after the completion of the Invitation (and prior to the exercise of the Over-allotment Option) will be 446,876,000 Shares. If the Over-allotment Option is exercised in full, the total number of issued Shares immediately after the completion of the Invitation will increase by 23,000,000 Shares to 469,876,000 Shares. A copy of this Prospectus has been lodged with and registered by the Authority. The Authority assumes no responsibility for the contents of this Prospectus. Registration of this Prospectus by the Authority does not imply that the Securities and Futures Act (Chapter 289) of Singapore, or any other legal or regulatory requirements, have been complied with. The Authority has not, in any way, considered the merits of our existing issued Shares, the Invitation Shares, the Over-allotment Shares (if the Over-allotment Option is exercised), the Award Shares and the Option Shares, as the case may be, being offered for investment. We have not lodged or registered this Prospectus in any other jurisdiction. No Shares will be allotted on the basis of this Prospectus later than 6 months after the date of registration of this Prospectus by the Authority. Investing in our Shares involves risks which are described in the section entitled Risk Factors of this Prospectus.

    TEE LAND LIMITED


    (Incorporated in the Republic of Singapore) (Company Registration Number 201230851R)

    Invitation in respect of 115,000,000 Invitation Shares comprising: (a) 6,000,000 Public Offer Shares at S$0.54 each by way of Public Offer; and (b) 109,000,000 Placement Shares at S$0.54 each by way of Placement, comprising: (i) 98,000,000 Placement Shares; and (ii) 11,000,000 Reserved Shares reserved for subscription by directors and employees of TEE International Limited (save for Mr. Phua Chian Kin), Directors, Employees, business associates and those who have contributed to the success of the Group, payable in full on application (subject to the Over-allotment Option).
    Issue Manager, Underwriter and Lead Placement Agent

    (Incorporated in the Republic of Singapore) (Company Registration Number 200401542N)

    SAC CAPITAL PRIVATE LIMITED

    Joint Placement Agent

    RHB BANK BERHAD, SINGAPORE BRANCH


    (Incorporated in Malaysia) (Company Registration Number 6171-M)

    Applications should be received by 12.00 noon on 4 June 2013 or such other date and time as our Company may, in consultation with the Issue Manager, Underwriter and Lead Placement Agent, decide, subject to any limitations under all applicable laws.

    Competitive Strengths Our Directors believe that our competitive strengths are as follows: We are a property developer with an established track record We have an established track record in delivering quality and well-designed residential property developments in Singapore. Our property development projects are pre-dominantly freehold in tenure and are targeted at middle-to-high income consumers who value exclusivity in good locations. We have an established network of business relationships with other property developers and contractors We have entered into joint ventures and maintained relationships with an extensive and established network of partners. This has enabled us to leverage on their experience, business connections, expertise and resources, in order to capitalize on suitable market opportunities for future growth. We are expanding beyond residential property development and have a regional presence in South-East Asia We are expanding into commercial property development projects as well as industrial property development projects both in Singapore and regionally. Leveraging on our experience and expertise in property development in Singapore, we have also extended our geographical reach to Malaysia, Thailand and Vietnam. We understand the needs of our customers in the countries our Group operates in Through our experience and involvement in the property development business, we understand the local social demographics and supply and demand factors. As such, we believe that such knowledge puts us in good stead to develop projects that appeal to our customers in the different regions in which our Group operates.

    The valuations of our properties are conducted by professional independent valuers based on certain assumptions. Please refer to Appendix J Valuation Reports for a detailed account of each projects valuation.

    Capital Value

    S$394.5 million*

    We have dedicated and experienced key management personnel We have a dedicated and experienced key management team. Our Executive Director and CEO, Mr. Phua Cher Chew, and our Executive Director and Finance Director, Mr. Boon Choon Kiat, have collectively more than 20 years of experience in the property industry in Singapore and the Indochina region (primarily in Thailand, Vietnam, Cambodia, and Myanmar) respectively, and are instrumental in growing our business. Business Strategies and Future Plans Focus on quality residential property development and expand into commercial and industrial property development We will continue to invest in land sites with good locations for development into quality residential units with innovative designs and lifestyle themes. To ensure sustainable growth of our Group, we are also expanding into commercial and industrial property development projects, which will either be leased out for rental income or be developed and sold for an attractive profit margin. Strengthen our position in foreign markets in Malaysia, Thailand and Vietnam Leveraging on our experience and expertise in property development in Singapore, we have also extended our geographic reach to Malaysia, Thailand and Vietnam and we intend to strengthen our presence in these foreign markets by continually sourcing for suitable property development projects in good locations. We believe that it is beneficial for the long-term growth of our Group to diversify our presence in foreign markets as this will assist in mitigating policy and demand risks that we may face in Singapore. Expand into new markets We believe that countries such as Myanmar, Sri Lanka, and New Zealand offer good growth potential for property developments as a result of their respective economic and political climate. In Myanmar, we believe the ongoing economic boom will result in an increase in demand for residential and commercial properties. With the newly regained peace in Sri Lanka, we anticipate an increase in demand for residential and commercial properties as a result of increased investments. In New Zealand, we believe that we will be able to capitalize on the current shortage of high quality apartments in the Christchurch city centre to provide the desired specification of properties as the population grows.

    TEE Land Limited (TEE Land or the Group) is a property developer with an established track record in delivering quality and well-designed residential property developments in Singapore. Our property development projects are pre-dominantly freehold in tenure and are targeted at middle-to-high income consumers who value exclusivity in good locations. Whilst we continue to specialize in residential property developments, we are expanding into commercial and industrial property development projects. Leveraging on our experience and expertise in property development in Singapore, we have also extended our geographical reach to Malaysia, Thailand and Vietnam.

    Our Property Portfolio


    Projects Launched and Completed Name The Thomson Duplex 31 & 31A Dunsfold Drive Cantiz@Rambai The Surawong Chewathai Ratchaprarop 223@Mountbatten (1) Location 323B Thomson Road, Singapore 31 & 31A Dunsfold Drive, Singapore 21 Rambai Road, Singapore 156 Surawong Road, Bangruk District, Bangkok, Thailand Ratchaprarop Road, Dusit - Ratchathewi (Dusit) District, Bangkok, Thailand 223 Mountbatten Road Description Residential Residential Residential Residential Residential Commercial Tenure Freehold Freehold Freehold Freehold Freehold Leasehold of 15 years with effect from 20 February 2012 Ownership (%) 100 100 100 24.5 49 8 Sold (%) 100 100 100 67 92 NA

    (1) This is a commercial property which has been partially leased out since February 2013.

    Projects Launched And Not Completed Name 448@East Coast 91 Marshall Aura 83 The Boutiq Rezi26 Sky Green Palacio The Peak @ Cairnhill I The Peak @ Cairnhill II Chewathai Ramkhamhaeng Location 448 East Coast Road, Singapore 91 Marshall Road, Singapore 83 Duku Road, Singapore 143 and 145 Killiney Road, Singapore 5, 5A and 5B Lorong 26 Geylang, Singapore 568 and 570 Macpherson Road, Singapore No. 63 to 67 Lorong M Telok Kurau, Singapore 51 Cairnhill Circle, Singapore 61 Cairnhill Circle, Singapore Ramkhamhaeng Road, Bangkapi District, Bangkok, Thailand Description Residential Residential Residential Residential Residential Residential Residential Residential Residential Residential Tenure Freehold Freehold Freehold Freehold Freehold Freehold Freehold Freehold Freehold Freehold Ownership (%) 100 100 100 20 45 20 32 27 27 49 Sold (%) 100 100 82 80 100 96 90 60 45 Capital Value(*) (S$000) 17,996 17,557 41,325 38,300 23,866 24,991 13,309 18,873 29,376 13,849

    Projects To be Launched Location 2A/B 20A/B, (Even Nos) Cactus Road, Singapore 48-60 Lorong 32, Geylang, Singapore 64-80 Hillside Drive, Singapore 7-19 Sam Leong Road, Singapore 100-230 West Coast Way, Singapore Jalan Teknokrat 3, 63000 Cyberjaya, Selangor, Malaysia Tambon Map Yang Phon, Amphur Pluak Daeng, Rayong Province, Thailand Phu Huu Residential District 9, Ho Chin Minh City, Vietnam Description Commercial and Residential Residential Residential Commercial Commercial and Residential Commercial Industrial Tenure Freehold Freehold 999 years Freehold 956 years Freehold Freehold Leasehold of 50 years with effect from 14 October 2011 Ownership (%) 7 45 100 35 7 100 49 Capital Value(*) (S$000) 8,456 12,990 21,387 6,796 23,289 44,731 NA

    Residential

    65

    2,570

    The valuations of our properties are conducted by professional independent valuers based on certain assumptions. Please refer to Appendix J Valuation Reports for a detailed account of each projects valuation.

    TABLE OF CONTENTS
    Page CORPORATE INFORMATION ............................................................................................................ DEFINITIONS ...................................................................................................................................... GLOSSARY OF TECHNICAL TERMS ................................................................................................ CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS...................................... SELLING RESTRICTIONS .................................................................................................................. DETAILS OF THE INVITATION ............................................................................................................ PROSPECTUS SUMMARY ................................................................................................................ OUR BUSINESS ............................................................................................................................ OUR COMPETITIVE STRENGTHS................................................................................................ OUR BUSINESS STRATEGIES AND FUTURE PLANS ................................................................ OUR FINANCIAL HIGHLIGHTS...................................................................................................... RISK FACTORS .................................................................................................................................. THE INVITATION.................................................................................................................................. INVITATION STATISTICS .................................................................................................................... PLAN OF DISTRIBUTION .................................................................................................................. MANAGEMENT AND UNDERWRITING AGREEMENT AND PLACEMENT AGREEMENT ............ CLEARANCE AND SETTLEMENT .................................................................................................... USE OF PROCEEDS AND LISTING EXPENSES OF THE INVITATION .......................................... EXCHANGE CONTROLS .................................................................................................................... DIVIDEND POLICY ............................................................................................................................ SHARE CAPITAL ................................................................................................................................ SHAREHOLDERS .............................................................................................................................. MORATORIUM ................................................................................................................................ CAPITALIZATION AND INDEBTEDNESS .......................................................................................... DILUTION ............................................................................................................................................ VALUATION ........................................................................................................................................ SELECTED COMBINED FINANCIAL INFORMATION ...................................................................... 5 7 15 16 18 19 24 24 24 24 25 26 39 41 42 45 48 49 51 54 55 58 59 60 65 66 68

    -1-

    TABLE OF CONTENTS
    Page SUMMARY OF OUR FINANCIAL INFORMATION ............................................................................ MANAGEMENTS DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL POSITION ........................................................................................................................ GENERAL INFORMATION ON OUR GROUP .................................................................................... OUR HISTORY AND DEVELOPMENT .......................................................................................... RESTRUCTURING EXERCISE ...................................................................................................... OUR CORPORATE STRUCTURE .................................................................................................. OUR SUBSIDIARIES AND ASSOCIATED COMPANIES .............................................................. OUR BUSINESS ............................................................................................................................ INTELLECTUAL PROPERTY.......................................................................................................... INSURANCE .................................................................................................................................. CREDIT MANAGEMENT ................................................................................................................ MAJOR CUSTOMERS .................................................................................................................... MAJOR SUPPLIERS ...................................................................................................................... SALES AND MARKETING.............................................................................................................. RESEARCH AND DEVELOPMENT................................................................................................ PROPERTIES AND FIXED ASSETS.............................................................................................. COMPETITION................................................................................................................................ COMPETITIVE STRENGTHS ........................................................................................................ GOVERNMENT REGULATIONS ........................................................................................................ PROSPECTS, BUSINESS STRATEGIES AND FUTURE PLANS...................................................... OUR PROSPECTS ........................................................................................................................ TREND INFORMATION .................................................................................................................. OUR ORDER BOOK ...................................................................................................................... OUR BUSINESS STRATEGIES AND FUTURE PLANS ................................................................ DIRECTORS, MANAGEMENT AND STAFF ...................................................................................... MANAGEMENT REPORTING STRUCTURE ................................................................................ DIRECTORS .................................................................................................................................. KEY EXECUTIVES ........................................................................................................................ -270

    72 93 93 95 97 98 100 106 106 107 109 109 110 110 110 111 112 114 123 123 125 126 126 128 128 129 133

    TABLE OF CONTENTS
    Page PRINCIPAL DIRECTORSHIPS OF OUR DIRECTORS AND KEY EXECUTIVES ........................ SERVICE AGREEMENTS .............................................................................................................. DIRECTORS AND KEY EXECUTIVES REMUNERATION............................................................ EMPLOYEES .................................................................................................................................. MATERIAL BACKGROUND INFORMATION ON OUR DIRECTORS, KEY EXECUTIVES AND CONTROLLING SHAREHOLDER ........................................................................................ TEE LAND PERFORMANCE SHARE PLAN AND TEE LAND EMPLOYEE SHARE OPTION SCHEME .............................................................................................................................................. INTERESTED PERSON TRANSACTIONS AND POTENTIAL CONFLICT OF INTERESTS ............ INTERESTED PERSON TRANSACTIONS AND POTENTIAL CONFLICT OF INTERESTS ........ PAST INTERESTED PERSON TRANSACTIONS .......................................................................... PRESENT AND ON-GOING INTERESTED PERSON TRANSACTIONS ...................................... OTHER TRANSACTIONS .............................................................................................................. REVIEW PROCEDURES FOR FUTURE INTERESTED PERSON TRANSACTIONS .................. POTENTIAL CONFLICT OF INTERESTS ...................................................................................... CORPORATE GOVERNANCE ............................................................................................................ GENERAL AND STATUTORY INFORMATION .................................................................................. APPENDIX A INDEPENDENT AUDITORS REPORT ON THE COMBINED FINANCIAL STATEMENTS FOR THE YEARS ENDED 31 MAY 2012, 2011 AND 2010 ............ APPENDIX B INDEPENDENT AUDITORS REPORT ON THE COMBINED INTERIM CONDENSED FINANCIAL STATEMENTS FOR THE SIX MONTHS PERIOD ENDED 30 NOVEMBER 2012.................................................................................. APPENDIX C INDEPENDENT AUDITORS REPORT ON THE UNAUDITED PROFORMA GROUP FINANCIAL INFORMATION FOR THE YEAR ENDED 31 MAY 2012 AND FOR THE SIX MONTHS PERIOD ENDED 30 NOVEMBER 2012.................. APPENDIX D SUMMARY OF MEMORANDUM AND ARTICLES OF ASSOCIATION OF OUR COMPANY ................................................................................................................ APPENDIX E DESCRIPTION OF OUR SHARES .......................................................................... APPENDIX F TERMS, CONDITIONS AND PROCEDURES FOR APPLICATION AND ACCEPTANCE.......................................................................................................... APPENDIX G TAXATION ................................................................................................................ 134 138 141 141

    142

    143 148 148 148 152 157 160 162 168 173

    A-1

    B-1

    C-1

    D-1 E-1

    F-1 G-1

    -3-

    TABLE OF CONTENTS
    Page APPENDIX H : RULES OF THE TEE LAND PERFORMANCE SHARE PLAN .............................. APPENDIX I : RULES OF THE TEE LAND EMPLOYEE SHARE OPTION SCHEME .................. APPENDIX J : VALUATION REPORTS .......................................................................................... H-1 I-1 J-1

    -4-

    CORPORATE INFORMATION
    BOARD OF DIRECTORS : Er. Dr. Lee Bee Wah Non-Executive Chairman and Independent Director Mr. Phua Cher Chew Executive Director and CEO Mr. Boon Choon Kiat Executive Director and Finance Director Ms. Saw Chin Choo Non-Executive Director Dato Paduka Timothy Ong Teck Mong Non-Executive Director Dr. Tan Khee Giap Independent Director Mr. Chin Sek Peng Independent Director Mr. Lim Teck Chai, Danny Independent Director COMPANY REGISTRATION NUMBER COMPANY SECRETARIES : : 201230851R Hazel Chia Luang Chew, FCIS Juliana Tan Beng Hwee, ACIS Blk 2024 Bukit Batok Street 23 #03-26 Singapore 659529 SAC Capital Private Limited 1 Robinson Road #21-02 AIA Tower Singapore 048542 RHB Bank Berhad, Singapore Branch 90 Cecil Street #03-00 RHB BANK Building Singapore 069531 Deloitte & Touche LLP 6 Shenton Way Tower 2 #32-00 Singapore 068809 (Partner-in-charge: Loi Chee Keong Certified Public Accountant) Shook Lin & Bok LLP 1 Robinson Road #18-00 AIA Tower Singapore 048542 Stamford Law Corporation 10 Collyer Quay #27-00 Ocean Financial Centre Singapore 049315

    REGISTERED OFFICE AND PRINCIPAL PLACE OF BUSINESS

    ISSUE MANAGER, UNDERWRITER, LEAD PLACEMENT AGENT AND STABILIZING MANAGER

    JOINT PLACEMENT AGENT

    INDEPENDENT AUDITORS AND REPORTING ACCOUNTANTS

    LEGAL ADVISER TO THE COMPANY AS TO THE LAW IN SINGAPORE

    LEGAL ADVISER TO THE ISSUE MANAGER, UNDERWRITER, LEAD PLACEMENT AGENT AND STABILIZING MANAGER AND THE JOINT PLACEMENT AGENT AS TO SINGAPORE LAW

    -5-

    CORPORATE INFORMATION
    LEGAL ADVISER TO THE COMPANY AS TO THE LAW IN MALAYSIA : Zaid Ibrahim & Co Level 19, Menara Milenium Jalan Damanlela Pusat Bandar Damansara Kuala Lumpur 50490, Malaysia South Asia Law Co., Ltd. 5th Floor, Zuellig House 1 - 7 Silom Road Silom Bangrak Bangkok 10500 Thailand KhattarWong Vietnam Limited Saigon Trade Centre, #20-01 37 Ton Duc Thang Street, District 1 Ho Chi Minh City, Vietnam B.A.C.S. Private Limited 63 Cantonment Road Singapore 089758 Chesterton Suntec International Pte Ltd 9 Temasek Boulevard #06-01 Suntec Tower Two Singapore 038989 Colliers International Consultancy & Valuation (Singapore) Pte Ltd 1 Raffles Place #45-00 One Raffles Place Singapore 048616 DTZ Debenham Tie Leung (Vietnam) Co. Ltd R.2706-7 Saigon Trade Centre 37 Ton Duc Thang Street District 1, HCMC Vietnam RECEIVING BANKER : RHB Bank Berhad, Singapore Branch 90 Cecil Street #03-00 RHB BANK Building Singapore 069531 United Overseas Bank Limited 80 Raffles Place UOB Plaza 1 Singapore 048624 Oversea-Chinese Banking Corporation Limited 65 Chulia Street OCBC Centre Singapore 049513 Hong Leong Finance Limited 16 Raffles Quay #01-05 Hong Leong Building Singapore 048581 -6-

    LEGAL ADVISER TO THE COMPANY AS TO THE LAW IN THAILAND

    LEGAL ADVISER TO THE COMPANY AS TO THE LAW IN VIETNAM

    SHARE REGISTRAR AND SHARE TRANSFER AGENT

    INDEPENDENT VALUERS

    PRINCIPAL BANKERS/FINANCIAL INSTITUTIONS

    DEFINITIONS
    In this Prospectus and the accompanying Application Forms and, in relation to Electronic Applications, the instructions appearing on the screens of the ATMs of Participating Banks and the internet banking websites of the relevant Participating Banks, unless the context otherwise requires, the following definitions apply throughout where the context so admits: Companies within our Group

    Company or TEE Land Chewathai Chewathai Hup Soon Development 16 Development 26

    : : : : :

    TEE Land Limited Chewathai Ltd. Chewathai Hup Soon Ltd. Development 16 Pte. Ltd. Development 26 Pte. Ltd. (formerly known as KSH Property Management Pte. Ltd.) Development 32 Pte. Ltd. (formerly known as TEE Residence Pte. Ltd.) Development 72 Pte. Ltd. Development 83 Pte. Ltd. (formerly known as Development 28 Pte. Ltd.) KSH (China) Venture Pte. Ltd. Residenza Pte. Ltd. TEE Development Pte. Ltd. TEE Homes Pte. Ltd. TEE Hospitality Pte. Ltd. (formerly known as BB Consortium Pte. Ltd.) TEE Industrial Pte. Ltd. TEE Property Pte. Ltd. TEE Realty Pte. Ltd. TEE Resources Sdn Bhd TEE Oceania Pte Limited Unique Capital Pte. Ltd. Unique Commercial Pte. Ltd. (formerly known as KSH Property Premier Pte. Ltd.) Unique Consortium Pte. Ltd. Unique Development Pte. Ltd. (formerly known as Heeton Commercial Pte. Ltd.) Unique Realty Pte. Ltd.

    Development 32

    Development 72 Development 83

    : :

    KSH (China) Venture Residenza TEE Development TEE Homes TEE Hospitality

    : : : : :

    TEE Industrial

    : : : : : : :

    TEE Property TEE Realty TEE Resources TEE Oceania Unique Capital Unique Commercial

    Unique Consortium Unique Development

    : :

    Unique Realty

    -7-

    DEFINITIONS
    Unique Wellness Viet-TEE Wealth Development
    : : : Unique Wellness Pte. Ltd. Viet-TEE Company Limited Wealth Development Pte. Ltd.

    Other Corporations and Organisations

    BCA CDP CPF

    : : :

    Building and Construction Authority of Singapore The Central Depository (Pte) Limited The Central Provident Fund SAC Capital Private Limited

    Issue Manager or Underwriter or : Lead Placement Agent or Stabilizing Manager or SAC Capital Joint Placement Agent MAS or Authority Participating Banks
    : : :

    RHB Bank Berhad, Singapore Branch The Monetary Authority of Singapore DBS Bank Ltd (including POSB) (DBS Bank), OverseaChinese Banking Corporation (OCBC) and United Overseas Bank Limited and its subsidiary, Far Eastern Bank Limited (collectively, the UOB Group), and Participating Bank means any of the abovementioned entities Securities Clearing and Computer Services (Pte) Ltd Singapore Exchange Securities Trading Limited TEE International Limited, our Controlling Shareholder TEE International Limited, its subsidiaries and associated companies, excluding our Group Urban Redevelopment Authority

    SCCS SGX-ST TEE International TEE International Group

    : : : :

    URA
    General

    Articles of Association or Articles Application Forms

    : :

    The articles of association of our Company The official printed application forms to be used for the purpose of the Invitation, which form part of this Prospectus The list of applications to subscribe for the Invitation Shares (a) in relation to any director, chief executive officer, substantial shareholder or controlling shareholder (being an individual) means: (i) (ii) his immediate family; the trustees of any trust of which he or his immediate family is a beneficiary or, in the case of a discretionary trust, is a discretionary object; or

    Application List Associates

    : :

    -8-

    DEFINITIONS
    (iii) any company in which he and his immediate family together (directly or indirectly) have an interest of 30.0% or more of the aggregate of the nominal amount of all the voting shares; or

    (b)

    in relation to a substantial shareholder or a controlling shareholder (being a company) means any other company which is its subsidiary or holding company or is a subsidiary of such holding company or one in the equity of which it and/or such other company or companies taken together (directly or indirectly) have an interest of 30.0% or more

    ATM Audit Committee Award

    : : :

    Automated teller machine The audit committee of our Company A contingent award of Shares granted pursuant to the rules of the TEE Land PSP, details of which may be found in the section entitled TEE Land Performance Share Plan and TEE Land Employee Share Option Scheme of this Prospectus The Shares which may be issued upon the vesting of the Awards pursuant to the TEE Land PSP The board of Directors of our Company Chief executive officer Chief operating officer A person who has an interest, directly or indirectly, in 15.0% or more of the total number of issued shares (excluding treasury shares) in our Company, or in fact exercises control over our Company The Companies Act, Chapter 50, of Singapore, as amended, supplemented or modified from time to time The directors of our Company as at the date of this Prospectus Applications for the Public Offer Shares made through an ATM or the IB website of one of the relevant Participating Banks or the mobile banking interface of DBS Bank, subject to and on the terms and conditions of this Prospectus The employees of our Group, not including our Directors Earnings per Share The executive Directors of our Company as at the date of this Prospectus Financial year ended or, as the case may be, ending 31 May Our Company, our Subsidiaries and Associated Companies

    Award Shares

    Board CEO COO Controlling Shareholder

    : : : :

    Companies Act

    Directors

    Electronic Applications

    Employees EPS Executive Directors

    : : :

    FY Group

    : :

    -9-

    DEFINITIONS
    GST Hong Kong
    : : Goods and Services Tax Hong Kong Special Administrative Region of the Peoples Republic of China The six months period ended 30 November 2011 The six months period ended 30 November 2012 Internet banking An IB website of a Participating Bank The independent non-executive Directors of our Company as at the date of this Prospectus Our invitation to the public in Singapore to subscribe for the Invitation Shares at the Issue Price, subject to and on the terms and conditions of this Prospectus The 115,000,000 new Shares for which our Company invites applications to subscribe for pursuant to the Invitation, subject to and on the terms and conditions of this Prospectus S$0.54 for each Invitation Share The key executives of our Company as at the date of this Prospectus 13 May 2013, being the latest practicable date prior to the lodgement of this Prospectus with the Authority The date on which our Shares commence trading on the SGX-ST The Listing Manual of the SGX-ST, as supplemented, or modified from time to time The Federation of Malaysia The management and underwriting agreement dated 29 May 2013 entered into between our Company and the Issue Manager and Underwriter A day on which the SGX-ST is open for trading in securities The Singapore mass rapid transit railway transport system Net asset value The nominating committee of our Company Net tangible assets amended,

    HY2012 HY2013 IB IB website Independent Directors

    : : : : :

    Invitation

    Invitation Shares

    Issue Price Key Executives

    : :

    Latest Practicable Date

    Listing Date

    Listing Manual

    Malaysia Management and Underwriting Agreement

    : :

    Market Day MRT NAV Nominating Committee NTA

    : : : : :

    - 10 -

    DEFINITIONS
    Options
    : The options which may be granted pursuant to the TEE Land ESOS, details of which may be found in the section entitled TEE Land Performance Share Plan and TEE Land Employee Share Option Scheme of this Prospectus The new Shares which may be allotted and issued upon the exercise of the Options pursuant to the TEE Land ESOS The option granted to the Stabilizing Manager, exercisable, in whole or in part, for up to 23,000,000 Shares, representing not more than 20% of the Invitation Shares, at the Issue Price, on one occasion or more occasions from the Listing Date but no later than the date falling 30 days from the Listing Date, solely for the purpose of covering overallotments (if any) made in connection with the Invitation (please refer to the section entitled Plan of Distribution Over-allotment and Stabilization of this Prospectus for more information). Unless indicated otherwise, all information in this Prospectus assumes that the Stabilizing Manager does not exercise the Over-allotment Option Up to 23,000,000 new Shares (representing 20% of the Invitation Shares) which may be issued upon the exercise of the Over-allotment Option FY2010, FY2011, FY2012 and HY2013 The placement of the Placement Shares at the Issue Price by the Lead Placement Agent and the Joint Placement Agent on behalf of our Company, subject to and on the terms and conditions of this Prospectus The placement agreement dated 29 May 2013 entered into between our Company, the Lead Placement Agent and the Joint Placement Agent The 109,000,000 Invitation Shares (including the 11,000,000 Reserved Shares) which are the subject of the Placement Mr. Koh Wee Meng, Mr. Tommie Goh Thiam Poh and Mr. Jeremy Lee Sheng Poh This Prospectus dated 29 May 2013 issued by our Company in respect of the Invitation The offer by our Company to the public in Singapore for subscription for the Public Offer Shares at the Issue Price, subject to and on the terms and conditions of this Prospectus The 6,000,000 Invitation Shares which are the subject of the Public Offer

    Option Shares

    Over-allotment Option

    Over-allotment Shares

    Period Under Review Placement

    : :

    Placement Agreement

    Placement Shares

    Pre-IPO Investors

    Prospectus

    Public Offer

    Public Offer Shares

    - 11 -

    DEFINITIONS
    Purchase Consideration
    : The total consideration paid by our Company to TEE International for the acquisition of the Sale Companies, amounting to approximately S$16.0 million. Please refer to the section entitled General Information on our Group Restructuring Exercise of this Prospectus for further details The remuneration committee of our Company The 11,000,000 Placement Shares reserved for subscription by directors and employees of TEE International (save for Mr. Phua Chian Kin), our Directors, Employees, business associates and those who have contributed to the success of our Group The restructuring agreement dated 22 February 2013 entered into between our Company and TEE International in connection with the acquisition of the Sale Companies The restructuring exercise implemented in connection with the Invitation, as described in the section entitled General Information on our Group Restructuring Exercise of this Prospectus TEE Realty, TEE Property, TEE Development, Development 83, TEE Homes and Development 72 The securities account maintained by a depositor with CDP, excluding a securities sub-account Securities and Futures Act, Chapter 289, of Singapore, as amended, supplemented or modified from time to time The service agreements entered into between our Company and our Executive Directors as described in the section entitled Directors, Management and Staff Service Agreements of this Prospectus Securities and Futures (Offer of Investments) (Shares and Debentures) Regulations 2005, as amended, supplemented or modified from time to time Singapore Financial Reporting Standards Registered holders of Shares, except where the registered holder is CDP, the term Shareholders shall, in relation to such Shares mean the depositors whose Securities Accounts are credited with Shares The share lending agreement dated 29 May 2013 entered into between TEE International and the Stabilizing Manager in connection with the Over-allotment Option The ordinary shares in the capital of our Company The sub-division of every ordinary share in the capital of our Company into 4 ordinary shares as described in the section entitled Share Capital of this Prospectus

    Remuneration Committee Reserved Shares

    : :

    Restructuring Agreement

    Restructuring Exercise

    Sale Companies

    Securities Account

    Securities and Futures Act or SFA

    Service Agreements

    SFR

    SFRS Shareholders

    : :

    Share Lending Agreement

    Shares Share Split

    : :

    - 12 -

    DEFINITIONS
    Subscription Agreement
    : The subscription agreement dated 22 February 2013 entered into between our Company, TEE International and the Pre-IPO Investors, where the Pre-IPO Investors collectively subscribed for 4,000,000 Shares in our Company The share option scheme of our Company known as the TEE Land ESOS which was approved by Shareholders on 11 May 2013 The share award scheme of our Company known as the TEE Land PSP which was approved by Shareholders on 11 May 2013 The Kingdom of Thailand United States of America The independent valuers reports dated 5 February 2013 issued by the Valuers as set out in Appendix J of this Prospectus Collectively, Chesterton Suntec International Pte Ltd, Colliers International Consultancy & Valuation (Singapore) Pte Ltd and DTZ Debenham Tie Leung (Vietnam) Co. Ltd The Socialist Republic of Vietnam

    TEE Land Employee Share Option Scheme or TEE Land ESOS

    TEE Land Performance Share Plan or TEE Land PSP

    Thailand USA Valuation Reports

    : : :

    Valuers

    Vietnam
    Currencies, Units and Others

    Baht, Thai Baht or THB EUR GBP

    : : :

    Thai baht, the lawful currency of Thailand Euro, the lawful currency of the European Union Pound sterling, the lawful currency of the United Kingdom of Great Britain and Northern Ireland Thai unit of measurement for land area, being a unit of area equal to 1,600 sq. m. Malaysia Ringgit, the lawful currency of Malaysia Singapore dollars and cents, respectively Square feet Square metre United States dollar, the lawful currency of the USA Vietnamese dong, the lawful currency of Vietnam Percentage

    Rai

    Ringgit or RM SGD or S$ and cents sq. ft. sq. m. USD or US$ VND % or per cent

    : : : : : : :

    The expressions Associated Company, Associated Entity, Related Corporation, Related Entity, Entity At Risk, Interested Person, Interested Person Transaction and Subsidiary shall have the meanings ascribed to the terms associated company, associated entity, related corporation, related entity, entity at risk, interested person, interested person transaction and subsidiary respectively in the Fourth Schedule of the SFR, the Companies Act and/or the Listing Manual.

    - 13 -

    DEFINITIONS
    The expressions our, ourselves, us, we or our Group or other grammatical variations thereof shall, unless otherwise stated, refer to our Company and our subsidiaries and subsidiary entities taken as a whole. The terms depositor, depository agent and depository register shall have the same meanings ascribed to them respectively in Section 130A of the Companies Act. Words importing the singular shall, where applicable, include the plural and vice versa and words importing the masculine gender shall, where applicable, include the feminine and neuter genders and vice versa. References to persons shall include corporations. Any discrepancies in tables, graphs and/or charts included herein between the amounts listed and the totals thereof are due to rounding. Accordingly, figures shown as totals in certain tables may not be an arithmetic aggregation of the figures which precede them. All figures and percentages disclosed in this Prospectus are rounded off. Any reference in this Prospectus, the Application Forms and Electronic Applications to any statute or enactment is a reference to that statute or enactment for the time being as amended, supplemented or modified from time to time. Any word defined in the Companies Act, the Securities and Futures Act, or the Listing Manual and used in this Prospectus, the Application Forms and Electronic Applications shall, where applicable, have the meaning ascribed to it under the Companies Act, the Securities and Futures Act, or the Listing Manual, as the case may be. Any reference in this Prospectus, the Application Forms and Electronic Applications to our Shares being allotted to an applicant includes allotment to CDP for the account of that applicant. Any reference to a time and date in this Prospectus, the Application Forms and Electronic Applications shall be a reference to Singapore time and date unless otherwise stated. Any information on our website or any website directly or indirectly linked to such website does not form part of this Prospectus and should not be relied on. Unless indicated otherwise, all information in this Prospectus assumes that the Stabilizing Manager does not exercise the Over-allotment Option, and does not take into account any changes in shareholding that may arise as a result of any Shares lent or re-delivered pursuant to the Share Lending Agreement described in the section entitled Plan of Distribution Over-allotment and Stabilization of this Prospectus.

    - 14 -

    GLOSSARY OF TECHNICAL TERMS


    To facilitate a better understanding of the business of our Group, the following glossary contains explanations of certain technical terms and abbreviations used in this Prospectus in connection with our Group and our business. The terms and abbreviations and the assigned meanings may not correspond to standard industry meanings or usage of these terms.

    CSC

    Certificate of Statutory Completion, a certificate that is issued by the Commissioner of Building Control in respect to a building project when the building works are completed. An estate in land or other real property for an indefinite or indeterminate duration and is also known as an estate in fee simple. Percentage of completion. Temporary Occupation Permit, a temporary permit issued by the Commissioner of Building Control that allows the owner to occupy the building or part thereof, provided that the pre-requisites for TOP can be complied with. A building may only be occupied upon the issuance of a TOP or CSC.

    freehold

    POC TOP

    : :

    - 15 -

    CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS


    All statements contained in this Prospectus, statements made in press releases and oral statements that may be made by us or our Directors, Key Executives or employees acting on our behalf, that are not statements of historical fact, constitute forward-looking statements. You can identify some of these statements by forward-looking terms such as anticipate, believe, could, estimate, expect, intend, may, plan, will and would or similar words. However, you should note that these words are not the exclusive means of identifying forward-looking statements. All statements regarding our expected financial position, business strategies, plans and prospects are forward-looking statements. These forward-looking statements, including, without limitation, statements as to: (a) (b) (c) (d) (e) (f) our revenue and profitability; our planned expansion; any expected growth; other expected industry trends; anticipated commencement and completion of proposed plans; and other matters discussed in this Prospectus regarding matters that are not historical facts,

    are only predictions. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These risks, uncertainties and other important factors include, amongst others, the following: (a) changes in political, social and economic conditions and the regulatory environment in the places in which we conduct our business; our anticipated growth strategies and expected internal growth; changes in competitive conditions and our ability to compete under these conditions; changes in customer preferences; changes in currency exchange rates; changes in our future capital needs and the availability of financing and capital to fund these needs; other factors beyond our control; and other factors described in the section entitled Risk Factors of this Prospectus.

    (b) (c) (d) (e) (f)

    (g) (h)

    These factors are discussed in more detail in this Prospectus, in particular, but not limited to, the discussions under the sections entitled Risk Factors, Managements Discussion and Analysis of Results of Operations and Financial Position and Prospects, Business Strategies and Future Plans of this Prospectus. All forward-looking statements made by or attributable to us, or persons acting on our behalf, contained in this Prospectus are expressly qualified in their entirety by such factors. Given the risks and uncertainties that may cause our actual future results, performance or achievements to be materially different from that expected, expressed or implied by the forward-looking statements in this Prospectus, we advise you not

    - 16 -

    CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS


    to place undue reliance on those statements. Our Company, the Issue Manager, Underwriter and Lead Placement Agent, the Joint Placement Agent and our advisers or any other person are not representing or warranting to you that our actual future results, performance or achievements will be as discussed in those statements. Further, our Company, the Issue Manager, Underwriter and Lead Placement Agent and the Joint Placement Agent disclaim any responsibility to update any forward-looking statements or publicly announce any revisions to forward-looking statements to reflect future developments, events or circumstances for any reason, even if new information becomes available or other events occur in the future. We are, however, subject to the provisions of the Securities and Futures Act and the Listing Manual regarding disclosure. In particular, pursuant to section 241 of the Securities and Futures Act, if, after the Prospectus is registered but before the close of the Invitation, our Company becomes aware of (a) a false or misleading statement or matter in the Prospectus; (b) an omission from the Prospectus of any information that should have been included in it under section 243 of the Securities and Futures Act; or (c) a new circumstance that has arisen since the Prospectus was lodged with the Authority and would have been required by section 243 of the Securities and Futures Act to be included in the Prospectus, if it had arisen before the Prospectus was lodged and that is materially adverse from the point of view of an investor, we may lodge a supplementary or replacement prospectus with the Authority pursuant to section 241 of the Securities and Futures Act.

    - 17 -

    SELLING RESTRICTIONS
    This Prospectus does not constitute an offer, solicitation or invitation to subscribe for the Invitation Shares in any jurisdiction in which such offer, solicitation or invitation is unlawful or is not authorized or to any person to whom it is unlawful to make such an offer, solicitation or invitation. No action has been or will be taken under the requirements of the legislation or regulations of, or of the legal or regulatory authorities of, any jurisdiction, except for the lodgement and/or registration of this Prospectus in Singapore in order to permit an offering of the Invitation Shares and the distribution of this Prospectus in Singapore. The distribution of this Prospectus and the offering of the Invitation Shares in certain jurisdictions may be restricted by the relevant laws in such jurisdictions. Persons who may come into possession of this Prospectus are required by our Company, the Issue Manager, Underwriter and Lead Placement Agent and the Joint Placement Agent to inform themselves about, and to observe and comply with, any such restrictions at their own expense and without liability to our Company, the Issue Manager, Underwriter and Lead Placement Agent and the Joint Placement Agent. Persons to whom a copy of this Prospectus has been issued shall not circulate to any other person, reproduce or otherwise distribute this Prospectus or any information herein for any purpose whatsoever nor permit or cause the same to occur. Hong Kong This Prospectus does not constitute an offer to the public in Hong Kong to subscribe for our Shares. No steps have been taken to register this Prospectus with the Registrar of Companies in Hong Kong, and accordingly, except as mentioned below, no copy of this Prospectus may be issued, circulated or distributed in Hong Kong. Save as mentioned in the next paragraph, this document may not be issued in Hong Kong other than to a person who is a professional investor as defined in the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong) (SFO) and any rules made under the SFO, whether as principal or agent. A copy of this document may, however, be issued by the Lead Placement Agent and/or the Joint Placement Agent, or their respective designated sub-placement agents to a limited number of prospective applicants for the Placement Shares in Hong Kong in a manner which does not constitute an offer of the Placement Shares to the public in Hong Kong within the meaning of the Companies Ordinance (Cap. 32 of the Laws of Hong Kong) or an issue, circulation or distribution in Hong Kong of a prospectus for the purposes of the Companies Ordinance (Cap. 32 of the Laws of Hong Kong). The offer of the Placement Shares is personal to the person named in the accompanying Application Form, and application for the Placement Shares will only be accepted from such person. An application for the Placement Shares is not invited from any persons in Hong Kong other than a person to whom a copy of this Prospectus has been issued by the Lead Placement Agent and/or the Joint Placement Agent or their designated sub-placement agents, and if made, will not be accepted, unless the applicant satisfies the Lead Placement Agent and/or the Joint Placement Agent or its respective designated subplacement agents that such applicant is a professional investor as defined in the SFO and any rules made under the SFO, whether as principal or agent. No person to whom a copy of this Prospectus is issued may issue, circulate or distribute this Prospectus in Hong Kong or make or give a copy of this Prospectus to any other person, other than their legal, financial, tax or other appropriate advisers who are subject to a duty of confidentiality to such person.

    - 18 -

    DETAILS OF THE INVITATION


    Listing on the SGX-ST We have applied to the SGX-ST for permission to deal in, and for quotation of, all our existing issued Shares, the Invitation Shares, the Over-allotment Shares (if the Over-allotment Option is exercised), the Award Shares and the Option Shares on the Official List of the SGX-ST. Such permission will be granted when we have been admitted to the Official List of the SGX-ST. Acceptance of applications will be conditional upon, inter alia, the SGX-ST granting permission to deal in, and for quotation of, all our existing issued Shares, the Invitation Shares, the Over-allotment Shares (if the Over-allotment Option is exercised), the Award Shares and the Option Shares. If the said permission from the SGX-ST is not granted, monies paid in respect of any application accepted will be returned to you at your own risk, without interest or any share of revenue or other benefit arising therefrom and you will not have any claim against our Company, the Issue Manager, Underwriter and Lead Placement Agent and/or the Joint Placement Agent. In connection with the Invitation, our Company has granted the Stabilizing Manager an Over-allotment Option, exercisable, in whole or in part, at the Issue Price by the Stabilizing Manager on one occasion or more occasions from the Listing Date but no later than the date falling 30 days from the Listing Date. In connection with the Invitation, the Stabilizing Manager may, in its discretion but subject always to applicable laws and regulations in Singapore, over-allot or effect transactions which stabilize or maintain the market price of our Shares at levels which might not otherwise prevail in the open market. The number of Shares that the Stabilizing Manager may buy to undertake stabilizing action shall not exceed an aggregate of 23,000,000 Over-allotment Shares representing not more than 20% of the Invitation Shares. Such stabilization activities, if commenced, may be discontinued by the Stabilizing Manager at any time at the Stabilizing Managers sole discretion in accordance with the laws of Singapore and shall not be effected after the earlier of (i) the date falling 30 days from the Listing Date; or (ii) the date when the over-allotment of Shares which are subject to the Over-allotment Option has been fully covered (either through the purchase of our Shares on the SGX-ST or the exercise of the Over-allotment Option by the Stabilizing Manager, or through both). Under Section 242 of the Securities and Futures Act, the Authority may, in certain circumstances issue a stop order (the Stop Order) to our Company, directing that no Invitation Shares, or no further Shares to which this Prospectus relates, be allotted or issued. Such circumstances will include a situation where this Prospectus (i) contains a statement or matter which, in the opinion of the Authority, is false or misleading; (ii) omits any information that should be included in accordance with Section 243 of the Securities and Futures Act; or (iii) does not, in the opinion of the Authority, comply with the requirements of the Securities and Futures Act. A Stop Order may also be issued if the Authority is of the opinion that it is in the public interest to do so. In the event that the Authority issues a Stop Order and applications to subscribe for the Invitation Shares to which this Prospectus relates have been made prior to the Stop Order, then: (a) where the Invitation Shares have not been issued to you, your applications shall be deemed to have been withdrawn and cancelled and our Company shall, within 14 days from the date of the Stop Order, return to you all monies you have paid on account of your applications for the Invitation Shares; or where the Invitation Shares have been issued to you, the issue of our Invitation Shares shall be deemed to be void and our Company shall, within 14 days from the date of the Stop Order, return to you all monies paid by you for the Invitation Shares.

    (b)

    The SGX-ST assumes no responsibility for the correctness of any of the statements made, reports contained or opinions expressed in this Prospectus. Admission to the Official List of the SGX-ST is not to be taken as an indication of the merits of the Invitation, our Company, our Subsidiaries, our existing issued Shares, the Invitation Shares, the Over-allotment Shares (if the Overallotment Option is exercised), the Award Shares and the Option Shares.

    - 19 -

    DETAILS OF THE INVITATION


    A copy of this Prospectus together with copies of the Application Forms have been lodged with and registered by the Authority. The Authority assumes no responsibility for the contents of this Prospectus. Registration of this Prospectus by the Authority does not imply that the Securities and Futures Act, or any other legal or regulatory requirements, have been complied with. The Authority has not, in any way, considered the merits of our existing issued Shares, the Invitation Shares, the Over-allotment Shares (if the Over-allotment Option is exercised), the Award Shares and the Option Shares, as the case may be, being offered or in respect of which the Invitation is made, for investment. We have not lodged or registered this Prospectus in any other jurisdiction. No Shares shall be allotted on the basis of this Prospectus later than 6 months after the date of registration of this Prospectus by the Authority. This Prospectus has been reviewed and approved by our Directors and they collectively and individually accept full responsibility for the truth and accuracy of the information given in this Prospectus and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, this Prospectus constitutes full and true disclosure of all material facts about the Invitation and our Group, and our Directors are not aware of any facts the omission of which would make any statement in this Prospectus misleading. Where information in this Prospectus has been extracted from published or otherwise publicly available sources or obtained from a named source, the sole responsibility of Directors has been to ensure that such information has been accurately and correctly extracted from those sources and/or reproduced in this Prospectus in its proper form and context. The Invitation Shares are offered for subscription solely on the basis of the Invitation contained and the representation made in this Prospectus. Neither our Company, the Issue Manager, Underwriter and Lead Placement Agent and the Joint Placement Agent, the experts nor any other parties involved in the Invitation is making any representation to any person regarding the legality of an investment in our Shares by such person under any investment or other laws or regulations. No information in this Prospectus should be considered as being business, legal or tax advice. You should consult your own professional or other advisers for business, legal or tax advice regarding an investment in our Shares. No person has been or is authorized to give any information or to make any representation not contained in this Prospectus in connection with the Invitation and, if given or made, such information or representation must not be relied upon as having been authorized by our Company, the Issue Manager, Underwriter and Lead Placement Agent and the Joint Placement Agent. Neither the delivery of this Prospectus and the Application Forms nor any document relating to the Invitation shall, under any circumstances, constitute a continuing representation or create any suggestion or implication that there has been no change in our affairs or in the statements of fact or information contained in this Prospectus since the date of this Prospectus. Where such changes occur and are material or are required to be disclosed by law, we will promptly make an announcement of the same to the SGX-ST and to the public and, if required, lodge a supplementary or replacement prospectus with the Authority and make an announcement of the same to the SGX-ST and to the public and will comply with the requirements of the Securities and Futures Act and/or any requirements of the SGX-ST and/or the Authority. You should take note of any such announcement and, upon release of such an announcement, shall be deemed to have been given notice of such changes. Save as expressly stated in this Prospectus, nothing herein is, or may be relied upon as, a promise or representation as to the future performance or policies of our Company or our Subsidiaries. In the event that a supplementary or replacement prospectus is lodged with the Authority, the Invitation shall be kept open for at least 14 days after the lodgement of such supplementary or replacement prospectus. We are subject to the provisions of the Securities and Futures Act and the Listing Manual regarding corporate disclosure. In particular, if, after this Prospectus is registered but before the close of the Invitation, we become aware of: (a) (b) a false or misleading statement in this Prospectus; an omission from this Prospectus of any information that should have been included in it under Section 243 of the Securities and Futures Act; or - 20 -

    DETAILS OF THE INVITATION


    (c) a new circumstance that has arisen since the Prospectus was lodged with the Authority which would have been required by Section 243 of the Securities and Futures Act to be included in this Prospectus if it had arisen before this Prospectus was lodged,

    that is materially adverse from the point of view of an investor, we may lodge a supplementary or replacement prospectus with the Authority pursuant to Section 241 of the Securities and Futures Act. Where prior to the lodgement of the supplementary or replacement prospectus, applications have been made under this Prospectus to subscribe for the Invitation Shares and: (a) where the Invitation Shares have not been issued to you, our Company shall either: (i) (aa) within two (2) days (excluding any Saturday, Sunday or public holiday) from the date of lodgement of the supplementary or replacement prospectus, give you notice in writing of how to obtain, or arrange to receive a copy of the supplementary or replacement prospectus, as the case may be, and to provide you with an option to withdraw your application; and (bb) take all reasonable steps to make available within a reasonable period the supplementary or replacement prospectus, as the case may be, to you, where you have indicated that you wish to obtain, or have arranged to receive, a copy of the supplementary of replacement prospectus; or within seven (7) days from the date of lodgement of the supplementary or replacement prospectus, give you the supplementary or replacement prospectus, as the case may be, and provide you with an option to withdraw your application; or treat the applications as withdrawn and cancelled, in which case your application shall be deemed to have been withdrawn and cancelled, and our Company shall within seven (7) days from the date of lodgement of the supplementary or replacement prospectus, return all monies paid in respect of any application to you at your own risk, without interest or any share of revenue or other benefit arising therefrom; or

    (ii)

    (iii)

    (b)

    where the Invitation Shares have been issued to you, our Company shall either: (i) (aa) within two (2) days (excluding any Saturday, Sunday or public holiday) from the date of lodgement of the supplementary or replacement prospectus, give you notice in writing of how to obtain, or arrange to receive a copy of the supplementary or replacement prospectus, as the case may be, and to provide you with an option to return to our Company, the Invitation Shares which you do not wish to retain title in; and (bb) take all reasonable steps to make available within a reasonable period the supplementary or replacement prospectus, as the case may be, to you, where you have indicated that you wish to obtain, or have arranged to receive, a copy of the supplementary or replacement prospectus; or within seven (7) days from the date of lodgement of the supplementary or replacement prospectus, give you the supplementary or replacement prospectus, as the case may be, and provide you with an option to return to our Company the Invitation Shares, which you do not wish to retain title in; or treat the issue of the Invitation Shares as void, in which case the issue shall be deemed void and our Company shall within seven (7) days from the date of lodgement of the supplementary or replacement prospectus, return all monies paid in respect of any application to you at your own risk, without interest or any share of revenue or other benefit arising therefrom.

    (ii)

    (iii)

    - 21 -

    DETAILS OF THE INVITATION


    If you wish to exercise your option under paragraph a(i) or a(ii) above to withdraw your application in respect of the Invitation Shares, you shall, within 14 days from the date of lodgement of the supplementary or replacement prospectus, notify our Company of this, whereupon our Company shall within seven (7) days from the receipt of such notification, return to you all monies you have paid on account of your application for such Invitation Shares, without interest or any share of revenue or other benefit arising therefrom, at your own risk and you shall have no claim against us, the Issue Manager, Underwriter and Lead Placement Agent and the Joint Placement Agent. If you wish to exercise your option under paragraph b(i) or b(ii) above to return the Invitation Shares issued to you, you shall, within 14 days from the date of lodgement of the supplementary or replacement prospectus, notify our Company of this and return all documents, if any, purporting to be evidence of title to those Shares, to our Company, whereupon our Company shall within seven (7) days from the receipt of such notification and documents, if any, return to you all monies you have paid for those Invitation Shares without interest or any share of revenue or other benefit arising therefrom and the issue of those Shares shall be deemed to be void. If our Company is required by applicable Singapore laws to cancel the issued Shares and repay application monies to you (including instances where a Stop Order is issued), subject to compliance with the Companies Act, our Company will purchase the Invitation Shares at the Issue Price. Where monies are to be returned to you for the Invitation Shares, it shall be paid to you without any interest or share of revenue or other benefit arising therefrom at your own risk, and you will not have any claim against us, the Issue Manager, Underwriter and Lead Placement Agent and the Joint Placement Agent. This Prospectus has been prepared solely for the purpose of the Invitation and may only be relied upon by you in connection with your application for the Invitation Shares and may not be relied upon by any other person or for any other purpose. This Prospectus does not constitute an offer of, or invitation or solicitation to subscribe for, the Invitation Shares in any jurisdiction in which such offer or invitation or solicitation is unauthorized or unlawful nor does it constitute an offer or invitation or solicitation to any person to whom it is unlawful to make such offer or invitation or solicitation. Copies of this Prospectus and the Application Forms and envelopes may be obtained on request, during office hours, subject to availability, from: SAC Capital Private Limited 1 Robinson Road #21-02, AIA Tower Singapore 048542 A copy of this Prospectus is also available on the SGX-ST website at http://www.sgx.com. The Invitation will be open from 9.00 a.m. on 30 May 2013 to 12.00 p.m. on 4 June 2013 or such other date and time as our Company may, in consultation with the Issue Manager, Underwriter and Lead Placement Agent, decide, subject to any limitations under all applicable laws, PROVIDED ALWAYS THAT where a supplementary prospectus or replacement prospectus has been lodged with the Authority pursuant to Section 241 of the Securities and Futures Act, the Application List shall be kept open for at least 14 days after the lodgement of the supplementary prospectus or replacement prospectus. Details on the procedures for application for the Invitation Shares are set out in Appendix F Terms, Conditions and Procedures for Application and Acceptance of this Prospectus.

    - 22 -

    DETAILS OF THE INVITATION


    Indicative Timetable for Listing The following is an indicative timetable for the various events in the Invitation: Indicative Time and Date 30 May 2013, 9.00 a.m. 4 June 2013, 12.00 noon 5 June 2013 Event Opening of Invitation Close of Application List Balloting of applications, if necessary (in the event of oversubscription for the Public Offer Shares) Commence trading on a ready basis Settlement date for all trades done on a ready basis

    6 June 2013, 9.00 a.m. 11 June 2013

    All dates and times referred to above are Singapore dates and times. The above timetable is only indicative and is subject to change as it assumes that the closing of the Application List is 4 June 2013, the date of admission of our Company to the Official List of the SGX-ST is 6 June 2013, the SGX-STs shareholding spread requirement will be complied with and the Invitation Shares will be issued or allotted and fully paid prior to 6 June 2013. The actual date on which our Shares commence trading on a ready basis will be announced when it is confirmed by the SGX-ST. The above timetable and procedures may be subject to such modifications as the SGX-ST may, in its discretion, decide, including the decision to permit trading on a ready basis and the commencement date of such trading. In the event of any changes in the closure of the Application List or the shortening or extension of the time period during which the Invitation is open, we will publicly announce the same: (a) through a SGXNET announcement to be posted on the internet at the SGX-ST website http://www.sgx.com; and in a local English newspaper.

    (b)

    Results of the Invitation, including the level of subscription and the basis of allotment of the Public Offer Shares, will be provided as soon as practicable after the closure of the Application List through the channels stated in (a) and (b) above. Investors should refer to the SGX-ST announcement on the ready trading date on the internet (at the SGX-ST website http://www.sgx.com) or the newspapers or check with their brokers on the date on which trading on a ready basis will commence. We reserve the right to reject or accept, in whole or in part, or to scale-down or ballot any application for the Invitation Shares, without assigning any reason therefor, and no enquiry or correspondence on our decision will be entertained. This right applies to applications made by way of Application Forms, Electronic Applications (each as defined under Appendix F Terms, Conditions and Procedures for Application and Acceptance of this Prospectus), and any other forms of application as the Issue Manager, Underwriter and Lead Placement Agent and the Joint Placement Agent may, in consultation with us, deem appropriate. In deciding the basis of allocation, due consideration will be given to, among other things, the desirability of allocating the Invitation Shares to a reasonable number of applicants with a view to establishing an adequate market for our Shares.

    - 23 -

    PROSPECTUS SUMMARY
    The following section summarizes material information that appears later in this Prospectus and is qualified in its entirety by, and is subject to, the more detailed information contained or referred to elsewhere in this Prospectus and should be read in conjunction with the full text of this Prospectus. Terms defined elsewhere in this Prospectus have the same meanings when used herein. Investors should read the entire Prospectus carefully, in particular the matters set out in the section entitled Risk Factors of this Prospectus, before making an investment decision in our Shares.
    OVERVIEW OF OUR GROUP Our Business We are a property developer with an established track record in delivering quality and well-designed residential property developments in Singapore. Our property development projects are pre-dominantly freehold in tenure and are targeted at middle-to-high income consumers who value exclusivity in good locations. Whilst we continue to specialize in residential property developments, we are expanding into commercial and industrial property development projects. Leveraging on our experience and expertise in property development in Singapore, we have also extended our geographical reach to Malaysia, Thailand and Vietnam. Please refer to the section entitled General Information on our Group Our Business of this Prospectus, for further details. Our Competitive Strengths Our Directors believe our competitive strengths are as follows: We are a property developer with an established track record We have an established network of business relationships with other property developers and contractors We are expanding beyond residential property development and have a regional presence in South-East Asia We understand the needs of our customers in the countries our Group operates in We have dedicated and experienced key management personnel Please refer to the section entitled General Information on our Group Competitive Strengths of this Prospectus, for further details. Our Business Strategies and Future Plans Our business strategies and future plans are as follows: Focus on quality residential property development and expand into commercial and industrial property development Strengthen our position in foreign markets in Malaysia, Thailand and Vietnam Expand into new markets Please refer to the section entitled Prospects, Business Strategies and Future Plans Our Business Strategies and Future Plans of this Prospectus, for further details.

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    PROSPECTUS SUMMARY
    Our Financial Highlights The following tables present a summary of the combined financial statements of our Group and should be read in conjunction with the section entitled Managements Discussion and Analysis of Results of Operations and Financial Position, Appendix A Independent Auditors Report on the Combined Financial Statements for the Years Ended 31 May 2012, 2011 and 2010, Appendix B Independent Auditors Report on the Combined Interim Condensed Financial Statements for the Six Months Period Ended 30 November 2012 and Appendix C Independent Auditors Report on the Unaudited Proforma Group Financial Information for the Year Ended 31 May 2012 and for the Six Months Period Ended 30 November 2012 of this Prospectus, the related notes and the other financial information contained elsewhere in those Appendices. Selected items on the comprehensive income of our Group
    Audited FY2011 23,041 3,631 4,147 3,646 Unaudited HY2012 2,871 2,333 3,135 2,694 Audited HY2013 6,785 1,652 829 670

    S$000 Revenue Gross profit Profit before tax Profit attributable to owners of the company

    FY2010 12,192 1,544 1,399 1,239

    FY2012 7,914 3,558 1,967 1,535

    Selected items on the financial position of our Group


    Unaudited Proforma 31 May 2012 113,674 41,681 21,982 51,998 81,381 Unaudited Audited Proforma 30 November 30 November 2012 2012 142,274 44,414 109,305 61,426 15,969 146,274 44,414 46,305 61,426 82,969

    S$000 As at Total current assets Total non-current assets Total current liabilities Total non-current liabilities Equity attributable to owners of the company 31 May 2010 49,347 19,290 48,281 15,746 4,610

    Audited 31 May 2011 87,343 31,703 61,338 46,828 10,880

    31 May 2012 109,674 41,681 84,982 51,998 14,381

    Where you can find us Our registered address is Blk 2024 Bukit Batok Street 23 #03-26 Singapore 659529. Our telephone and facsimile numbers are (65) 6899 1428 and (65) 6897 3468 respectively.

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    RISK FACTORS
    Prospective investors should carefully consider and evaluate each of the following considerations and all other information set forth in this Prospectus before deciding to invest in our Shares. To the best of our Directors knowledge and belief, all risk factors which are material to investors in making an informed judgment of our Group have been set out below. If any of the following considerations, uncertainties or material risks develops into actual events, our business, financial position and/or results of operations may be materially and adversely affected. In such cases, the trading price of our Shares could decline and you may lose all or part of your investment in our Shares. This Prospectus also contains forward-looking statements having direct and/or indirect implications on our future performance. Our actual results may differ materially from those anticipated by these forwardlooking statements due to certain factors, including the risks and uncertainties faced by us, as described in this section and elsewhere in this Prospectus.
    RISKS RELATING TO OUR BUSINESS AND INDUSTRY

    We are affected by the performance of the property industry


    We currently operate in Singapore, Malaysia, Thailand and Vietnam. Our business is subject to the performance of the property industry in the countries in which we operate, where property prices are largely affected by supply and demand for properties. The demand for properties typically follows a cyclical pattern and is generally affected by local and global economic conditions, local market sentiment and expectations, government regulations, competition from other property developers, extent of supply of properties for sales and availability of financing for the purchase of properties. Economic recession, negative market sentiment or uncertainty on the pace of recovery in global financial markets may therefore affect the demand for our properties and their pricing, which may have a material adverse effect on our revenue and profitability. Despite the growth of the regional property market in the past, there is no guarantee that such growth will be sustained in the future. We may also incur losses by retaining unsold properties or selling them below cost in a depressed market. In the event that we are unable to sell our unsold properties, we may incur holding costs, including interest costs and maintenance costs. A decline in the demand for our property development projects in the event that the property market experiences a downturn may have a material adverse effect on our business, financial condition, results of operations and prospects.

    We are subject to various government policies which regulate the property market in Singapore
    As our current operations are pre-dominantly focused on Singapore, our business is dependent on various housing policies implemented by the Singapore government. To promote a stable and sustainable property market, the Singapore government monitors the property market closely and adopts measures as and when it deems necessary. Between September 2009 and January 2013, the Singapore government implemented 7 rounds of property curbs and cooling measures to keep the buoyancy of the property market in check. Such measures included, inter alia, the lowering of loan-to-value limits, the increase in minimum cash downpayment, the imposition of additional buyers stamp duty and the stipulation of a maximum loan tenure. In the event that the Singapore government introduces new or more stringent measures which impact the overall performance of Singapores property market, our operations, profitability and financial performance may be adversely affected.

    We are dependent on our ability to identify and complete new property development projects and to source for new land sites
    Our performance is dependent on our ability to identify new property development projects and, following such identification, to successfully complete such projects within a scheduled time frame to realize returns. The viability and profitability of our property development projects may be undermined by factors such as unexpected project delays, adverse changes in interest rates, construction costs, land costs, property prices and general economic conditions. Accordingly, there is no assurance that we will always be successful in identifying new property development projects or completing such property development - 26 -

    RISK FACTORS
    projects under the best possible market conditions, as planned. There is also no assurance that a project, which may have been assessed by us to be profitable at the initial phases, will not turn out to be a lossmaking asset or investment due to adverse changes in circumstances beyond our control. We generally source for new land sites through public tenders such as the government land sales program, private invitations from property owners and property agents, as well as referrals from architects. We generally do not accumulate a land bank but acquire our land sites as and when the capacity to undertake a property development project arises. As we acquire land for development, we are subject to fluctuations in land prices as well as the availability of suitable land sites. We also compete with other property developers for the sourcing of land sites. In the event that we are unable to source for and identify new and profitable property development projects or successfully complete the property development projects or secure suitable land sites for property development, our business, financial condition, results of operations and prospects may be adversely affected.

    We may be affected by the political, economic and social conditions in the countries that we operate in
    Other than in Singapore, we have a business presence in Malaysia, Thailand and Vietnam. We may also expand into other countries in which we presently do not have a business presence such as Sri Lanka, New Zealand and Myanmar. Some of the countries that we operate in have, in the past, been affected by political upheavals, internal strife, civil commotions and epidemics. The recurrence of these political and social conditions in countries where we currently or may in the future operate in, may affect our ability to operate or conduct business in those countries. Our business and prospects may be materially and adversely affected by developments with respect to inflation, interest rates, currency fluctuations, government policies, price and wage controls, exchange control regulations, industry laws and regulations, taxation, expropriation, social instability and other political, legal, economic or diplomatic developments in or affecting the markets in which we operate currently or in the future. We have no control over such conditions and developments and any changes in such conditions and developments may have a material adverse effect on our business, financial condition, results of operations and prospects.

    We are subject to risks associated with debt financing


    We usually finance the acquisition of land and development of properties by way of loans from banks/financial institutions in addition to internally-generated funds. Due to large capital requirements in line with the nature of the property development business, we may seek financing for at least 70% of our property development projects through loans from banks/financial institutions, especially for acquisition of land sites and construction of properties. As such, the availability of adequate financing is crucial to our ability to acquire land and complete our property development projects according to schedule. As at the Latest Practicable Date, our total external borrowings from banks/financial institutions amount to approximately S$87.0 million. Accordingly, our debt level could be relatively high and we may be subject to risks normally associated with debt financing, including adverse changes in interest rates and the inability to meet payments of principal and interest. This is because a material increase in interest rates would increase the cost of borrowing and financing costs, which may in turn weaken our projects and the Groups financial standing when seeking future financing to be secured on our projects or group financials. We may also experience negative cash flow from operating activities that may affect our ability to repay the outstanding debts. A property development project usually experiences net cash outflow in its early stage of development until payments are collected from purchases of units sold and/or when the property units of the projects are substantially sold. As such, our cash flow may fluctuate depending on our sales performance and the timing and extent of the receipt of payments from our customers. In the event that we are unable to generate sufficient cash flow to meet the financing costs of our property development projects for any reasons whatsoever, our business, results of operations and financial position may be adversely affected. - 27 -

    RISK FACTORS
    The loans granted to us by banks/financial institutions are generally charged based on floating interest rates. Given that we rely significantly on these loans to finance our property development projects, any increase in the interest rates of these loans will have a material adverse impact on our profitability. If we are unable, for any reason, to raise such debt financing, our business, results of operations and financial position may be adversely affected. Additional debt financing may have debt covenants placed on us which may: (a) (b) (c) (d) limit our ability to pay dividends or require us to seek consents for the payment of dividends; increase our vulnerability to general adverse economic and industry conditions; limit our ability to pursue our growth plans; require us to dedicate a substantial portion of our cash flow from operations to payments on our debts, thereby reducing the availability of our cash flow to fund capital expenditure, working capital requirements and other general corporate purposes; and limit our flexibility in planning for, or reacting to, changes in our business and our industry.

    (e)

    Please refer to the section entitled Capitalization and Indebtedness of this Prospectus for further details on our total indebtedness. Whilst, as at the Latest Practicable Date, there are no such debt covenants on any of the existing loans undertaken by the Group, we cannot guarantee that future loans granted to the Group will not contain such debt covenants. Further, in planning for the financing of our property development projects, we take into consideration various factors, including potential consumer response to our projects, the timing of the completion of the development properties, the expected interest charges to be incurred for the entire duration of the project, the risk of recall of loans and the additional security that may be required to be pledged with the banks/financial institutions to secure our loans. Our estimated project expenses and earnings are mainly based on, but are not limited to, the aforesaid factors. A change in any of these factors may lead to a corresponding change in our estimated project expenses and earnings, and our profitability may be adversely affected.

    We operate in a highly competitive industry


    The Singapore property market is mature, wherein a number of property developers are already in existence. In addition, the relatively low barriers to entry means that we may face increased competition from new entrants to the property development business. Our competitors may have greater financial and non-financial resources, better established brand names and reputations, more extensive networks and exposure to potential business opportunities, larger land banks, as well as greater financing abilities. This in turn may enable our competitors to make higher bids for more attractive prime land sites, invest in bigger and/or more profitable property development projects, and to better weather poor economic conditions and adverse occurrences specific to the property development industry. To compete effectively, we may either have to offer more competitive pricing, or differentiate ourselves by adopting more innovative property designs and more creative marketing strategies. In the event that we fail to do so or if property prices decrease significantly as a result of price competition, our business, financial condition, results of operations and prospects may be adversely affected.

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    RISK FACTORS
    The values of our properties and land sites are subject to fluctuations
    The valuations of our properties are conducted by professional independent valuers under certain assumptions and based on the then prevailing market conditions. These valuations are subject to changes in market conditions and thus may not accurately reflect the actual values of such properties upon realization or disposal. Should the values of our properties and land sites be lower, for any reason, upon realization or disposal, our financial position and performance may be adversely affected. In addition, we may record impairment losses in our financial statements in the event that the market values of our unsold properties and land sites as determined by professional independent valuers fall below their carrying amounts.

    We are subject to risks associated with joint ventures


    We undertake property development projects from time to time through the formation of joint ventures with external parties. These joint ventures involve a certain amount of business risks such as the inability of joint venture partners to fulfill their obligations under the joint venture agreements, and any disagreement and/or disputes with the joint venture partners may also cause a delay in the progress of the property development projects. Political uncertainties or new government regulations (such as restrictions on ownership) or changes in economic, business and operating conditions may also result in a decline in our investment in these joint ventures or a loss in our ability to influence the management, directors and decisions made under these joint ventures. There is no assurance that we will not, in the future, encounter such business risks which may have a material adverse effect on our business, financial condition, results of operations and prospects.

    We are dependent on consumer preferences and consumer spending trends


    Our sales of development properties are dependent on consumer preferences and consumer spending trends. Consumer preferences and spending trends are influenced by external factors including, amongst others, the income level of consumers, the demographic profiles of consumers, and the exterior and interior design and layout of the properties. In the event that our properties do not have sufficient market appeal to attract customers with different preferences and/or our competitors are able to introduce more innovative or more functional designs or properties that can better cater to customers needs or that are better accepted by the market, we may not be able to maintain our competitive edge and our business, financial condition and prospects may be adversely affected.

    We are subject to the risk of inability to collect progress payments from purchasers of our property development projects
    We are subject to the solvency and creditworthiness of our customers. In the event that our customers do not make due payments for the properties purchased, we may have to commence legal proceedings to enforce such payments. In the event of any significant delay or inability to collect the cash payments, our results of operation and financial condition may be adversely affected.

    We may be unable to obtain future financing on favourable terms, or at all, to fund our operations, anticipated capital expenditure and working capital requirements
    We may be unable to obtain future financing on favourable terms, or at all, to fund our operations, anticipated capital expenditure and working capital requirements. In addition, financial institutions may be unwilling to accept security interests in our properties being developed as collateral for the loans due to, amongst others, the illiquidity of the relevant property. In the event that we are unable to raise such financing on favourable terms, or at all, we may not be able to fund our operations effectively or we may be unable to carry out our planned expansion, all of which may adversely affect our business, financial position, results of operations and ability to implement our growth strategy.

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    RISK FACTORS
    We are subject to construction risks
    We manage and monitor the costs of our development projects closely, starting from the tender stage until installation and commission of the development projects. In the preparation of tenders for our property development projects, we carry out internal costing and budgeting estimates of labour and construction material costs which are based on quotations given by our suppliers, contractors and subcontractors, as well as other estimated costs to be incurred. However, due to unforeseen circumstances, delays may arise as a result of several factors, including a shortage of construction materials, equipment and labour, adverse weather conditions, natural calamities, machinery and equipment breakdown, adverse changes to the financial conditions of the contractors we engage, accidents, cessation of business of the contractors we engage, disputes with the contractors and delays in obtaining approvals from the relevant authorities and other unforeseen circumstances. Exposure to such external factors may affect the timely completion and launch of our property development projects and may lead to cost implications that may bring about cost overruns. Whilst such cost overruns are typically borne by our contractors, in the event that our contractors are unable to bear the cost overruns, we may be liable for such cost overruns. In such an event, our profitability may be affected.

    We are dependent on our contractors


    In our ordinary course of business, we rely on the contractors we engage to provide various construction services to bring our property development projects to completion. Whilst we adopt stringent procedures in the procurement of such services and have in place quality control measures to ensure that the quality of their workmanship and products meet our requirements, there is no assurance that the services and products rendered by these contractors will always be compliant with our standards and requirements. In the event that any of our contractors fails to rectify any unsatisfactory works and/or we are unable to find suitable alternative solutions in a timely manner, we may not be able to complete the project within the set budget and time schedule. This may in turn result in cost overruns and project delays. Cost overruns and project delays may also arise in the event that our contractors fail to sustain their operations because of adverse changes in their financial conditions, and if we are subsequently unable to secure suitable replacement contractors in a timely manner. Cost overruns and project disruptions leading to delays may have a material adverse effect on our business, financial condition, results of operations and prospects. Further, we may also be exposed to delays arising from the inability of our contractors to complete the construction work for the property development projects and we may not be able to successfully claim against these contractors. Whilst the Company has not experienced any delays in project completion in the past, we cannot guarantee that such events will not occur in the future and if such events are not properly managed, we may be exposed to liquidated damages payable to purchasers of the affected properties and this may have a material adverse effect on our business, financial condition, results of operations and prospects.

    We are subject to fluctuations in the costs of construction materials, labour and equipment
    The construction costs of our future projects will be subject to fluctuations in the prices of various construction materials, such as metal, stone, cement, sand, pipes, electric cables, sanitary fittings, window and door fittings, light fittings and other materials. In addition, our business is dependent on the construction industry, which is human capital intensive and requires a large number of skilled and unskilled labour. Cost of labour has been on the rise and may be subject to further fluctuations(1). Similarly, the costs of leasing construction equipment, including excavators, cranes and lifting hoists, may also fluctuate over time due to changing market supply and demand conditions. In the event that there is a material increase in the costs of construction materials, labour and equipment, our main contractors are likely to pass on such additional costs to us and the operating costs of our projects may increase. This may, as a result, have a material adverse effect on our business, financial condition, results of operations and prospects.

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    RISK FACTORS
    Note: (1) Based on Singapore Business Federation SME Committee Recommendations for Budget 2013, which stated that due to the tightening labour market, SMEs continue to face rising labour costs as a result of cumulative effects of tightening labour policies. Singapore Business Federation has not consented to the inclusion of the above information in this Prospectus for the purposes of section 249 of the SFA and are therefore not liable for the relevant information under sections 253 and 254 of the SFA. While our Directors have taken reasonable action to ensure that the information has been accurately and correctly extracted from the sources above and reproduced in this Prospectus in its proper form and context, they have not independently verified the accuracy of the relevant information.

    We may face claims from and disputes with purchasers and/or the management corporations
    We may face claims from and disputes with purchasers and/or the management corporations in our development projects for reasons such as delay in completion, alleged defects or non-conformance to contract specifications. In the event of any successful claims from such purchasers and/or the management corporations of units, we may have to pay damages and/or be subject to legal proceedings which may result in an adverse impact on our profitability, financial performance and corporate reputation. Should we be unable to successfully or sufficiently claim the amount of liquidated damages paid or to be paid to purchasers as a result of our contractors delay or building defects, from our contractors, our business, financial condition, results of operations and prospects may be materially and adversely affected.

    We may not be able to successfully implement our future plans and strategies
    As part of our future business plans, we intend to, inter alia, focus on unique and quality property developments, strengthen our position in our current markets and expand into new markets. Please refer to the section entitled Prospects, Business Strategies and Future Plans Our Business Strategies and Future Plans of this Prospectus for further details on our future plans and strategies. There is no assurance that the actual demand for our property development projects in the future will meet our expectations. Should we fail to achieve our business objectives or our sales targets, there may be an adverse effect on our profitability. While we have planned such expansion based on the outlook and our understanding of the current property market and general economic situation, there is no assurance that such expansion plans will be commercially successful or the actual outcome of those expansion plans will match our expectations. In such an event, our business, financial condition, results of operations and prospects may be materially and adversely affected.

    Our property assets are relatively illiquid


    Real estate assets, such as our developed properties and land sites, are relatively illiquid. The illiquidity of our real estate assets may limit our ability to convert these assets into cash at short notice or may result in a significant reduction in the price that we might otherwise seek for such assets in the event that we are required to effect an urgent sale. Should such an event occur, our business, financial condition, results of operations and prospects may be materially and adversely affected.

    We may be affected by uninsured loss to our properties


    We maintain insurance policies covering certain eventualities arising from our business operations. Our insurance policies include public liability insurance, fire insurance and extraneous perils insurance. For our property development projects, we require our contractors to take up contractors all risks insurance which will provide cover for public and third party liabilities at amounts which are commensurate with the value of the property development project. Please refer to the section entitled General Information on Our Group Insurance of this Prospectus for further details on our insurance policies. We believe that the coverage from these insurance policies is adequate and is in accordance with the standard industry practice and government specifications. However, our insurance policies may not adequately cover losses arising from risks which are generally not insurable. These include losses arising from acts of God, earthquakes, war, civil disorder and acts of terrorism. Should there be losses arising from damage to our properties which are not covered by our insurance policies, or should such damage exceed the amount for which we are insured, our business, financial condition, results of operations and prospects may be materially and adversely affected.

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    RISK FACTORS
    With respect to losses which are covered by our policies, it may be difficult or time-consuming to recover such losses from our insurers. In addition, there is no assurance that our policies would be sufficient to cover all potential losses, or any losses at all, or that the recovery for such losses will not be subject to protracted delays. In such an event, our business, financial condition, results of operations and prospects may be materially and adversely affected.

    We are reliant on our management team


    Our success depends largely on the skills, experience and performance of our management team, especially our Executive Director and CEO, Mr. Phua Cher Chew and our Executive Director and Finance Director, Mr. Boon Choon Kiat who collectively have more than 20 years of experience in the property development industry in Singapore and the Indochina region (primarily in Thailand, Vietnam, Cambodia and Myanmar), respectively, and who are instrumental in growing our business. Our management team has been instrumental to the strategic direction and development of our business and is expected to continue to play pivotal roles in our Groups future development and growth. There is no assurance that we will continue to have the services of our management team. The loss of any of the members of our management team for any reason, without suitable and timely replacement, and the inability to attract, train and retain qualified management personnel may have a material adverse effect on our business, financial condition, results of operations and prospects.

    We are subject to health, safety and environment standards


    Property developers and/or building contractors are subject to various laws and regulations relating to workplace health and safety and environmental pollution control. We cannot predict future amendments, new enactments or more stringent administration of these health, safety and environment standards. Any change in such regulations and/or standards may result in our Group incurring additional time and costs for the purposes of compliance. Further, any failure to comply with these regulatory standards at our project sites may result in fines, penalties, sanctions or temporary suspension resulting in project delays, which may have a material adverse effect on our business operations and prospects.

    We may be adversely affected by changes in laws and regulations in Singapore


    Our business is subject to various laws and regulations in Singapore. Please refer to the section entitled Government Regulations of this Prospectus for further details on laws and regulations in Singapore applicable to our business. In the event that we are unable to obtain the necessary licences or certificates, or we do not comply with any conditions imposed by such licences or certificates, or we are unable to obtain any other approvals required for our property development projects, our business and operations may be adversely affected. Any changes in such laws and regulations may also have a negative impact on our business and operations. In addition, any failure to comply with these laws and regulations could result in the imposition of fines or other penalties by the relevant authorities, which may adversely affect our operations. As at the Latest Practicable Date, there are no instances of non-compliance with any conditions imposed by such licences or certificates and there have been no past cases of fines or penalties by the authorities in Singapore which have had a material adverse impact on the Group. Nevertheless, we cannot guarantee that such events will not occur in the future. We are also subject to zoning and development, planning, design and construction as well as mortgage and refinancing requirements. In the event that there are any changes to these requirements which result in us not being able to fulfill our plans for any of our properties, we may be required to change our plans for our property development projects, which may in turn adversely affect our profitability and financial condition.

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    RISK FACTORS
    In addition, under the Land Acquisition Act, Chapter 152 of Singapore, the Singapore Government has the power to acquire any land in Singapore: for any public purpose; where the acquisition is required by any person, corporation or statutory board, for any work or undertaking which is of public benefit or of public utility or in the public interest; or for any residential, commercial or industrial purposes. As at the Latest Practicable Date, we have not experienced any compulsory acquisition of land. Nevertheless, we cannot guarantee that such events will not occur in the future. Under the Land Acquisition Act, Chapter 152 of Singapore, the compensation to be awarded pursuant to any compulsory acquisition would be based on the lowest of (i) the market value of the property as at 1 January 1995; (ii) the market value of the property as at the date of the publication in the Government Gazette of the notification of the likely acquisition of the land (provided that within 6 months from the date of publication of the notification, a declaration of intention to acquire is made by publication in the Government Gazette); and (iii) the market value of the property as at the date of publication in the Government Gazette of the declaration of intention to acquire. Accordingly, if any of our properties is subject to compulsory acquisition, and the market price of the property to be acquired is greater than the lowest of the market values referred to above, we will not receive fair market value for the land acquired and may not be able to purchase a comparable property as replacement. This may have a material adverse effect on our business, financial condition, results of operations and prospects.

    We are subject to revenue and profit volatility


    Our revenue in any financial year may fluctuate as it is predominantly project-based and is dependent on the number, value and stage of completion of the property development projects we undertake. Accordingly, there is no assurance that the amount of revenue and profits from our sale of development properties will remain comparable each year. In the event that we undertake fewer or no new property development projects for any reason or if there is any delay in the progress of any of the property development projects, our revenue and profits recognized in that financial year, and accordingly our financial position, may be adversely affected. As such, potential investors should note that the historical financial performance and financial condition of our Group are not to be taken as an indication of the future financial performance and financial condition of our Group in any financial reporting period. Further, in compliance with the SFRS, our accounting policy recognizes revenue from the sale of development properties in Singapore using the POC method and the sale of development properties outside Singapore using the completion method. Under the POC method, revenue is recognized by reference to the stage of completion as certified by the independent architects or quantity surveyors for the individual units sold, whereas under the completion method, revenue is recognized where transfer of significant risks and rewards of ownership of the development properties coincides with the time when the property is completed. We have no intention of changing our accounting policy in the immediate future. However, in the event that the SFRS is amended and we are required to change our accounting policy in relation to revenue recognition from POC method to completion method or vice versa, our revenue on a year-to-year basis will be more volatile as a result of different number of completed projects in different financial years.

    We may be subject to foreign exchange transaction risks


    We may be subject to foreign exchange risks as our combined financial statements are denominated in SGD while the financial statements of our Subsidiaries and Associated Companies are prepared in their respective functional currencies. For the purpose of consolidating the financial results of our Subsidiaries and Associated Companies, the assets and liabilities of our foreign Subsidiaries and Associated Companies are translated to SGD based on the year end exchange rates for the relevant financial period or year. The income and expenses of our foreign Subsidiaries and Associated Companies are translated using the average exchange rates for the relevant financial year or period. Any significant fluctuation of the SGD against the respective functional currencies of our foreign Subsidiaries and Associated Companies may adversely affect our Groups results of operations. - 33 -

    RISK FACTORS
    Further, the value of the SGD against the RM, Baht and VND may fluctuate and be affected by, amongst other factors, changes in the political, social and economic conditions in Malaysia, Thailand and Vietnam. Any significant revaluation of the RM, Baht or VND may have an adverse effect on our business, financial condition, results of operations and prospects. For example, some of our materials for construction and development and capital expenditures for future expansion programs will be denominated in, and may be financed in, foreign currencies. Any future appreciation in the RM, Baht or VND against the SGD would increase our cost of materials and the cost of our capital expenditures in RM, Baht or VND terms and could have an adverse effect on our business, financial condition, results of operations and prospects. We currently do not have any formal policy for hedging against foreign exchange exposure. However, we will continue to monitor our foreign exchange exposure and may employ forward currency contracts to manage our foreign exchange exposure should the need arise. Please refer to the section entitled Managements Discussion and Analysis of Results of Operations and Financial Position Foreign Exchange Management of this Prospectus for further details.

    We may face uncertainties associated with the expansion of our business overseas
    We are subject to foreign laws, regulations and policies as a result of property investments in foreign countries. There may be a negative impact on any property owned by us in a foreign country as a result of measures and policies adopted by the relevant foreign governments and regulatory authorities at national, provincial or local levels, such as government control over property investments or regulations in relation to foreign exchange. Legal protection and recourse available to us in certain countries may be limited. In addition, the income and gains derived from investments in property in other countries may be subject to various types of taxes in Singapore and these foreign jurisdictions, which include income tax, withholding tax, capital gains tax, and any other taxes that may be imposed specifically for ownership of real estate. All of these taxes are subject to changes in laws and regulations that may lead to an increase in tax rates or the introduction of new taxes, and could adversely affect and erode the returns from these development properties. There is also no assurance that we will be able to repatriate the income and gains derived from investments outside Singapore to Singapore on a timely and regular basis. Accordingly, there is no assurance that we will be able to execute our growth strategies successfully or that the performance of any strategic alliances, acquisitions or investments would meet our expectations.

    We may be adversely affected by an outbreak of communicable disease


    An outbreak of communicable disease where our property development projects are based may impact our business operations and financial performance. Further, in the event that our contractors and/or subcontractors employees are infected or suspected of being infected by such communicable disease, we may be required to temporarily suspend work at our project sites and quarantine such employees to prevent the spread of disease. This will lead to project disruption and delay and may have a material adverse effect on our business, financial condition, results of operations and prospects. RISKS RELATING TO THE COUNTRIES WE OPERATE IN

    We are subject to the risk of land acquisition by the Malaysia State Authority
    Under the Land Acquisition Act 1960, the Malaysia State Authority has the power to acquire any land, whether in whole or in part, which is needed: (a) (b) for any public purpose; by any person or corporation for any purpose which in the opinion of the Malaysia State Authority is beneficial to the economic development of Malaysia or any part thereof or to the public generally or any class of the public; or

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    RISK FACTORS
    (c) for the purposes of mining or for residential, agricultural, commercial, industrial or recreational purposes or any combination of such purposes.

    In the event of any compulsory acquisition of property in Malaysia, the amount of compensation to be awarded is based on the fair market value of the property and is assessed on the basis prescribed in the Land Acquisition Act 1960 and other applicable laws. Notwithstanding that the amount of compensation is based on the fair market value of the property, the compulsory acquisition may lead to project disruption and may have a material adverse effect on our business, financial condition, results of operation and prospects.

    The property development industry is highly competitive and regulated in Thailand


    Our business is dependent on sufficient demand in Thailands property market. We may face significant competition from listed property firms in Thailand who possess considerable capital which enables them to expand their investments. Property development business in Thailand is regulated and controlled by various laws and legislation, including Thailands Land Code, Condominium Act, Civil and Commercial Code, Foreign Business Act, laws in relation to zoning and environmental impact assessment, Building Control Act, Board of Investment Act, Industrial Estate Authority of Thailand Act, Consumer Protection Act and Land Allocation Act. Further, there are also specific regulations prescribed and issued in certain local areas of construction and development which must be adhered to. From time to time, there may be uncertainty in interpreting laws and regulations by authorities in Thailand, in relation to the nominees of foreign investors carrying on prohibited or restricted businesses as provided in Thailands Foreign Business Act or land ownership by foreigners in Thailand as provided in Thailands Land Code or Condominium Act as well as the regulations issued thereunder. As a result of this uncertainty in interpretation, there is no assurance that our compliance is adequate and any noncompliance may subsequently have a material adverse effect on our business operations and prospects in Thailand.

    We may be affected by natural disasters in Thailand and the other regions we operate in
    We may be subject to natural disasters prevalent in Thailand, such as the severe flooding in late 2011 which affected all sectors of the Thailand property market. In the event that similar flooding or other natural disasters occur in Thailand and the other regions we operate in, there may be disruptions and damage, which may lead to increased construction costs and delays and consequently may have a material adverse effect on our business operations and prospects.

    We are subject to expropriation risk in Vietnam


    Generally, the Vietnamese government has an overriding power to compulsorily expropriate land and assets attached with the land for various purposes with appropriate compensation (subject to relevant laws). Under the 2003 Land Law of Vietnam, such power of compulsory acquisition is not limited to purposes of national security, but can also extend to general purposes of economic development, such as the construction of industrial zones, high-tech zones and large investment projects. Pursuant to the real estate law in Vietnam, the Vietnamese government will be entitled to reacquire the land without providing compensation with respect to any land for property development projects which has not been occupied for 12 consecutive months after the hand over date, or if the implementation schedule has been delayed for 24 months without the requisite approval. As at the Latest Practicable Date, to our knowledge, the land owned by our Group in Vietnam is not subject to any expropriation or land acquisition. Nevertheless, there can be no assurance that such expropriations will not occur. In the event of any expropriation and confiscation of private property, this may have a material adverse effect on our business in Vietnam and accordingly, our Groups financial condition, notwithstanding that compensation may be provided.

    - 35 -

    RISK FACTORS
    We are subject to changes in foreign investment laws and restrictions on foreign equity participation in Vietnam
    As an emerging economy, commercial laws and regulations in Vietnam, including those regulating foreign investment in real estate business, may be subject to changes from time to time. These changes may have an adverse effect on our Groups repatriation of capital and remittance of profit. Pursuant to the Law on Investment of Vietnam 2005, there are provisions which safeguard foreign investments notwithstanding changes in laws or policies. However, there can be no assurance that the Law on Investment of Vietnam 2005 will not be amended in a manner detrimental to investors. In relation to foreign equity participation, according to the laws of Vietnam, foreign investors are entitled to own up to a 100% equity interest in enterprises engaging in real estate business, except for public companies which shall be subject to a foreign ownership cap of 49%. Thus, in the event that our Vietnam Subsidiary elects to convert into a public company(1), our Groups equity participation will be limited to 49%. If the above events were to occur, our business, financial condition, results of operations and prospects may be adversely affected.
    Note: (1) Currently, the Vietnam Subsidiary is a limited liability company with 2 members, and its members interests are recognised by their respective capital contributions. Pursuant to the laws and regulations of Vietnam, a limited liability company can be converted into a joint-stock company upon satisfaction of one of the following conditions: (i) by application of the Vietnam Subsidiary upon it having at least three members; or (ii) by law if it has more than 50 members. Upon conversion into a joint-stock company, the Vietnam Subsidiary can be converted into a public company upon satisfaction of one of the following conditions: (i) it has more than 100 members, excluding professional securities investors, and has a contributed charter capital of VND 10 billion (equivalent to USD500,000) or more; (ii) it conducts a public offering of its stock; or (iii) it lists its stocks on the registered stock exchange or securities trading center in Vietnam.

    RISKS RELATING TO AN INVESTMENT IN OUR SHARES

    Our Controlling Shareholder will retain control over our Company after the Invitation and may have interests that are different from those of our other Shareholders
    Upon completion of the Invitation, our Controlling Shareholder will own approximately 70.69% (assuming the Over-allotment Option is not exercised) of the issued share capital of our Company. As a result, it will be able to exercise influence over matters requiring Shareholders approval, including the election of Directors, the timing and payment of dividends, a merger or sale of substantially all of our assets and significant corporate transactions requiring a majority vote except where the Controlling Shareholder is required by the rules of the Listing Manual or other applicable regulations to abstain from voting. Such concentration of ownership will place our Controlling Shareholder in a position to exercise significant influence over our corporate actions such as mergers or takeover attempts (notwithstanding that the same may be synergistic or beneficial to our Group) in a manner that could conflict with the interests of our other Shareholders.

    New investors will incur dilution and may experience further dilution
    The Issue Price of our Shares is higher than our proforma NAV per Share immediately after the Invitation of approximately S$0.3149 (based on the proforma NAV as referred to in the section entitled Invitation Statistics of this Prospectus and as adjusted for the net proceeds from the issue of the Invitation Shares). Please refer to the section entitled Dilution of this Prospectus for further details of the immediate dilution of Shares incurred by new investors. We intend to issue Awards under our TEE Land PSP and/or Options under our TEE Land ESOS. To the extent that such Awards are released and/or such Options are granted and new Shares are issued pursuant to such release of Awards and grant of Options, there will be further dilution to investors participating in the Invitation. Please refer to the section entitled TEE Land Performance Share Plan and TEE Land Employee Share Option Scheme, Appendix H Rules of the TEE Land Performance Share Plan and Appendix I Rules of the TEE Land Employee Share Option Scheme of this Prospectus for rules of the TEE Land PSP and the TEE Land ESOS. - 36 -

    RISK FACTORS
    Investors may not be able to participate in future issues of our Shares
    If we offer to our Shareholders rights to subscribe for additional Shares or any right of any other nature, we will have discretion as to the procedures to be followed in making the rights available to our Shareholders or in disposing of the rights for the benefit of our Shareholders and making the net proceeds available to our Shareholders. We may choose not to offer the rights to our Shareholders having an address outside Singapore. Accordingly, Shareholders who have a registered address outside Singapore may be unable to participate in rights offerings and may consequently experience a dilution in their shareholdings.

    Additional funds raised through issuance of new Shares for future growth will dilute Shareholders equity interests
    We may, in the future, expand our capabilities and business through acquisitions, joint ventures, strategic partnerships and alliances with parties who can add value to our business. We may require additional equity funding after the Invitation by way of a placement of new Shares or issue new Shares as consideration to finance future acquisitions, joint ventures and strategic partnerships and alliances, which may result in a dilution to the equity interests of our Shareholders. Further, in the event that the Company raises additional funds to meet its financing needs and existing Shareholders do not participate in the pro-rata fund raising activities such as rights issue, such Shareholders may experience a dilution in their shareholdings.

    Future sales or issuance of our Shares could adversely affect our Share price
    Any future sale or issuance of our Shares may have a downward pressure on our Share price. The sale of a significant amount of our Shares in the public market after the Invitation, or the perception that such sale may occur, could materially and adversely affect the market price of our Shares. These factors may also affect our ability to sell or issue additional equity securities. Except as otherwise described in the section entitled Shareholders Moratorium of this Prospectus and subject to applicable laws and regulations, there is currently no restriction on the ability of our Controlling Shareholder to sell its Shares, either on the SGX-ST or otherwise.

    Our Share price may be volatile, which could result in substantial losses for investors acquiring our Shares pursuant to the Invitation
    The Issue Price was determined through a book-building exercise and arrived at after consultation between our Company, the Issue Manager, Underwriter and Lead Placement Agent and the Joint Placement Agent and after taking into consideration, inter alia, prevailing market conditions and estimated market demand for the Invitation Shares. Prior to the Invitation, there has been no public market for our Shares. Therefore, there is no assurance that an active public market will develop or be sustained after the Invitation. The Issue Price may not be indicative of prices which will prevail in the trading market after the Invitation and investors may not be able to sell their Shares at or above the Issue Price. Volatility in the trading price of our Shares may be caused by factors beyond our control and may not correlate with or be proportionate to our operating results. Further, the market price of our Shares may fluctuate significantly and rapidly in response to, inter alia, the following factors, some of which are beyond our control: (a) (b) (c) (d) (e) (f) variations in our operating results; changes in securities analysts estimates of our financial performance; changes in market valuations of similar companies; announcements by our competitors or ourselves of the gain or loss of significant acquisitions; strategic partnerships, joint ventures or capital commitments; fluctuations in stock market price and volume;

    - 37 -

    RISK FACTORS
    (g) (h) (i) (j) our involvement in litigation; changes in general economic and stock market conditions; additions or departures of key personnel; the perceived prospects of our business and investments and the real estate market in Singapore and other regions; the market value of our assets; our ability to implement successfully our investment and growth strategies; and broad market fluctuations, including weakness of the equity market and increases in interest rates.

    (k) (l) (m)

    For these reasons, among others, our Shares may trade at prices that are higher or lower than our NAV per Share. To the extent that there is any retention of operating cash for investment purposes, working capital requirements or other purposes, these retained funds, while increasing the value of our underlying assets, may not correspondingly increase the market price of our Shares. Any failure on our part to meet market expectations with regard to future earnings and cash distributions may adversely affect the market price for our Shares.

    Negative publicity may adversely affect our Share price


    Negative publicity involving our Group or any of our Directors, Key Executives or Controlling Shareholder may adversely affect the market perception or the stock performance of our Company, whether or not it is justified. For example, negative publicity (regardless of its validity) of any failed business ventures, unsuccessful attempts in takeovers or acquisitions, alleged wrong-doings by any of our management personnel, or any other unfavorable circumstances involving our Group may adversely affect our Share price.

    We do not have a fixed dividend policy and may not be able to pay dividends to our Shareholders
    Other than Singapore, we have a business presence in Malaysia, Thailand and Vietnam. Some of our foreign Subsidiaries and Associated Companies are subject to the rules and regulations on currency conversion in the countries they operate in. Please refer to the section entitled Exchange Controls of this Prospectus for further details on the foreign exchange controls applicable to our operations in foreign countries. There is no assurance that we will pay dividends in the future or, if we pay dividends in the future, when we will pay them. The declaration and payment of future dividends will depend upon our operating results and cash flow, financial condition, other cash requirements including capital expenditures, the terms of borrowing arrangements (if any), general economic conditions and other factors specific to our industry, many of which are beyond our control as well as the ability of our foreign Subsidiaries and Associated Companies to pay dividends to us (which may be restricted by foreign exchange controls restrictions). Please refer to the section entitled Dividend Policy of this Prospectus, for further details.

    - 38 -

    THE INVITATION
    Details of the Invitation Invitation Size : 115,000,000 Invitation Shares offered in Singapore comprising 6,000,000 Public Offer Shares and 109,000,000 Placement Shares. The Invitation Shares, upon issue and allotment, will rank pari passu in all respects with the existing issued Shares. Issue Price The Public Offer : : S$0.54 for each Invitation Share. The Public Offer comprises an offer to members of the public in Singapore to subscribe for 6,000,000 Public Offer Shares at the Issue Price, subject to and on the terms and conditions of this Prospectus. The Placement comprises a placement of 109,000,000 Placement Shares at the Issue Price, subject to and on the terms and conditions of this Prospectus. In connection with the Invitation, we have granted the Stabilizing Manager the Over-allotment Option, exercisable, in whole or in part, for up to 23,000,000 Shares, representing not more than 20% of the Invitation Shares, at the Issue Price, on one occasion or more occasions from the Listing Date but no later than the date falling 30 days from the Listing Date, solely for the purpose of covering overallotments (if any) made in connection with the Invitation. Unless indicated otherwise, all information in this Prospectus assumes that the Stabilizing Manager does not exercise the Over-allotment Option. The Over-allotment Shares will, upon allotment and issue, rank pari passu in all respects with the existing issued Shares. Reserved Shares : Up to 11,000,000 of the Placement Shares will be reserved for directors and employees of TEE International (save for Mr. Phua Chian Kin), our Directors, Employees, business associates and those who have contributed to the success of our Group. In the event that any of the Reserved Shares are not taken up, they will be made available to satisfy applications for the Placement Shares (other than Reserved Shares), or in the event of an undersubscription of the Placement Shares, to satisfy excess applications for the Public Offer Shares. In connection with the Invitation, the Issue Manager may, in its capacity as Stabilizing Manager and in its discretion but subject always to applicable laws and regulations in Singapore, over-allot or effect transactions which stabilize or maintain the market price of our Shares at levels which might not otherwise prevail in the open market. Such stabilization activities, if commenced, may be discontinued by the Stabilizing Manager at any time at its sole discretion in accordance with the laws of Singapore, and shall not be effected after the earlier of (i) the date falling 30 days from the Listing Date; or (ii) the date when the over-allotment of Shares which are subject to the Over-allotment Option has been fully covered (either through the purchase of Shares on the SGX-ST or the exercise of the Over-allotment Option by the Stabilizing Manager, or through both).

    The Placement

    Over-allotment Option

    Stabilization

    - 39 -

    THE INVITATION
    Purpose of the Invitation : Our Directors believe that the listing of our Company and the quotation of our Shares on the Official List of the SGX-ST will enhance the public image of our Group, and will enable us to tap the equity capital market for expansion of our business and operations. The Invitation will also provide members of the public, our management, employees, business associates and others who have contributed to the success of our Group an opportunity to participate in the future growth of our Company. In addition, the proceeds from the Invitation will provide us with additional capital to fund our expansion. Please refer to the section entitled Use of Proceeds and Listing Expenses of the Invitation of this Prospectus, for further details. Use of Proceeds : The net proceeds to be raised by our Company from the issue of the Invitation Shares (after deducting estimated issue expenses of approximately S$4.3 million) is estimated to amount to approximately S$57.8 million. Our Directors intend to apply the net proceeds as follows: (a) S$26.0 million to fund expansion by way of new property development projects, joint ventures, acquisitions, investments and others; up to S$15.0 million for the repayment of loans and advances to TEE International, our Controlling Shareholder; S$6.0 million for the repayment of bank loans; and the balance for working capital purposes.

    (b)

    (c) (d)

    Please refer to the section entitled Use of Proceeds and Listing Expenses of the Invitation of this Prospectus, for further details. Listing Status : Our Shares will be quoted in SGD on the Main Board of the SGXST, subject to admission of our Company to the Official List of the SGX-ST and permission for dealing in and for quotation of our Shares being granted by the SGX-ST and the Authority not issuing a Stop Order. Investing in our Shares involves risks which are set out in the section entitled Risk Factors of this Prospectus.

    Risk Factors

    - 40 -

    INVITATION STATISTICS
    Invitation Statistics Issue Price NAV NAV per Share based on the unaudited proforma combined statement of financial position of our Group as at 30 November 2012 and after adjusting for the Share Split (the Adjusted NAV): (a) before adjusting for the estimated net proceeds from the issue of the Invitation Shares and based on the pre-Invitation share capital of 331,876,000 Shares after adjusting for the estimated net proceeds from the issue of the Invitation Shares and based on the post-Invitation share capital of 446,876,000 Shares 25.00 cents S$0.54

    (b)

    31.49 cents

    Premium of Issue Price over the Adjusted NAV per Share as at 30 November 2012: (a) before adjusting for the estimated net proceeds from the issue of the Invitation Shares and based on the pre-Invitation share capital of 331,876,000 Shares after adjusting for the estimated net proceeds from the issue of the Invitation Shares and based on the post-Invitation share capital of 446,876,000 Shares 216.0%

    (b)

    171.5%

    Earnings Historical EPS of our Group for FY2012 based on the pre-Invitation share capital of 331,876,000 Shares Historical EPS of our Group for FY2012 based on the pre-Invitation share capital of 331,876,000 Shares, assuming that the Service Agreements had been in place since the beginning of FY2012 Price Earnings Ratio Historical price earnings ratio based on the historical EPS of our Group for FY2012 Historical price earnings ratio based on the historical EPS of our Group for FY2012, assuming that the Service Agreements had been in place since the beginning of FY2012 Market Capitalization Market capitalization based on the Issue Price and the post-Invitation share capital of 446,876,000 Shares S$241.3 million 116.8 times 136.7 times 0.46 cents

    0.40 cents

    - 41 -

    PLAN OF DISTRIBUTION
    The Invitation The Invitation is for 115,000,000 Invitation Shares offered in Singapore by way of public offer and placement comprising 6,000,000 Public Offer Shares and 109,000,000 Placement Shares, respectively. The Issue Price The Issue Price is determined by us in consultation with the Issue Manager, Underwriter and Lead Placement Agent and the Joint Placement Agent based on, inter alia, market conditions and the estimated market demand for our Shares determined through a book-building process. The Issue Price is the same for each Invitation Share and is payable in full on application. Investors may apply to subscribe for any number of Invitation Shares in integral multiples of 1,000 Shares. In order to ensure a reasonable spread of Shareholders, we have the absolute discretion to prescribe a limit to the number of Invitation Shares to be allotted to any single applicant and/or allot Invitation Shares above or under such prescribed limit as we shall deem fit. Public Offer Shares The Public Offer Shares are made available to members of the public in Singapore for subscription at the Issue Price. Members of the public may apply for the Public Offer Shares by way of printed Application Forms or by Electronic Application as described in Appendix F Terms, Conditions and Procedures for Application and Acceptance of this Prospectus. In the event of an under-subscription for the Public Offer Shares as at the close of the Application List, that number of Public Offer Shares not subscribed for shall be made available to satisfy excess applications for the Placement Shares to the extent there is an over-subscription for the Placement Shares as at the close of the Application List. In the event of an over-subscription for the Public Offer Shares as at the close of the Application List and the Placement Shares are fully subscribed for as at the close of the Application List, the successful applications for the Public Offer Shares will be determined by ballot or otherwise as determined by us after consultation with the Issue Manager and approved by the SGX-ST (if required). Pursuant to the Management and Underwriting Agreement entered into between our Company and SAC Capital as set out in the section entitled Management and Underwriting Agreement and Placement Agreement of this Prospectus, we have appointed SAC Capital to manage the Invitation and to underwrite the Public Offer Shares. SAC Capital may, at its absolute discretion, appoint one or more subunderwriters for the Public Offer Shares. Placement Shares The Placement Shares (other than Reserved Shares) are reserved for placement to retail and institutional investors who may apply through their brokers or financial institutions. Applications for Placement Shares may only be made by way of printed Application Forms as described in Appendix F Terms, Conditions and Procedures for Application and Acceptance of this Prospectus. In the event of an under-subscription for the Placement Shares as at the close of the Application List, the number of Placement Shares not subscribed for shall be made available to satisfy excess applications for the Public Offer Shares to the extent that there is an over-subscription for the Public Offer Shares as at the close of the Application List. Pursuant to the Placement Agreement entered into between us, the Lead Placement Agent and the Joint Placement Agent as set out in the section entitled Management and Underwriting Agreement and Placement Agreement of this Prospectus, the Lead Placement Agent and the Joint Placement Agent have agreed to procure subscribers for the Placement Shares (in their respective proportions as prescribed under the Placement Agreement) at the Issue Price. The Lead Placement Agent and the Joint Placement Agent may, at their absolute discretion, appoint one or more sub-placement agents for the Placement Shares.

    - 42 -

    PLAN OF DISTRIBUTION
    Subscribers of the Placement Shares (excluding Reserved Shares) may be required to pay brokerage of up to 1.0% of the Issue Price (including the relevant GST, if applicable) to the Lead Placement Agent and the Joint Placement Agent or any sub-placement agent(s) that may be appointed by the Lead Placement Agent and the Joint Placement Agent. Reserved Shares To recognize their contributions to our Group, we have reserved up to 11,000,000 Placement Shares for subscription by directors and employees of TEE International (save for Mr. Phua Chian Kin), our Directors, Employees, business associates and those who have contributed to the success of our Group. Applications for the Reserved Shares must be made by way of Reserved Shares Application Forms. In the event that any of the Reserved Shares are not taken up, they will be made available to satisfy applications for the Placement Shares (other than the Reserved Shares) to the extent that there is an over-subscription of the Placement Shares (other than the Reserved Shares) as at the close of the Application List, or in the event of an under-subscription of the Placement Shares as at the close of the Application List, to satisfy applications made by members of the public for the Public Offer Shares to the extent that there is an over-subscription for the Public Offer Shares as at the close of the Application List. Over-allotment and Stabilization In connection with the Invitation, our Company has granted the Stabilizing Manager an Over-allotment Option, exercisable, in whole or in part, at the Issue Price by the Stabilizing Manager on one occasion or more occasions from the Listing Date but no later than the date falling 30 days from the Listing Date. We will pay a commission of 2.5% of the Issue Price for each Over-allotment Share subscribed by the Stabilizing Manager or for which subscribers have been procured. In addition, the Company may, at its absolute discretion, pay to the Stabilizing Manager an additional incentive fee of up to 0.5% of the Issue Price for each Over-allotment Share subscribed by the Stabilizing Manager or for which subscribers have been procured. In connection with the Invitation, SAC Capital (or person(s) acting on its behalf) may, in its capacity as the Stabilizing Manager and in its discretion but subject always to applicable laws and regulations in Singapore, over-allot or effect transactions which stabilize or maintain the market price of the Shares at levels which might not otherwise prevail in the open market. Such transactions may be effected on the SGX-ST and in all jurisdictions where it is permissible to do so, in each case, in compliance with all applicable laws and regulatory requirements including the SFA. The number of Shares that the Stabilizing Manager may buy to undertake stabilizing action shall not exceed an aggregate of 23,000,000 Overallotment Shares representing not more than 20% of the Invitation Shares. However, there is no assurance that the Stabilizing Manager (or person(s) acting on its behalf) will undertake stabilization action. Such stabilization activities may commence on or after the commencement of trading of the Shares on the SGX-ST and, if commenced, may be discontinued by the Stabilizing Manager at any time at the Stabilizing Managers sole discretion in accordance with the laws of Singapore and shall not be effected after the earlier of (i) the date falling 30 days from the Listing Date; or (ii) the date when the overallotment of Shares which are subject to the Over-allotment Option has been fully covered (either through the purchase of our Shares on the SGX-ST or the exercise of the Over-allotment Option by the Stabilizing Manager, or through both). We will publicly announce the total number of Over-allotment Shares which is subject to the Overallotment Option, through a SGXNET announcement to be posted on the internet at the SGX-ST website http://www.sgx.com, no later than the day immediately following the close of the Application List. Neither our Company nor SAC Capital makes any representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the price of our Shares. In addition, neither our Company nor SAC Capital makes any representation that SAC Capital or any person(s) acting on its behalf will engage in such transaction(s), or that such transaction(s), once commenced, will not be discontinued without notice (unless such notice is required by laws).

    - 43 -

    PLAN OF DISTRIBUTION
    SAC Capital, being the Stabilizing Manager effecting the stabilizing activities, will be required to make an announcement through the SGX-ST on the commencement of stabilizing activities and the amount of Over-allotment Option that has been exercised. Share Lending In connection with the over-allotment and stabilization, the Stabilizing Manager has entered into the Share Lending Agreement with TEE International, pursuant to which the Stabilizing Manager may borrow up to 23,000,000 Shares from TEE International for the purpose of covering the over-allotment or effecting price stabilization activities in connection with the Invitation. Any Shares that may be borrowed by the Stabilizing Manager under the Share Lending Agreement will be returned by the Stabilizing Manager to TEE International either through the purchase of Shares in the open market by the Stabilizing Manager in the conduct of stabilizing activities or through the exercise of the Over-allotment Option by the Stabilizing Manager no later than 7 business days following the last date for exercising the Over-allotment Option. Subscription for the Invitation Shares Lincoln Capital Pte Ltd, which has, as at the Latest Practicable Date, a shareholding interest of 5.15% in the capital of our Controlling Shareholder, TEE International, has indicated its interest to subscribe for up to 1,000,000 Placement Shares, comprising 0.22% of the entire issued and paid-up share capital of the Company pursuant to the Invitation. Save for the Reserved Shares and as disclosed above, none of our Directors or our Controlling Shareholder intends to subscribe for the Invitation Shares in the Invitation. To the best of our knowledge, we are unaware of any person who intends to subscribe for more than 5.0% of the Invitation Shares. However, under the book-building process to assess market demand for our Shares, there may be person(s) who may indicate an interest to subscribe for more than 5.0% of the Invitation Shares. If such person(s) were to make an application for more than 5.0% of the Invitation Shares pursuant to the Invitation and subsequently be allotted such number of Shares, we will make the necessary announcements at an appropriate time. The final allotment of Shares will be in accordance with the shareholding spread and distribution guidelines as set out in Rule 210 of the Listing Manual. No Shares shall be allotted and issued on the basis of this Prospectus later than 6 months after the date of registration of this Prospectus.

    - 44 -

    MANAGEMENT AND UNDERWRITING AGREEMENT AND PLACEMENT AGREEMENT


    Pursuant to the Management and Underwriting Agreement, our Company has appointed the Issue Manager to manage the Invitation. The Issue Manager will receive a management fee from our Company for its services rendered in connection with the Invitation. Pursuant to the Management and Underwriting Agreement, the Underwriter has agreed to underwrite the Public Offer Shares for an underwriting commission of 3.0% of the aggregate Issue Price for the total number of Public Offer Shares underwritten by the Underwriter (but excluding the portion of Public Offer Shares applied to satisfy excess applications for Placements Shares), payable by our Company. The Underwriter may, at its absolute discretion, appoint one or more sub-underwriters for the Public Offer Shares. Payment of the aforesaid commission shall be made whether or not any allotment, issue or transfer of the Public Offer Shares is made to the Underwriter or its nominees, except that no underwriting commission and brokerage shall be payable for any portion of the Public Offer Shares which have been applied to satisfy excess applications for Placement Shares. Pursuant to the Placement Agreement, the Lead Placement Agent and the Joint Placement Agent have agreed to procure subscriptions for the Placement Shares (in their respective proportions as prescribed under the Placement Agreement) for a placement commission of 2.5% of the aggregate Issue Price for the relevant number of Placement Shares successfully procured for subscription by the Lead Placement Agent and the Joint Placement Agent, respectively, but excluding the portion of the Placement Shares applied to satisfy excess applications for Public Offer Shares, payable by our Company. The Lead Placement Agent and the Joint Placement Agent may, at their absolute discretion, appoint one or more sub-placement agents for the Placement Shares. In addition, the Company may, at its absolute discretion, pay to the Lead Placement Agent and/or the Joint Placement Agent an additional incentive fee of up to 0.5% of the aggregate Issue Price for the relevant number of Placement Shares successfully procured pursuant to the Placement Agreement (the Incentive Fee). For the Public Offer Shares, brokerage will be paid by our Company to members of the Association of Banks in Singapore, members of the SGX-ST and merchant banks in respect of successful applications made on Application Forms bearing their respective stamps, or to the Participating Banks in respect of successful applications made through Electronic Applications at their respective ATMs or IB websites or mobile banking interface (where applicable) at the rate of 0.25% of the Issue Price for each Share (or Placement Share applied to satisfy excess applications for the Public Offer Shares), or in the case of DBS Bank, 0.5% of the Issue Price for each Share. In addition, DBS Bank levies a minimum brokerage fee of S$10,000 which will be payable by our Company. Subscribers of the Placement Shares (excluding Reserved Shares) may be required to pay brokerage of up to 1.0% of the Issue Price (including GST, if applicable) to the Lead Placement Agent and the Joint Placement Agent (or any sub-placement agent appointed by the Lead Placement Agent and the Joint Placement Agent), as well as stamp duties and any other similar charges (subject to any GST, where applicable). The Management and Underwriting Agreement may be terminated by the Issue Manager and/or the Underwriter at any time on or before the time and date of the trading of the Shares on the SGX-ST on the occurrence of certain events including, inter alia: (a) (b) any breach of warranties or undertakings in the Management and Underwriting Agreement; any occurrence of a specified event which comes to the knowledge of the Issue Manager and Underwriter; any adverse change, or any development involving a prospective adverse change, in the condition (business, trading, operational, financial or otherwise), performance or general affairs of the Company or of the Group as a whole; any change, or any development involving a prospective change or any crisis in local, national, regional or international political, industrial, legal, financial, monetary or economic conditions, taxation or exchange controls (including but not limited to the conditions in the stock market, foreign exchange market, inter-bank market or interest rates or money market, in Singapore or any other jurisdiction), political, industrial, economic, legal or monetary conditions, taxation or exchange controls or a combination of any such changes or development or crisis or deterioration thereof; - 45 -

    (c)

    (d)

    MANAGEMENT AND UNDERWRITING AGREEMENT AND PLACEMENT AGREEMENT


    (e) any introduction or prospective introduction of or any change or prospective change in any legislation, regulation, order, notice, policy, rule, guideline or directive (whether or not having the force of law and including, without limitation, any directive, notice or request issued by the Accounting and Corporate Regulatory Authority of Singapore, the Authority, the Securities Industry Council of Singapore, the SGX-ST or relevant authorities in Singapore or elsewhere) or in the interpretation or application thereof by any court, government body, regulatory authority or other competent authority in Singapore or elsewhere including but not limited to foreign exchange controls in Singapore or overseas; any imminent threat or occurrence of any local, national or international outbreak or escalation of hostilities whether war has been declared or not, terrorist attacks, or insurrection or armed conflict (whether or not involving financial markets); any regional or local outbreak of disease that may have an adverse effect on the financial markets; foreign exchange controls in Singapore and overseas or any occurrence of a combination of any such changes or developments or crises, or any deterioration of any such conditions; the issue of a stop order by the Authority in accordance with Section 242 of the Securities and Futures Act; or any other occurrence of any nature whatsoever,

    (f)

    (g) (h)

    (i)

    (j)

    which event or events shall in the opinion of the Issue Manager and/or the Underwriter: (i) result or be likely to result in a material adverse fluctuation or adverse conditions in the stock market in Singapore or elsewhere; or (ii) be likely to prejudice the success of the Invitation, subscription or sale of the Invitation Shares (whether in the primary market or in respect of dealings in the secondary market); or (iii) make it impossible, impracticable or uncommercial to proceed with any of the transactions contemplated in the Management and Underwriting Agreement; or (iv) be likely to have a material adverse effect on the business, trading position, operations or prospects of the Company or of the Group as a whole; or (v) be such that no reasonable underwriter would have entered into the Management and Underwriting Agreement; or (vi) result or be likely to result in the issue of a stop order by the Authority pursuant to the Securities and Futures Act; or (vii) make it uncommercial or otherwise contrary to or outside the usual commercial practices of underwriting in Singapore for the Underwriter to observe or perform or be obliged to observe or perform the terms of the Management and Underwriting Agreement. Notwithstanding the aforesaid, the Issue Manager and Underwriter may terminate the Management and Underwriting Agreement if: (a) at any time up to the commencement of trading of the Shares on the SGX-ST, a stop order shall have been issued by the Authority in accordance with Section 242 of the SFA; or at any time after the registration of this Prospectus with the Authority but before the close of the Application List, our Company fails and/or neglects to lodge a supplementary or replacement prospectus (as the case may be) if they become aware of: (i) (ii) a false or misleading statement in this Prospectus; an omission from this Prospectus of any information that should have been included in it under Section 243 of the SFA; or a new circumstance that has arisen since this Prospectus was lodged with the Authority and would have been required by Section 243 of the SFA to be included in the Prospectus if it had arisen before this Prospectus was ldoged,

    (b)

    (iii)

    that is materially adverse from the point of view of an investor; or

    - 46 -

    MANAGEMENT AND UNDERWRITING AGREEMENT AND PLACEMENT AGREEMENT


    (c) the Shares have not been admitted to the Official List of the SGX-ST on or before 31 July 2013 (or such other date as our Company and the Issue Manager and Underwriter may agree).

    In the event that the Management and Underwriting Agreement is terminated, our Company reserves the right, at the absolute discretion of the Directors, to cancel the Invitation. The Placement Agreement is conditional upon the Management and Underwriting Agreement not being terminated or rescinded pursuant to the provisions of the Management and Underwriting Agreement. Under the Management and Underwriting Agreement and the Placement Agreement, the Company shall hold the Issue Manager, Underwriter and Lead Placement Agent and the Joint Placement Agent, the Underwriters sub-underwriters and the Lead Placement Agents and/or the Joint Placement Agents subplacement agents, their affiliates, associated and related companies and corporations, as well as their respective directors, employees and agents (including the directors and employees of such agents) (collectively, the Indemnified Persons) fully and effectively indemnified against all liabilities, costs and expenses due to any claim which may be brought or threatened to be brought against any of them in relation to the Invitation and the Placement (whether or not such claim is successful, compromised or settled) arising out of: (a) any delay or failure by the Company to comply with any terms of the Management and Underwriting Agreement, the Placement Agreement or requirements of any statute or statutory regulation, the Listing Manual, governmental or ministerial order or decree, or decision, notice, regulation, guidance note or circular of any governmental or quasi-sovereign authority, the SGX-ST or the Securities Industry Council or any other authority (including without limitation to the foregoing, any directive or order by the Authority pursuant to the Securities and Futures Act); this Prospectus not containing all information material in the context of the Invitation and the Placement, or any statement contained herein or in any information which is otherwise supplied by the Company to the Issue Manager, Underwriter and Lead Placement Agent and the Joint Placement Agent in connection with the Invitation and the Placement being untrue, incorrect or misleading; any material misrepresentation or omission contained in this Prospectus; any material breach of the Company of any of the representations, warranties and undertakings in the Management and Underwriting Agreement and the Placement Agreement; and any exercise by the Indemnified Persons of any of the rights and authorities granted to it under the Management and Underwriting Agreement and the Placement Agreement,

    (b)

    (c) (d)

    (e)

    including in any such case (but without prejudice to the generality of the foregoing) all costs, charges and expenses which the Indemnified Persons may properly or reasonably incur or bear in disputing any such claim made against them or in establishing any claim on their part under the foregoing provisions, in each case except in relation to any claim arising out of the gross negligence, fraud or wilful default of the Indemnified Persons. Save as disclosed in this section, no commission, discount or brokerage has been paid or other special terms granted within the preceding 2 years or is payable to any Director, promoter, expert, proposed Director or any other person for subscribing or agreeing to subscribe or procuring or agreeing to procure subscription for any Shares in or debentures of our Company. Save as disclosed above, in the opinion of our Directors, we do not have any material relationship with the Issue Manager, Underwriter and Lead Placement Agent or the Joint Placement Agent in relation to the Invitation.

    - 47 -

    CLEARANCE AND SETTLEMENT


    Upon listing and quotation on the Official List of the SGX-ST, our Shares will be traded under the bookentry settlement system of the CDP and all dealings in and transactions of the Shares through the SGXST will be effected in accordance with the terms and conditions for the operation of Securities Accounts with the CDP, as amended, modified or supplemented from time to time. Clearance and Settlement under the CDP Our Shares will be registered in the name of CDP and held by CDP for and on behalf of persons who maintain, either directly or through depository agents, Securities Accounts with CDP. Persons named as direct Securities Account holders and depository agents in the depository register maintained by the CDP, other than CDP itself, will be treated, under our Articles of Association and the Companies Act, as members of our Company in respect of the number of Shares credited to their respective Securities Accounts. Persons holding our Shares in a Securities Account with CDP may withdraw the number of Shares they own from the book-entry settlement system in the form of physical share certificates. Such share certificates will, however, not be valid for delivery pursuant to trades transacted on the SGX-ST, although they will be prima facie evidence of title and may be transferred in accordance with our Articles of Association. A fee of S$10 for each withdrawal of 1,000 Shares or less and a fee of S$25 for each withdrawal of more than 1,000 Shares is payable upon withdrawing our Shares from the book-entry settlement system and obtaining physical share certificates. In addition, a fee of S$2 or such other amount as our Directors may decide, is payable to the share registrar for each share certificate issued and a stamp duty of S$10 is also payable where our Shares are withdrawn in the name of the person withdrawing our Shares or S$0.20 per S$100 or part thereof of the last transacted price where our Shares are withdrawn in the name of a third party. Persons holding physical share certificates who wish to trade on the SGX-ST must deposit with CDP their share certificates together with the duly executed and stamped instruments of transfer in favour of CDP and have their respective Securities Accounts credited with the number of Shares deposited before they can effect the desired trades. A fee of S$10 is payable upon the deposit of each instrument of transfer with CDP. Transactions in our Shares under the book-entry settlement system will be reflected by the sellers Securities Account being debited with the number of Shares sold and the buyers Securities Account being credited with the number of Shares acquired. No transfer stamp duty is currently payable for Shares that are settled on a book-entry basis. Clearing Fees A Singapore clearing fee for trades in our Shares on the SGX-ST is payable at the rate of 0.04% of the transaction value subject to a maximum of S$600 per transaction. The clearing fee, instrument of transfer deposit fee and share withdrawal fee may be subject to GST currently at 7.0%. Dealings of our Shares will be carried out in SGD and will be effected for settlement through CDP on a scripless basis. Settlement of trades on a normal ready basis on the SGX-ST generally takes place on the third Market Day following the transaction date and payment for the securities is generally settled on the following business day. CDP holds securities on behalf of investors in Securities Accounts. An investor may open an account with CDP or a sub-account with a CDP depository agent. A CDP depository agent may be a member company of the SGX-ST, bank, merchant bank or trust company.

    - 48 -

    USE OF PROCEEDS AND LISTING EXPENSES OF THE INVITATION


    Based on the Issue Price, our estimated net proceeds from the Invitation (assuming the Over-allotment Option is not exercised), after deducting the commissions and other estimated expenses payable in relation to the Invitation (estimated to be approximately S$4.3 million), will be approximately S$57.8 million. We intend to utilize the proceeds from the Invitation as follows:
    Estimated amount allocated for each dollar of the gross proceeds raised from the Invitation (as a % of the gross proceeds) 41.9

    Use of Proceeds Fund expansion by way of new property development projects, joint ventures, acquisitions, investments and others Repayment of loans and advances to TEE International, our Controlling Shareholder Repayment of bank loans Working capital purposes Net proceeds Estimated expenses incurred in connection with the Invitation(3) Professional fees Underwriting commission, placement commission and brokerage(4) Miscellaneous expenses (including listing fees) Total

    Estimated amount (S$ million) 26.0

    15.0

    (1)

    24.1

    6.0 10.8 57.8

    (2)

    9.7 17.4 93.1

    (1)

    1.4 2.0

    2.3 3.2

    0.9 62.1

    1.4 100.0

    Notes: (1) As at the Latest Practicable Date, TEE International, our Controlling Shareholder, has provided loans and advances of S$77.8 million for working capital purposes and to finance our expansion of property development activities. Such loans and advances were interest free, unsecured and repayable on demand. TEE International has agreed to capitalize S$63.0 million of such loans and advances into 63,000,000 new Shares of our Company and we intend to utilize up to S$15.0 million for the repayment of loans and advances to TEE International, our Controlling Shareholder. In the event that there is any excess amount after the repayment of such loans and advances, our Company will use the excess amount for the Groups general working capital purposes. Please refer to the section entitled Capitalization and Indebtedness of this Prospectus for more information. Assuming the Over-allotment Option is not exercised. Please refer to the section entitled Management and Underwriting Agreement and Placement Agreement of this Prospectus for more information. The above figures are based on the assumption that the maximum Incentive Fee is paid to the Lead Placement Agent and/or the Joint Placement Agent pursuant to the Placement Agreement.

    (2) (3) (4)

    If the Over-allotment Option is exercised in full, the additional net proceeds (after the payment of fees, commissions and other expenses (assuming that the maximum incentive fee is paid to the Stabilizing Manager in connection with the Over-allotment Shares) in relation to the subscription of the Overallotment Shares) is approximately S$12.0 million. The additional proceeds will be used for our general working capital requirements. In the opinion of our Directors, there is no minimum amount which must be raised from the Invitation. Please refer to the section entitled Prospects, Business Strategies and Future Plans of this Prospectus for further details. Save as disclosed in this Prospectus, none of the proceeds from the Invitation will be used to discharge, reduce or retire any indebtedness of our Group.

    - 49 -

    USE OF PROCEEDS AND LISTING EXPENSES OF THE INVITATION


    Save as disclosed in this Prospectus, none of the proceeds of the Invitation will be used, directly or indirectly, to acquire or refinance the acquisition of an asset other than in the ordinary course of business. The foregoing represents our best estimates of the allocation of our net proceeds from the Invitation based on our current plans and estimates regarding our anticipated expenditures. In the event that the actual expenditures vary from these estimates, our Directors will carefully evaluate the situation and may re-allocate our net proceeds within the categories described above or re-allocate our net proceeds for other purposes. In the event that we decide to re-allocate our net proceeds from the issue of the Invitation Shares for other purposes, we will publicly announce our intention to do so through a SGXNET announcement to be posted on the Internet at the SGX-ST website: http://www.sgx.com. We will make periodic announcements via SGXNET on the use of the net proceeds from the Invitation as and when the net proceeds are materially disbursed, and provide a status report on the use of the net proceeds in our annual report(s). Pending the deployment of the net proceeds as aforesaid, the net proceeds may be added to our working capital, placed as deposits with banks or financial institutions, or used for investment in short-term deposits, money market or debt instruments, as our Directors may deem appropriate in their absolute discretion. In the event that the amount set aside to meet the estimated expenses listed above is in excess of the actual expenses incurred, such excess amount will be made available for our working capital purposes.

    - 50 -

    EXCHANGE CONTROLS
    The following is a description of the exchange controls that exist in the jurisdictions in which our Group operates:

    Singapore
    There are no Singapore governmental laws, decrees, regulations or other legislation that may affect the following: (a) the import or export of capital, including the availability of cash and cash equivalents for use by our Group; and the remittance of dividends, interest or other payments to non-resident holders of our Companys securities.

    (b)

    Malaysia
    The foreign exchange control framework in Malaysia is governed by the Exchange Control Act 1953. The Malaysian foreign exchange policies and rules are administered by Bank Negara Malaysia, which is the Central Bank of Malaysia. These policies and rules regulate both residents and non-residents. As at the date of this Prospectus, non-residents are free to repatriate funds from divestment of ringgit assets or profits/dividends arising from investments in Malaysia but the repatriation must be made in a foreign currency other than the currency of Israel. The settlement of investment in Ringgit assets can be undertaken either in Ringgit or foreign currency. In respect of borrowings, a resident company is free to borrow any amount in foreign currency (other than the currency of Israel) from (a) licensed onshore banks; (b) international Islamic banks; (c) resident related companies; and (d) non-resident non-bank related companies. A resident company is also free to borrow in foreign currency up to the equivalent of RM100 million in aggregate on a corporate group basis from other non-residents, including financial institutions and related non-bank non-resident companies which are set up solely to obtain credit facilities. Approval from the Central Bank of Malaysia would be required for loan amounts which are above the equivalent of RM100 million in aggregate on a corporate group basis. For the purposes of the foreign exchange administration rules in Malaysia, a related company includes the ultimate holding company, parent or head office, branches (unincorporated entities), subsidiaries (companies that are more than 50% owned by the resident company), associated companies (companies that have between 10% and 50% shareholding relationship with the resident company) and sister companies (companies that have common shareholders with the resident company). There is also no registration requirement to obtain Central Banks approval for the repayment or prepayment of approved foreign currency borrowings from a non-resident lender by a resident as long as the loan obtained is within the permitted limit or specific permission from the controller has been obtained for the loan, and the repayment is made in accordance with the terms and conditions of the loan. Repayment of foreign currency borrowing with no fixed tenure or repayment schedule is deemed to be a prepayment, and therefore, the registration requirement is abolished. The approval requirements relating to residents obtaining foreign currency borrowings above the equivalent of RM100 million in aggregate on a corporate group basis remain unchanged. As at the Latest Practicable Date, the Financial Services Act 2013 has been given royal assent and gazetted as law, but is yet to be in force. Once it is in force, it will repeal the Exchange Control Act 1953. The above foreign exchange policies and rules may be amended following the passing of the Financial Services Act 2013. Notwithstanding the above, the new Financial Services Act 2013 does not expressly provide any change in the exchange controls rules that the Company is currently already in compliance with.

    - 51 -

    EXCHANGE CONTROLS
    Thailand
    Thailands exchange controls are established by the Exchange Control Act B.E. 2485 (A.D. 1942) (ECA) and foreign exchange transactions are regulated by the Bank of Thailand. Under the ECA, payment of current transactions, such as payment for imported goods, payment for services outside of Thailand, interest payment on overseas loans, repatriation of profits or dividends on foreign investment, provided that there are evidence of supporting documents, may be made in unlimited amounts and do not require permission. In relation to payment for imported goods, importers may purchase or withdraw foreign currencies from their own foreign currency accounts for import payments upon submission of supporting documents. Letters of credits may also be opened without authorization. Outward remittances of amounts properly due to non-residents are permitted for items of a non-capital nature such as service fees, interest, dividends, profits, or royalties, provided that supporting documents are submitted to the banks or authorized financial institutions. Under the ECA, transfers in foreign currency for direct and portfolio investments in Thailand are freely permitted. Proceeds must be surrendered to a bank or an authorized financial institution or deposited in a foreign currency account with a bank or an authorized financial institution in Thailand within 360 days. Repatriation of capital investments may be made freely without requiring permission for repatriation of the principal amounts under loan agreements, repayment of capital investment following the liquidation of a business, and sale of equities, including outward remittances by Thai residents of foreign currencies for the purposes of, (a) in the case of a juristic entity, (i) making overseas investments of at least 10% in such shareholdings or loan extended to their overseas affiliated business establishments in an unlimited appropriate amount; (ii) lending to overseas establishments in an aggregate amount not exceeding US$50,000,000 per year; or (b) in the case of an individual, making overseas investments of at least 10% in such shareholdings in an aggregate amount not exceeding US$100,000,000 per year; or (c) buying overseas property not in excess of US$10,000,000. Individual and corporate investors can invest in securities abroad through private funds and securities companies. However, all outward remittances by Thai residents of foreign currencies to pay for securities in overseas markets must receive prior permission from the Thai Exchange Control Department.

    Vietnam
    Under the investment laws and foreign exchange regulations presently in force in Vietnam, subject to full discharge of their financial obligations to the Socialist Republic of Vietnam, foreign investors are entitled to repatriate or remit profits derived from their business activities, payments received from the provision of technology and services and from intellectual property, offshore loan principal repayments as well as interest payments (subject to applicable withholding tax being paid on the interest payments), invested capital (upon the dissolution of the company, an approved capital reduction or termination of business cooperation contracts), and other sums of money and assets lawfully owned by the investor. Such repatriation or remittance must be conducted through the capital accounts of the foreign investors opened with the licensed banks located in Vietnam. For the purpose of remittance of profits, foreign investors are required to provide certain supporting documents to the remitting banks for verification. In the case of invested capital remittance, approval from the licensing authority is compulsory where the amount of repatriated capital exceeds the original amount of the registered capital. A foreign invested entity is entitled to buy foreign currency for its transactions in accordance with the Vietnamese foreign exchange regulations. Although it is not required to obtain approval for conversion of currency, the foreign invested entity may need to purchase foreign currency from the licensed commercial banks on an availability basis to settle offshore payments, including remittance of profits, capital and/or interest, when it does not have enough foreign currency in reserve.

    - 52 -

    EXCHANGE CONTROLS
    The State Bank of Vietnam announces the average exchange rate in the Foreign Currency Interbank Market of VND against USD daily in the mass media. Commercial banks (including foreign bank branches) shall determine and announce their buying/selling rates of VND against USD within the range permitted by the State Bank of Vietnam (which is presently 2.0% above or under the published average exchange rate in the Foreign Currency Interbank Market).

    - 53 -

    DIVIDEND POLICY
    Since incorporation, our Company has not declared or paid any dividends. We currently do not have a formal dividend policy. Our Company will pay dividends, if any, only out of our distributable profits as permitted under Singapore law. Any final dividends we declare must be approved by an ordinary resolution of our Shareholders at a general meeting. We are not permitted to pay dividends in excess of the amount recommended by our Board of Directors. Our Board of Directors may, without the approval of our Shareholders, also declare interim dividends. All dividends will be paid in accordance with the Companies Act. Please refer to Appendix E Description of Our Shares Dividends of this Prospectus for further information relating to the payment of dividends by our Company. As a holding company, we are further dependent on distributions from our Subsidiaries and/or Associated Companies in order to pay dividends in the future. The ability of our Subsidiaries and/or Associated Companies to declare and pay dividends to us, in terms of the timing, amount and form, will be dependent on the cash income of and cash available to such Subsidiaries and/or Associated Companies and may be restricted under applicable laws or regulations. The actual dividend that our Directors may recommend or declare in respect of any particular financial year or period will be subject to various factors including but not limited to the following: (a) (b) (c) (d) our expected financial performance; the level of our cash, gearing, return on equity and retained earnings; our projected levels of capital expenditure and other investment plans; restrictions on payment of dividends that may be imposed on us as a result of our financing arrangements; and the general economic and business condition in countries in which we operate.

    (e)

    Subject to the above, our Directors intend to recommend and distribute dividends of not less than 50% of our net profit attributable to our Shareholders for FY2013 (the Proposed Dividend). However, investors should note that all the foregoing statements, including the statement on the Proposed Dividend, are merely statements of our present intention and shall not constitute legally binding statements in respect of our future dividends which may be subject to modification (including reduction or non-declaration thereof) in our Directors sole and absolute discretion. Investors should not treat the Proposed Dividend as an indication of our Groups future dividend policy. No inference should be or can be made from any of the foregoing statements as to our actual future profitability or ability to pay dividends. Please refer to Appendix G Taxation of this Prospectus for further information relating to taxes payable on dividends. There can be no assurance that dividends will be paid in the future or as to the timing of any dividends that may be paid in the future. Please refer to the section entitled Risk Factors - Risks Relating to an Investment in Our Shares We do not have a fixed dividend policy and may not be able to pay dividends to our Shareholders of this Prospectus for further details.

    - 54 -

    SHARE CAPITAL
    Our Company (Registration Number 201230851R) was incorporated in the Singapore on 18 December 2012 under the Companies Act as a private company limited by shares, under the name TEE Land Private Limited. On 23 May 2013, our Company changed its name to TEE Land Limited in connection with its conversion to a public company limited by shares. As at the date of incorporation, our issued and paid-up share capital was S$1 comprising one Share. On 22 February 2013, we entered into the Restructuring Agreement, pursuant to which we acquired each of the Subsidiaries and the assets and liabilities of each of these Subsidiaries. Pursuant to the Restructuring Exercise, our issued and paid-up share capital was increased to S$15,969,000 comprising 15,969,000 Shares. In addition, pursuant to the Subscription Agreement, the Pre-IPO Investors collectively subscribed for 4,000,000 Shares for an aggregate consideration of S$4,000,000. Please refer to the section entitled General Information on Our Group Restructuring Exercise of this Prospectus for further details. Pursuant to written resolutions dated 2 May 2013 and 11 May 2013, our then Shareholders approved, inter alia, the following: (a) the capitalization of S$63,000,000 of the loans and advances from TEE International, our Controlling Shareholder and the issue of 63,000,000 new Shares to TEE International; the sub-division of each Share into 4 Shares pursuant to the Share Split; the conversion of our Company into a public company limited by shares and the consequential change of name to TEE Land Limited; the adoption of the Articles of Association of our Company; the issue of the Invitation Shares and the Over-allotment Shares pursuant to the Invitation, which when allotted, issued and fully paid, will rank pari passu in all respects with our existing issued Shares; that authority be given to our Directors, pursuant to Section 161 of the Companies Act, to: (i) (aa) (bb) issue Shares whether by way of rights, bonus or otherwise; and/or make or grant offers, agreements or options (collectively, Instruments) that might or would require Shares to be issued during the continuance of this authority or thereafter, including but not limited to the creation and issue of (as well as adjustments to) warrants, debentures or other instruments convertible into Shares,

    (b) (c)

    (d) (e)

    (f)

    at any time and upon such terms and conditions and for such purposes and to such persons as our Directors may, in their absolute discretion, deem fit; and (ii) issue Shares in pursuance of any Instruments made or granted by our Directors while such authority was in force (notwithstanding that such issue of Shares pursuant to the Instruments may occur after the expiration of the authority contained in this resolution),

    Provided that: (iii) the aggregate number of Shares issued pursuant to such authority (including the Shares to be issued in pursuance of Instruments made or granted pursuant to such authority), shall not exceed 50.0% of the Post-Invitation Issued Share Capital, and provided further that the aggregate number of such Shares to be offered other than on a pro-rata basis in pursuance to such authority (including Shares to be issued pursuant to any Instruments made or granted pursuant to such authority) shall not exceed 20.0% of the Post-Invitation Issued Share Capital;

    - 55 -

    SHARE CAPITAL
    (iv) (unless revoked or varied by our Company in general meeting) the authority so conferred shall continue in force until the conclusion of the next annual general meeting of our Company or the date by which the next annual general meeting of our Company is required by law to be held, whichever is the earlier.

    For the purposes of this resolution, the Post-Invitation Issued Share Capital shall mean the total number of issued Shares of our Company (excluding treasury shares) immediately after this Invitation, after adjusting for: (i) new Shares arising from the conversion or exercise of any convertible securities; (ii) new Shares arising from the exercise of share options or vesting of share awards outstanding or subsisting at the time such authority is given, provided the options or awards were granted in compliance with the Listing Manual; and (iii) any subsequent bonus issue, consolidation or sub-division of Shares; and (g) that: (i) subject to and conditional upon the passing of the resolution referred to in paragraph (f) above, approval be given to our Directors at any time to issue Shares (other than on a prorata basis to Shareholders) at an issue price for each Share which shall be determined by our Directors in their absolute discretion provided that such price shall not represent a discount of more than 10.0% to the weighted average price of a Share for trades done on the SGX-ST (as determined in accordance with the requirements of the SGX-ST); and (unless revoked or varied by our Company in general meeting) the authority so conferred shall continue in force until the conclusion of the next annual general meeting of our Company or the date by which the next annual general meeting of our Company is required by law to be held, whichever is the earlier.

    (ii)

    (h)

    the adoption of the TEE Land PSP and TEE Land ESOS, the rules of which are set out in Appendices H and I of this Prospectus and that our Directors be authorized to allot and issue Award Shares or Option Shares (as the case may be) upon the vesting of Awards granted under the TEE Land PSP or exercise of Options granted under the TEE Land ESOS.

    As at the date of this Prospectus, our Company only has one class of shares, being ordinary shares. The rights and privileges of our Shares are stated in our Articles of Association. There are no founder, management, deferred or unissued shares reserved for issuance for any purpose. Save for the Overallotment Shares, no person has been, or is entitled to be, given an option to subscribe for any securities of our Company or any of our Subsidiaries. There are no Shares that are held by or on behalf of our Company or by any of our Subsidiaries. As at the Latest Practicable Date (after completion of the Share Split), the issued and paid-up capital of our Company is approximately S$83.0 million comprising 331,876,000 Shares. Upon allotment of the Invitation Shares, the resultant issued and paid-up share capital of our Company will increase to approximately S$142.5 million comprising 446,876,000 Shares.

    - 56 -

    SHARE CAPITAL
    Details of the changes in the issued and paid-up share capital of our Company since incorporation and immediately after the Invitation are set out as follows:
    Number of new Shares issued Upon first allotment Issuance of Shares pursuant to the Restructuring Exercise Share Split Pre-Invitation share capital Invitation Shares to be issued pursuant to the Invitation Post-Invitation share capital
    Note: (1) This takes into consideration the estimated expenses incurred in relation to the Invitation of approximately S$2.6 million which would be set off against share capital and excludes estimated expenses incurred in relation to the Invitation of approximately S$1.7 million which would be recognized in the income statement.

    Resultant issued and paid-up share capital Number of Shares Value (S$) 1 82,969,000 1 82,969,000

    1 82,968,999

    248,907,000 115,000,000

    331,876,000 331,876,000 446,876,000

    82,969,000 82,969,000 142,472,380 (1)

    446,876,000

    142,472,380 (1)

    The shareholders equity of our Company as at the date of incorporation, after adjustments to reflect the Restructuring Exercise and the issue of the Invitation Shares, is set out below. This should be read in conjunction with Appendix C Independent Auditors Report on the Unaudited Proforma Group Financial Information for the Year Ended 31 May 2012 and for the Six Months Period Ended 30 November 2012 of this Prospectus.
    As at the date of incorporation (S$) Shareholders Equity of our Company Issued and paid-up share capital Accumulated profits and reserves 1 82,969,000 6,406,048 142,472,380 4,665,258 After the Restructuring Exercise (S$) Immediately after the Invitation (S$)

    - 57 -

    SHAREHOLDERS
    Our Shares do not carry different voting rights from the Invitation Shares. As at the date of lodgement of the Prospectus, our issued and paid-up share capital is S$82,969,000, comprising 331,876,000 Shares. The table below sets out the shareholding interests (direct and deemed) of each substantial Shareholder (which means a Shareholder who is known by us to beneficially own 5.0% or more of our issued Shares) and each Director as at the date of lodgement of the Prospectus and immediately after the Invitation:
    Immediately after the Invitation (assuming the Over-allotment Option is not exercised) Direct interest No. of Shares % Deemed interest No. of Shares %

    As at the date of lodgement of the Prospectus Direct Interest No. of Shares Directors Er. Dr. Lee Bee Wah(1) Mr. Phua Cher Chew(1) Mr. Boon Choon Kiat Ms. Saw Chin Choo(1) Dato Paduka Timothy Ong Teck Mong(1) Dr. Tan Khee Giap Mr. Chin Sek Peng Mr. Lim Teck Chai, Danny Substantial Shareholders TEE International(1) Mr. Phua Chian Kin(1)(2) Mdm. Tay Kuek Lee(1)(2) Other Shareholders Mr. Koh Wee Meng Mr. Tommie Goh Thiam Poh Mr. Jeremy Lee Sheng Poh Public (including Reserved Shares) Total
    Notes: (1)

    Deemed interest No. of Shares %

    315,876,000

    95.18 315,876,000 95.18 315,876,000 95.18

    315,876,000

    70.69 315,876,000 70.69 315,876,000 70.69

    8,000,000 6,000,000 2,000,000

    2.41 1.81 0.60

    8,000,000 6,000,000 2,000,000

    1.79 1.34 0.45

    115,000,000

    25.73

    331,876,000 100.00

    446,876,000 100.00

    As at the Latest Practicable Date, Er. Dr. Lee Bee Wah, Mr. Phua Cher Chew, Ms. Saw Chin Choo, Dato Paduka Timothy Ong Teck Mong, Mr. Phua Chian Kin and Mdm. Tay Kuek Lee hold, directly and indirectly, 764,000 (0.16%), 616,060 (0.13%), 1,139,712 (0.24%), 3,395,000 (0.73%), 252,920,546 (54.25%) and 246,239,622 (52.82%) shares in TEE International respectively. Mr. Phua Chian Kin has influence over the exercise of the rights in relation to the shares in TEE International held by his spouse, Mdm. Tay Kuek Lee and vice versa. Accordingly, they are deemed to have an interest in our Shares held by TEE International.

    (2)

    Save as disclosed in the section entitled General Information on our Group Restructuring Exercise of this Prospectus, there has been no change in the percentage ownership of Shares by our Controlling Shareholder(s) in our Company from the date of incorporation up to the Latest Practicable Date. To the best of their knowledge, our Directors are not aware of any arrangement, the operation of which may, at a subsequent date, result in a change in control of our Company.

    - 58 -

    SHAREHOLDERS
    Save as disclosed in this Prospectus, our Company is not directly or indirectly owned or controlled by another corporation, any government or other natural or legal person whether severally or jointly. Moratorium To demonstrate its commitment to our Group, our Controlling Shareholder, TEE International who holds 315,876,000 Shares representing 70.69% of our Companys post-Invitation share capital (assuming that the Over-allotment Option is not exercised), has undertaken to the Issue Manager and our Company that, for a period of 6 months commencing from the Listing Date (the Moratorium Period), it will not offer, pledge, sell, contract to sell, sell any option or contract to purchase, grant any option, right or warrant to purchase, lend, enter into any contract that will directly or indirectly constitute or will be deemed as a disposal of, hypothecate or encumber or otherwise transfer or dispose of, directly or indirectly, any part of its interests in our Company. In connection with the Share Lending Agreement, TEE International may lend up to 23,000,000 Shares to the Stabilizing Manager. The Moratorium Period mentioned in this paragraph does not apply to the Shares lent to the Stabilizing Manager pursuant to the Share Lending Agreement, provided that the Moratorium Period shall apply to the Shares returned to TEE International pursuant to the Share Lending Agreement. Please refer to the section entitled Plan of Distribution Share Lending of this Prospectus for further details. Mr. Koh Wee Meng, Mr. Tommie Goh Thiam Poh and Mr. Jeremy Lee Sheng Poh, the Pre-IPO Investors who hold 8,000,000 Shares, 6,000,000 Shares and 2,000,000 Shares, representing 1.79%, 1.34% and 0.45% of our Companys post-Invitation share capital (assuming that the Over-allotment Option is not exercised), respectively, have each undertaken to the Issue Manager and our Company that they will not offer, pledge, sell, contract to sell, sell any option or contract to purchase, grant any option, right or warrant to purchase, lend, enter into any contract that will directly or indirectly constitute or will be deemed as a disposal of, hypothecate, encumber or otherwise transfer or dispose of, directly or indirectly, any part of their respective interests in our Company during the Moratorium Period.

    - 59 -

    CAPITALIZATION AND INDEBTEDNESS


    The following table shows our combined cash and cash equivalents, short-term debt, long-term debt and capitalization of our Group as at 31 March 2013, based on our unaudited management accounts and as adjusted for the Restructuring Exercise and the net proceeds from the Invitation as set out in the section entitled Use of Proceeds and Listing Expenses of the Invitation of this Prospectus. The information in this table should be read in conjunction with the audited combined financial statements of our Group as set out in Appendix A Independent Auditors Report on the Combined Financial Statements for the Years Ended 31 May 2012, 2011 and 2010, Appendix B Independent Auditors Report on the Combined Interim Condensed Financial Statements for the Six Months Period Ended 30 November 2012 and Appendix C Independent Auditors Report on the Unaudited Proforma Group Financial Information for the Year Ended 31 May 2012 and for the Six Months Period Ended 30 November 2012 of this Prospectus, the related notes and other financial information contained elsewhere in those appendices, and the sections entitled Managements Discussion and Analysis of Results of Operations and Financial Position and Selected Combined Financial Information of this Prospectus.
    As at 31 March 2013 As adjusted for the Restructuring Exercise ($000) Cash and bank balances Indebtedness Current - secured and guaranteed - secured and non-guaranteed - unsecured and guaranteed - unsecured and non-guaranteed 20,602 As adjusted for the use of net proceeds from the Invitation ($000) 57,364

    16,588 27,720 44,308

    10,588 12,720 23,308

    Non-current - secured and guaranteed - secured and non-guaranteed - unsecured and guaranteed - unsecured and non-guaranteed Total Indebtedness Total Shareholders Equity Total Capitalization and Indebtedness
    Note: (1)

    65,951 4,050 114,309 84,679 198,988

    65,951 4,050 93,309 142,441 235,750

    Please refer to the section entitled General Information on Our Group Restructuring Exercise of this Prospectus for further details.

    Cash and bank balances As at 31 March 2013 as adjusted for the Restructuring Exercise, we had cash and cash balances of approximately S$20.6 million, of which bank balances of approximately S$18.9 million were held under the project accounts maintained in respect of the development projects. As the withdrawal of monies from the project accounts is regulated by the Housing Developers (Project Account) Rules, the monies in the project accounts are restricted to payments for the relevant development projects until completion of the projects. The balance of S$1.7 million is not restricted in use.

    - 60 -

    CAPITALIZATION AND INDEBTEDNESS


    Indebtedness As at 31 March 2013 as adjusted for the Restructuring Exercise, our short term indebtedness amounted to approximately S$44.3 million, comprising bank loans of approximately S$16.6 million and shareholders loan of approximately S$15.0 million and other payables of S$12.7 million, while our long term borrowings amounted to approximately S$70.0 million comprising bank loans of approximately S$66.0 million and long term loan of approximately S$4.0 million. Our bank loans bear interest rates ranging from 1.40% to 7.35% per annum. The bank interest rate of 7.35% relates to the sole RM credit facility provided to TEE Resources. The interest rate is higher in Malaysia as the base cost of funds is higher compared to Singapore. For the SGD credit facilities, the range of interest rates is 1.40% to 4.00% as at the Latest Practicable Date. There were no material changes in our total capitalization and indebtedness, save for (i) the scheduled monthly repayments on our borrowings; and (ii) repayment of amounts due to related parties, since 1 April 2013 to the Latest Practicable Date. Please refer to the section entitled Managements Discussion and Analysis of Results of Operations and Financial Position of this Prospectus for a description of our borrowings. Credit Facilities Details of our credit facilities as at the Latest Practicable Date are as follows:
    Amount of facilities granted (S$000) 30,171 Amount of facilities owing (S$000) 18,999 Amount of facilities unutilized (S$000) 11,172

    Borrowing Subsidiary Development 83

    Type of credit facility Land loan I, II, III, construction loan, bankers guarantee I and II and development charge loan

    Interest rates 1.60% per annum over the banks prevailing cost of funds as determined by the bank for interest periods of 1, 2, 3 or 6 months

    Maturity profile Repayable by September 2015 or 6 months from the date of issuance of TOP, whichever is the earlier Repayable by 31 March 2014 or 6 months from the date of issuance of TOP, whichever is the earlier

    TEE Realty

    Land loan, 12,807 construction loan, bankers guarantee and specific advance facility

    9,114

    3,693

    1.75% per annum over the banks prevailing cost of funds as determined by the bank for interest periods of 1, 2, 3, or 6 months for the land loan, construction loan and 2% per annum over the banks prevailing cost of funds as determined by the bank for interest periods of 1, 2, 3, or 6 months for the specific advance facility

    - 61 -

    CAPITALIZATION AND INDEBTEDNESS


    Amount of facilities granted (S$000) 1,500 Amount of facilities owing (S$000) 1,500 Amount of facilities unutilized (S$000)

    Borrowing Subsidiary TEE Realty

    Type of credit facility Working capital loan

    Interest rates

    Maturity profile

    0.25% per annum Repayable below banks on demand prevailing enterprise base rate (currently 4.75% per annum) on daily balance or such other rate or rates as may be determined by the bank at their absolute discretion from time to time 1.80% per annum over the banks cost of funds or 1.80% per annum over the applicable swap offer rate as determined by the bank on the day of the transaction, whichever is the higher; or at such other rate at the sole discretion of the bank for interest periods of 1, 2, 3, or 6 months Land loan, construction loan and development charge loan at 1.50% per annum and over the banks cost of funds or 1.80% per annum over the applicable swap offer rate as determined by the bank on the day of the transaction, whichever is the higher; or at such other rate at the sole discretion of the bank for interest periods of 1, 2, 3, or 6 months Money market loan at 1.80% per annum over the banks cost of funds or 1.80% per annum over the applicable swap offer rate as determined by the bank on the day of the transaction, whichever is the higher; or at such other rate at the sole discretion of the bank for interest periods of 1, 2, 3, or 6 months Repayable within 47 months from the date of first drawdown of the land loan or 6 months after the issuance of the TOP, whichever is the earlier

    Development 72

    Land loan, construction loan and development charge loan

    21,485

    12,950

    8,535

    TEE Homes

    Land loan, construction loan, development charge loan and money market loan

    16,412

    12,712

    3,700

    Repayable within 52 months from the date of first drawdown of loan or 6 months after the issuance of the TOP, whichever is the earlier

    - 62 -

    CAPITALIZATION AND INDEBTEDNESS


    Amount of facilities granted (S$000) 11,288(1) Amount of facilities owing (S$000) 9,135 Amount of facilities unutilized (S$000) 2,153

    Borrowing Subsidiary TEE Development

    Type of credit facility Land loan, state land loan, development charge loan, construction loan and working capital loan I and II

    Interest rates Interest for land loan, state land loan, development charge loan and construction loan at 0.7% per annum below banks prevailing enterprise base rate (currently 3.8% per annum) on daily balance or such other rate or rates as may be determined by the bank at their absolute discretion from time to time

    Maturity profile Repayable by 13 November 2014 or 3 months from the date of issuance of TOP, whichever is the earlier

    Interest for working capital loan I at 0.5% per annum below the banks prevailing enterprise base rate (currently 4.0% per annum) on daily balance or such other rate or rates as may be determined by the bank at their absolute discretion from time to time Interest for working capital loan II at 0.75% per annum below the banks prevailing enterprise base rate (currently 4.75% per annum) on daily balance or such other rate or rates as may be determined by the bank at their absolute discretion from time to time

    - 63 -

    CAPITALIZATION AND INDEBTEDNESS


    Amount of facilities granted (S$000) 18,360(2) Amount of facilities owing (S$000) 13,519 Amount of facilities unutilized (S$000) 4,841

    Borrowing Subsidiary TEE Development

    Type of credit facility Land loan and construction loan

    Interest rates 1.2% per annum above the banks swap offer rate

    Maturity profile Repayable by 31 December 2015 or 6 months after the issuance of the TOP, whichever is the earlier Repayable within 6 years, inclusive of 1 year grace period for interest servicing commencing from the date of 1st disbursement of the term loan

    TEE Resources

    Term loan 1 and 2

    RM25,500

    RM22,500

    RM3,000

    0.75% per annum plus the banks estimated cost of funds, calculated on monthly rest basis (prevailing estimated cost of funds is 6.60% per annum and is subject to change)

    Notes: (1) The amount guaranteed by TEE International, our Controlling Shareholder, is based on the effective shareholding interest it holds in the property development project The Peak @ Cairnhill I, i.e. 27%. The amount guaranteed by TEE International, our Controlling Shareholder, is based on the effective shareholding interest it holds in the property development project The Peak @ Cairnhill II, i.e. 27%.

    (2)

    The credit facilities were secured by (i) mortgages over our Groups development properties (including land lots purchased); and (ii) corporate guarantees provided by our Controlling Shareholder, TEE International. On 27 May 2013, RHB Bank Berhad, Singapore Branch granted our Company an unsecured short term loan of S$3.0 million for working capital purposes. The short term loan granted has an interest rate of 6.0% per annum on the amount outstanding subject to a minimum interest charge of not less than 14 days interest period, with such loan being repayable within 1 month from the date of the draw down of the short term loan. The Company expects to draw down on S$3.0 million of this short term loan prior to the Listing Date. Following our listing on the Official List of the SGX-ST, we intend to (a) request the respective financial institutions to release the above corporate guarantees provided by TEE International and novate the corporate guarantees to our Group and/or (b) secure alternative bank facilities on terms similar to those applicable to our existing facilities or on terms acceptable to us. Please refer to the section entitled Interested Person Transactions and Potential Conflict of Interests Present and On-going Interested Person Transactions of this Prospectus for further details on the corporate guarantees provided by TEE International. Contingent Liabilities As at the Latest Practicable Date, we do not have any contingent liabilities. To the best of our Directors knowledge, as at the Latest Practicable Date, we are not in breach of any terms and conditions or covenants associated with any credit arrangement or bank loan which could materially affect our financial position and results or business operations or the investments of our Shareholders. - 64 -

    DILUTION
    Dilution is the amount by which the Issue Price paid by our new investors pursuant to the Invitation exceeds our unaudited proforma NAV per Share immediately after the Invitation. The unaudited proforma NAV as at 30 November 2012 before adjusting for the issue of the Invitation Shares was approximately S$0.2500 per Share based on our pre-Invitation share capital of 331,876,000 Shares. Based on the issue of 115,000,000 Invitation Shares at an Issue Price of S$0.54 per Share pursuant to the Invitation and after deducting estimated expenses incurred in connection with the Invitation, the unaudited proforma NAV of our Group as at 30 November 2012 would be S$0.3149 per Share. This represents an immediate increase in our unaudited proforma NAV of S$0.0649 per Share to our existing Shareholders and an immediate dilution in our unaudited proforma NAV of S$0.2251 per Share to our new investors. For illustrative purposes, the table below sets out the dilution per Share pursuant to the Invitation:
    S$ Issue Price per Share Unaudited proforma NAV per Share as at 30 November 2012, based on the pre-Invitation share capital of 331,876,000 Shares Unaudited proforma NAV per Share as at 30 November 2012, as adjusted for the issue of the Invitation Shares Dilution in unaudited proforma NAV per Share to new investors Dilution in unaudited proforma NAV per Share to new investors as a percentage of the Issue Price 0.5400 0.2500

    0.3149

    0.2251 41.7%

    The following table summarizes the total number of new Shares acquired (adjusted for the Share Split) by our existing Shareholders or their associates during the 3 years prior to the date of lodgement of this Prospectus with the Authority, the total consideration paid by them and the average effective cash cost per Share to our existing Shareholders and to our new investors pursuant to the Invitation.
    Average effective cash cost per Share (S$)

    Number of Shares acquired Substantial Shareholder TEE International Pre-Invitation Shareholders Mr. Koh Wee Meng Mr. Tommie Goh Thiam Poh Mr. Jeremy Lee Sheng Poh New investors 8,000,000 6,000,000 2,000,000 115,000,000 315,876,000

    Total cost (S$)

    78,969,000

    0.2500

    2,000,000 1,500,000 500,000 62,100,000

    0.2500 0.2500 0.2500 0.5400

    - 65 -

    VALUATION
    As at 30 November 2012, the unaudited proforma NAV of our Group was S$83.0 million. As at 30 November 2012, being the effective date at which the properties were valued, the valuations of the property development projects held by us (including our Associated Companies) are set out in the table below. Please refer to Appendix J Valuation Reports of this Prospectus for further details.
    Approximate land area (sq. ft.)

    Project name Singapore 448@East Coast

    Address of properties valued

    Capital value(1) S$000

    448 East Coast Road, Singapore 429021 91 Marshall Road, Singapore 424887 83 Duku Road, Singapore 429247 48 to 60 Lorong 32 Geylang, Singapore 398308, 398310, 398312, 398314, 398316, 398318 and 398320 100 to 230 West Coast Way, (former Hong Leong Garden Shopping Centre), Singapore 127040 to 127112 64 to 80 Hillside Drive Singapore 549014, 549016, 549018, 549020, 549021, 549022, 549023, 549024 and 549025 Land parcel 829 on Lot 6932A Mukim 25 at Mountbatten, Singapore 398008 No. 63 to 67, Lorong M Telok Kurau, Singapore 425364 to 425372 5, 5A and 5B Lorong 26 Geylang, Singapore 398480, 398504, 398505 7 to 19 Sam Leong Road, Singapore 207899 to 207910 2/A/B to 20/A/B, (Even Nos.), Cactus Road, Singapore 809578 to 809587 568 and 570, Macpherson Road, Singapore 368236 and 368237 143 and 145 Killiney Road, Singapore 239573 and 239565 51 Cairnhill Circle, Singapore 229784 61 Cairnhill Circle (Formerly known as 55 to 61), Singapore 229789

    11,754

    17,996

    91 Marshall

    13,182

    17,557

    Aura 83

    27,641

    41,325

    Lorong 32, Geylang

    13,283

    12,990

    Hong Leong Garden

    164,665

    23,289

    Hillside Drive

    21,533

    21,387

    223@Mountbatten

    126,355

    4,640

    Palacio

    31,930

    13,309

    Rezi26

    26,625

    23,866

    Sam Leong Mansion

    12,362

    6,796

    Seletar Garden

    88,801

    8,456

    Sky Green

    71,284

    24,991

    The Boutiq

    39,972

    38,300

    The Peak @ Cairnhill I

    10,527

    18,873

    The Peak @ Cairnhill II

    16,243

    29,376

    Malaysia Cyberjaya Lot Pt 12059, Mukim of Dengkil, District of Sepang, Selangor Darul Ehsan 259,251 44,731(1) (2) (5)

    - 66 -

    VALUATION
    Approximate land area (sq. ft.)

    Project name Thailand The Surawong

    Address of properties valued

    Capital value(1) S$000

    156 Surawong Road, Si Phraya (Bang Rak) Sub-District, Bangruk District, Bangkok Ratchaprarop Road, Makkasan (Phayathai) Sub-District, Dusit-Ratchathewi (Dusit) District, Bangkok Ramkhamhaeng Road, Huamark Sub-District (South Huamark) Bangkapi District, Bangkok

    10,368

    3,355(3)

    Chewathai Ratchaprarop

    38,448

    26,919(3) (5)

    Chewathai Ramkhamhaeng Vietnam Peach Garden

    65,970

    13,849(3) (5)

    Lot B2, Khang An Project, Phu Huu Ward, District 9, HCMC, Vietnam

    64,894

    2,570(4) (5)

    Total Capital Value


    Notes: (1) (2) Based on our Groups shareholding interests in the respective projects.

    394,575

    The capital value of the respective projects are converted to SGD based on the closing exchange rate of S$1 : RM2.4898 published by Bloomberg L.P. as at 30 November 2012. The capital value of the respective projects are converted to SGD based on the closing exchange rate of S$1 : THB25.1654 published by Bloomberg L.P. as at 30 November 2012. Based on the market value of land which is converted to SGD based on the closing exchange rate of S$1 : US$0.8195 published by Bloomberg L.P. as at 30 November 2012. Bloomberg L.P. has not consented to the inclusion of the above information in this Prospectus for the purposes of section 249 of the SFA and is therefore not liable for the relevant information under sections 253 and 254 of the SFA. While our Directors have taken reasonable action to ensure that the information has been accurately and correctly extracted from the sources above and reproduced in this Prospectus in its proper form and context, they have not independently verified the accuracy of the relevant information.

    (3)

    (4)

    (5)

    Subsequent to 30 November 2012, (1) Chewathai, our Associated Company, in which our Group holds 49% shareholding interest, purchased an industrial development site in Tambon Map Yang Phon, Amphur Pluak Daeng, Rayong Province, Thailand, for the construction of a factory to be leased out for rental collection purpose; TEE Industrial, a wholly-owned subsidiary of the Company, has exercised the option to purchase a property at 25 Bukit Batok Street 22, Singapore 659591 from Allied Technologies Limited; Development 16, a wholly-owned subsidiary of the Company, together with Lian Beng Group Ltd and Kim Seng Heng Realty Pte. Ltd., have been awarded a tender for redevelopment of a 4-storey office building with 2 basements at 160 Changi Road; and TEE Hospitality, a wholly-owned subsidiary of the Company, together with Artmatic Holdings Limited, had through TEE Oceania, exercised the option to acquire the Riccarton Holiday Park in Christchurch, New Zealand, for the purposes of converting it into a workers temporary accommodation.

    (2)

    (3)

    (4)

    Please refer to the section entitled General Information on our Group Our Business Our Property Development Projects of this Prospectus for further details.

    - 67 -

    SELECTED COMBINED FINANCIAL INFORMATION


    The following summary financial data for the periods and as of the dates indicated should be read in conjunction with the full text of this Prospectus, including Appendix A Independent Auditors Report on the Combined Financial Statements for the Years Ended 31 May 2012, 2011 and 2010, Appendix B Independent Auditors Report on the Combined Interim Condensed Financial Statements for the Six Months Period Ended 30 November 2012, Appendix C Independent Auditors Report on the Unaudited Proforma Group Financial Information for the Year Ended 31 May 2012 and for the Six Months Period Ended 30 November 2012 and the related notes thereto of this Prospectus. Our financial statements are prepared and presented in accordance with SFRS. For a summary of our significant accounting policies and the basis of the presentation of our financial statements, you should refer to the notes to our audited combined financial statements included elsewhere in this Prospectus. You should read the following information in conjunction with the section entitled Managements Discussion and Analysis of Results of Operations and Financial Condition and our combined financial statements and the related notes included elsewhere in this Prospectus. Our historical results for any prior or interim periods are not necessarily indicative of results to be expected for a full financial year or for any future period. Our financial statements included in this Prospectus as of and for FY2010, FY2011, FY2012 and HY2013 have been prepared as if the Restructuring Exercise had occurred as at the beginning of the earliest period presented. Accordingly, the assets, liabilities and results of the entities under common control that were transferred into our Group in connection with the Restructuring Exercise are included in our Groups combined financial statements as at the beginning of the earliest period presented. Selected combined statements of comprehensive income of our Group
    Audited FY2011 23,041 (19,410) 3,631 723 (882) (185) 982 (122) 4,147 (501) 3,646 Unaudited HY2012 2,871 (538) 2,333 929 (794) (3) 670 3,135 (443) 2,692 Audited HY2013 6,785 (5,133) 1,652 910 (1,662) (82) 15 (4) 829 (163) 666

    S$000 Revenue Cost of sales Gross profit Other operating income Administrative expenses Other operating expenses Share of results of associates Finance costs Profit before tax Income tax expense Profit for the year/period Profit attributable to: Owners of the company Non-controlling interests EPS (cents)(1)(3) Adjusted EPS (cents)(2)(3)
    Notes: (1)

    FY2010 12,192 (10,648) 1,544 196 (215) (126) 1,399 (160) 1,239

    FY2012 7,914 (4,356) 3,558 1,765 (2,566) (62) (728) 1,967 (446) 1,521

    1,239 0.37 0.28

    3,646 1.10 0.82

    1,535 (14) 0.46 0.34

    2,694 (2) 0.81 0.60

    670 (4) 0.20 0.15

    For comparative purposes, EPS for the respective year/period has been computed based on the profit attributable to owners of the Company and the pre-Invitation share capital of 331,876,000 Shares. For comparative purposes, adjusted EPS for the respective year/period has been computed based on the profit attributable to owners of the Company and the post-Invitation share capital of 446,876,000 Shares. Had the Service Agreements been in effect in FY2012, the audited profit attributable to owners of the Company, EPS and adjusted EPS for FY2012 would have been S$1.3 million, 0.40 cents and 0.29 cents respectively.

    (2)

    (3)

    - 68 -

    SELECTED COMBINED FINANCIAL INFORMATION


    Selected combined statements of financial position
    S$000 As at ASSETS Current assets Cash and bank balances Trade receivables Other receivables Current portion of loans receivable from associates Development properties Total current assets Non-current assets Investment in associates Office equipment and renovation Prepaid investment Deferred tax assets Other receivables Loans receivable from associates Total non-current assets Total assets LIABILITIES AND EQUITY Current liabilities Bank loan Trade payables Other payables Current portion of long-term bank loans Current portion of financial guarantee liability Income tax payable Total current liabilities Non-current liabilities Long-term loan Long-term bank loans Financial guarantee liability Total non-current liabilities Capital and reserves Share capital Currency translation reserve Merger reserve Capital reserve Accumulated profits Equity attributable to owners of the company Non-controlling interests Net equity Total liabilities and equity
    Note: (1) Please refer to Appendix C Independent Auditors Report on the Unaudited Proforma Group Financial Information for the Year Ended 31 May 2012 and for the Six Months Period Ended 30 November 2012 of this Prospectus for further details. The proforma adjustments are made to account for (i) changes to the capital structure of our Group as a result of the acquisition of the 6 wholly-owned subsidiaries engaging in the property development businesses pursuant to the Restructuring Exercise; (ii) the subscription of Shares by the Pre-IPO Investors of S$4.0 million pursuant to the Restructuring Exercise; and (iii) the capitalization of S$63.0 million of the shareholders loans and advances from TEE International, our Controlling Shareholder pursuant to the Restructuring Exercise.

    31 May 2010

    Audited 31 May 2011

    31 May 2012

    Unaudited Proforma(1) 31 May 2012

    Unaudited Audited Proforma(1) 30 November 30 November 2012 2012

    414 2,229 1,703 5,035 39,966 49,347

    8,874 2,406 1,293 4,080 70,690 87,343

    8,513 2,286 5,407 2,859 90,609 109,674

    12,513 2,286 5,407 2,859 90,609 113,674

    8,776 4,233 7,915 468 120,882 142,274

    12,776 4,233 7,915 468 120,882 146,274

    4,059 6,309 8,922 19,290 68,637

    6,020 748 6,309 18,626 31,703 119,046

    7,486 55 6,309 27,831 41,681 151,355

    7,486 55 6,309 27,831 41,681 155,355

    8,505 119 208 6,309 29,273 44,414 186,688

    8,505 119 208 6,309 29,273 44,414 190,688

    2,395 38,421 7,305 160 48,281

    912 59,857 569 61,338

    1,817 75,568 6,939 146 512 84,982

    1,817 12,568 6,939 146 512 21,982

    3,000 1,570 83,867 20,332 146 390 109,305

    3,000 1,570 20,867 20,332 146 390 46,305

    4,050 11,696 15,746

    4,050 42,778 46,828

    4,050 47,803 145 51,998

    4,050 47,803 145 51,998

    4,050 57,304 72 61,426

    4,050 57,304 72 61,426

    4,000 55 555 4,610 4,610 68,637

    7,000 (321) 4,201 10,880 10,880 119,046

    9,000 (355) 5,736 14,381 (6) 14,375 151,355

    82,969 (355) (6,969) 5,736 81,381 (6) 81,375 155,355

    10,000 (431) (6) 6,406 15,969 (12) 15,957 186,688

    82,969 (431) (5,969) (6) 6,406 82,969 (12) 82,957 190,688

    - 69 -

    SUMMARY OF OUR FINANCIAL INFORMATION


    The following selected financial information should be read in conjunction with the full text of this Prospectus, including Appendix A Independent Auditors Report on the Combined Financial Statements for the Years Ended 31 May 2012, 2011 and 2010, Appendix B Independent Auditors Report on the Combined Interim Condensed Financial Statements for the Six Months Period Ended 30 November 2012 and Appendix C Independent Auditors Report on the Unaudited Proforma Group Financial Information for the Year Ended 31 May 2012 and for the Six Months Period Ended 30 November 2012 of this Prospectus. COMBINED STATEMENTS OF COMPREHENSIVE INCOME(1)
    S$000 Revenue Cost of sales Gross profit Other operating income Administrative expenses Other operating expenses Share of results of associates Finance costs Profit before income tax Income tax expense Profit for the year/period Other Comprehensive Income Currency translation difference, representing other comprehensive income for the year/period Total Comprehensive Income for the year/period Profit attributable to: - Owners of the company - Non-controlling interests 1,239 1,239 Total comprehensive income attributable to: Owners of the Company Non-Controlling Interests 1,294 1,294 Pre-Invitation EPS (cents)(2) Post-Invitation EPS (cents)
    Notes: (1) Our combined statements of comprehensive income for the periods under review have been prepared on the basis that our Group had been in existence throughout the periods under review. For comparative purposes, EPS for the respective year/period has been computed based on the profit attributable to owners of the Company and the pre-Invitation share capital of 331,876,000 Shares. For comparative purposes, post-Invitation EPS for the periods under review have been computed based on the profit for the year/period attributable to owners of the Company and our post-Invitation share capital of 446,876,000 Shares.
    (3)

    FY2010 12,192 (10,648) 1,544 196 (215) (126) 1,399 (160) 1,239

    Audited FY2011 23,041 (19,410) 3,631 723 (882) (185) 982 (122) 4,147 (501) 3,646

    FY2012 7,914 (4,356) 3,558 1,765 (2,566) (62) (728) 1,967 (446) 1,521

    Unaudited HY2012 2,871 (538) 2,333 929 (794) (3) 670 3,135 (443) 2,692

    Audited HY2013 6,785 (5,133) 1,652 910 (1,662) (82) 15 (4) 829 (163) 666

    55

    (376)

    (34)

    26

    (76)

    1,294

    3,270

    1,487

    2,718

    590

    3,646 3,646

    1,535 (14) 1,521

    2,694 (2) 2,692

    670 (4) 666

    3,270 3,270 1.10 0.82

    1,501 (14) 1,487 0.46 0.34

    2,717 1 2,718 0.81 0.60

    594 (4) 590 0.20 0.15

    0.37 0.28

    (2)

    (3)

    - 70 -

    SUMMARY OF OUR FINANCIAL INFORMATION


    COMBINED STATEMENTS OF FINANCIAL POSITION OF OUR GROUP
    Audited (S$000) ASSETS Current assets Cash and bank balances Trade receivables Other receivables Current portion of loans receivable from associates Development properties Total current assets Non-current assets Investment in associates Office equipment and renovation Deferred tax assets Other receivables Loans receivable from associates Total non-current assets Total Assets LIABILITIES AND EQUITY Current liabilities Bank loan Trade payables Other payables Current portion of long-term bank loans Current portion of financial guarantee liability Income tax payable Total current liabilities Non-current liabilities Long-term loans Long-term bank loans Financial guarantee liability Total non-current liabilities Capital and reserves Share capital Currency translation reserve Capital reserve Accumulated profits Equity attributable to owners of the company Net non-controlling interests Net Equity Total liabilities and equity NAV per Share (cents)(2)
    Notes: (1) Our combined financial statements of financial position as at 31 May 2012 and 30 November 2012 have been prepared on the basis that our Group had been in existence as at these dates. For comparative purposes, our NAV per Share as at 31 May 2012 and 30 November 2012 have been computed based on the equity attributable to the owners of the Company and the pre-Invitation share capital of 331,876,000 Shares.

    Audited As at 30 November 2012

    As at 31 May 2012

    8,513 2,286 5,407 2,859 90,609 109,674

    8,776 4,233 7,915 468 120,882 142,274

    7,486 55 6,309 27,831 41,681 151,355

    8,505 119 208 6,309 29,273 44,414 186,688

    1,817 75,568 6,939 146 512 84,982

    3,000 1,570 83,867 20,332 146 390 109,305

    4,050 47,803 145 51,998

    4,050 57,304 72 61,426

    9,000 (355) 5,736 14,381 (6) 14,375 151,355 4.33

    10,000 (431) (6) 6,406 15,969 (12) 15,957 186,688 4.81

    (2)

    - 71 -

    MANAGEMENTS DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL POSITION


    The following discussion of our results of operations and financial position has been prepared by our management and should be read in conjunction with the full text of this Prospectus, including Appendix A Independent Auditors Report on the Combined Financial Statements for the Years Ended 31 May 2012, 2011 and 2010, Appendix B Independent Auditors Report on the Combined Interim Condensed Financial Statements for the Six Months Period Ended 30 November 2012 and Appendix C Independent Auditors Report on the Unaudited Proforma Group Financial Information for the Year Ended 31 May 2012 and for the Six Months Period Ended 30 November 2012 of this Prospectus. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results may differ significantly from those projected in the forward-looking statements. Factors that might cause future results to differ significantly from those projected in the forward-looking statements include, but are not limited to, those discussed below and elsewhere in this Prospectus, particularly in the section entitled Risk Factors of this Prospectus.
    OVERVIEW We are a property developer with an established track record in delivering quality and well-designed residential property developments in Singapore. Our property development projects are pre-dominantly freehold in tenure and are targeted at middle-to-high income consumers who value exclusivity in good locations. Whilst we continue to specialize in residential property developments, we are expanding into commercial and industrial property development projects. Leveraging on our experience and expertise in property development in Singapore, we have also extended our geographical reach to Malaysia, Thailand and Vietnam. While we seek to undertake more property development projects which are solely developed by our Group, we remain open to strategic partnerships and joint ventures to co-operate with like-minded partners with complementary strengths to enhance the future growth of our property development business. Revenue We derive our revenue primarily from the development and sale of residential properties. Our revenue also comprised rental income earned from the operation of the workers dormitory at Marina Bay Sands in FY2010, FY2011 and FY2012 and consultancy and service income arising from our provision of consultancy services to our associated company, Chewathai, in FY2012. Revenue from the sale of development properties in Singapore is recognized using the POC method by reference to the stage of completion of the development activity based on survey of work completed as performed by independent qualified surveyors. Revenue from the sale of development properties outside Singapore is recognized when the legal title to the property is transferred to the buyer, or when the equitable interest in the property vests in the buyer upon release of the handover notice of the respective property to the buyer, whichever is earlier(1).
    Note: (1) Accompanying Note on Application of INT FRS 115 in Singapore, which deals with the accounting treatment for revenue and associated expenses by housing developers who develop more than 4 units of private residential properties in Singapore for sale prior to completion of the properties, specifies that these developers are regulated under the Singapore Housing Developers (Control and Licensing) Act (Chapter 130) and are to use the standard form of the sale and purchase agreement (the SPA) for landed properties and strata-titled properties of the schedule to the Housing Developers Rules. As concluded in the Accompanying Note, standard residential property sales in Singapore meets the criteria set out in FRS 18.14 that would require such sales to be accounted for on a POC method where the control and the significant risks and rewards of ownership of the uncompleted property units in their current state are transferred to the purchasers as construction progresses. In accordance with the criteria set out in INT FRS 115, for the sale of overseas development properties, transfer of significant risks and rewards of ownership coincides with the time the development units are delivered to the purchasers. Revenue is recognized upon completion of construction and when legal title passes to the buyer or when equitable interest in the property vests in the buyer upon release of the handover notice to the buyer, whichever is earlier.

    - 72 -

    MANAGEMENTS DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL POSITION


    Our Groups revenue and gross profits from property development projects in FY2010, FY2011, FY2012 and HY2013 were solely derived from Singapore. There were no revenue or gross profit contribution from the property development projects in Malaysia and Vietnam in FY2010, FY2011, FY2012 and HY2013 as the relevant development property projects have not been launched as at the Latest Practicable Date. In respect of the property development business held in Thailand under the associated companies of our Group, there was no contribution to revenue and gross profits as our Group only accounts for the share of results of such associated companies. Our revenue amounted to S$12.2 million, S$23.0 million, S$7.9 million, S$2.9 million and S$6.8 million in FY2010, FY2011, FY2012, HY2012 and HY2013 respectively. Being a property development company, our revenue from the sale of development properties is projectbased and may fluctuate from year to year, depending on our ability to source for new land, market and sell the new property developments and complete the construction works on schedule. We anticipate that the following major factors may affect our revenue: (a) (b) (c) our ability to acquire new development sites at competitive prices; the state of the economy in Singapore and in the region where our properties are situated; our ability to compete against other property developers effectively in the markets that we operate, given the ease of entry by new competitors; changes in government policies which could affect (i) the demand for properties, such as restrictions on financing or the use of CPF for property purchases; or (ii) the supply of properties, such as the sale of land sites for property development; the greater macro-economy and its impact on interest rates; and the ability to develop a strong reputation of being a niche high quality property developer that places emphasis on quality.

    (d)

    (e) (f)

    Cost of Sales Our cost of sales for property development comprises mainly costs associated with the development of properties which include land costs, related stamp duties on land purchase, development charges levied by the URA and construction costs. Most of our land costs and construction costs are funded by loans from financial institutions, shareholders equity and internal funds. Other development costs include project management costs such as architectural fees, design fees and other professional fees paid to mechanical, civil, structural, electrical engineers and registered land and quantitative surveyors. Development charges are levied for changes made to the existing development plans of a specific parcel of land, such as an increase in plot ratio or a change in usage of land. The costs directly attributable to the acquisition and construction of the property development are capitalized into costs to complete for the property, which in turn would be recognized as cost of sales based on the POC method for local properties. For overseas properties, such costs will also be capitalized and recognized as cost of sales only when the legal title passes to the buyer or when the equitable interest in the property vests in the buyer upon release of the handover notice of the respective properties to the buyer, whichever is earlier.

    - 73 -

    MANAGEMENTS DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL POSITION


    External financing is usually obtained for at least 70% of the cost of the development property, of which the largest components are usually land and construction costs. This financing is then secured against the properties under development or legal mortgage over the properties under development belonging to our Group. In addition, corporate guarantees from TEE International, our ultimate holding company, are typically required to secure our Groups obligations under certain credit facilities. All external financing is usually secured and obtained prior to the acquisition of the land. Our cost of sales amounted to S$10.6 million, S$19.4 million, S$4.4 million, S$0.5 million and S$5.1 million representing 86.9%, 84.3%, 55.7%, 17.2% and 75.0% of our total revenue in FY2010, FY2011, FY2012, HY2012 and HY2013, respectively. There are certain major factors that may affect our cost of sales: (a) (b) the acquisition cost of land, which is dependent on the location of and competition for the land; the construction costs of our development properties, which may fluctuate with the prices of raw materials and construction materials such as glass, metal, stone, granite, cement, sand, pipes, electric cables, timber, wood, fixtures and fittings, light fittings and other materials. The cost of leasing construction equipment such as cranes, excavators and lifting hoists may also fluctuate over time depending on changes in market supply and demand; the costs of engaging contractors to provide construction and development services which are in compliance with our strict standards and requirements; and the condition of the general economy and fluctuations in interest rates of our borrowings.

    (c)

    (d)

    Other Operating Income Other operating income primarily includes (a) interest income earned on bank deposits and on loans granted to associated companies; (b) amortization of financial guarantee liability; and (c) foreign currency exchange adjustment gains. Our other operating income amounted to S$0.2 million, S$0.7 million, S$1.8 million, S$0.9 million and S$0.9 million in FY2010, FY2011, FY2012, HY2012 and HY2013, respectively. Administrative Expenses Administrative expenses comprise mainly (a) marketing expenses arising from marketing agents commissions, show-flat construction costs and other promotional activities related to property launches, publicity, advertising and other promotional activities; (b) employee benefit expenses which include directors remuneration and salaries of staff; and (c) corporate expenses such as office rental and professional fees. Our administrative expenses amounted to S$0.2 million, S$0.9 million, S$2.6 million, S$0.8 million and S$1.7 million in FY2010, FY2011, FY2012, HY2012 and HY2013, respectively. Other Operating Expenses Other operating expenses comprise mainly foreign currency exchange adjustment losses. Our other operating expenses amounted to S$0.2 million, S$0.1 million and S$0.1 million in FY2011, FY2012 and HY2013 respectively. We did not incur any material other operating expenses in FY2010 and HY2012.

    - 74 -

    MANAGEMENTS DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL POSITION


    Share of Results of Associates An Associate is an entity over which our Group has significant influence and that is neither a subsidiary nor an interest in a joint venture. Under the equity method, investments in associates are carried in the combined statement of financial position at cost adjusted for post-acquisition changes in the Groups share of the net assets of the associate less any impairment in the value of individual investments. Any excess of the Groups share of the net fair value of identifiable assets, liabilities and contingent liabilities over the cost of acquisition is recognized in the profit or loss. Save for FY2010 and FY2012 where we recorded a negative share of results of associates of S$0.1 million and S$0.7 million respectively, our share of results of associates amounted to S$1.0 million, S$0.7 million and S$0.02 million in FY2011, HY2012 and HY2013 respectively. Finance Costs Finance costs relate mainly to interest expense charged by banks on our borrowings, including working capital loans. Finance and borrowing costs incurred on property development loans obtained from financial institutions are capitalized as cost of development properties. The interest rates relating to finance costs capitalized in development properties during the Period Under Review ranged from 1.40% to 7.35% per annum. There were no material finance costs which were not capitalized into development properties in FY2010, FY2011, FY2012, HY2012 and HY2013. Finance costs amounting to S$1.4 million, S$1.0 million, S$1.4 million, S$0.7 million and S$0.7 million in FY2010, FY2011, FY2012, HY2012 and HY2013 respectively were capitalized as part of development properties. Income Tax Expense Our Group is subject to income tax at the applicable statutory rates in Singapore, Malaysia and Vietnam. The statutory tax rates and effective tax rate applicable to our Group in Singapore during the Period Under Review are set out as follows:
    FY2010 Prevailing statutory tax rate in Singapore (%) Effective tax rate (%) 17.0 11.4 FY2011 17.0 12.1 FY2012 17.0 22.7 HY2012 17.0 14.1 HY2013 17.0 19.7

    Our Group was principally subject to the Singapore income tax rate of 17% for FY2010, FY2011, FY2012, HY2012 and HY2013. The effective tax rates for the Group was 11.4%, 12.1%, 22.7%, 14.1% and 19.7% in FY2010, FY2011, FY2012, HY2012 and HY2013 respectively, which are based on tax expenses as a proportion of the Groups audited profit before tax. For FY2010, our Groups effective tax rate was 11.4% because of tax-exempt income and a deferred tax benefit utilized by a subsidiary. For FY2011, our Groups effective tax rate was 12.1% due to a higher share of after-tax results from associated companies(1). For FY2012, our Groups effective tax rate was 22.7%, higher than the statutory tax rate because of certain non-deductible expenses. For HY2012, our Groups effective tax rate was 14.1%, lower than the statutory tax rate because of certain tax-exempt income which was not taxable.
    Note: (1) The effective tax rate in FY2011 was lower because the profit before tax of S$4.1 million comprised S$1.0 million share of associates profits, which were already taxed at the associated company levels.

    - 75 -

    MANAGEMENTS DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL POSITION


    For HY2013, our Groups effective tax rate was 19.7%, higher than the statutory tax rate because of the reversal of S$0.04 million of tax recoverable as tax expenses as it was assessed to be non-recoverable. Our subsidiaries in Malaysia and Vietnam were not subject to income tax in their respective countries as they did not have any taxable income in FY2010, FY2011, FY2012, HY2012 and HY2013. Our income tax expense amounted to S$0.2 million, S$0.5 million, S$0.4 million, S$0.4 million and S$0.2 million in FY2010, FY2011, FY2012, HY2012 and HY2013 respectively. INFLATION Inflation did not have a material impact on our operating performance during the Period Under Review. REVIEW OF PAST OPERATING RESULTS Our operating results during the Period Under Review were mainly attributable to the following: (a) sales of our residential development properties in which the revenue is recognized. Revenue recognized in the Period Under Review is dependent on the construction schedule based on the POC method. Gross profit margins are dependent on the specific development projects selling price and cost of construction; rental income relates mainly to income earned from the operation of the workers dormitory at Marina Bay Sands. The fluctuations from FY2010 to FY2012 was due to the different occupancy rates achieved. The gross profit margins of the rental income from the workers dormitory fluctuate in accordance with the rental earned based on occupancy and the cost of managing the dormitory, which includes leases, payment to subcontractors and service providers. Our Groups operation of the workers dormitory at Marina Bay Sands was completed in September 2011. Rental is a continuing business of our Group. Please refer to the section entitled General Information on our Group Our Property Development Projects of this Prospectus for further details of our commercial and industrial property developments; and consultancy and service income relates to income derived from an associated company, being Chewathai, for the provision of consultancy services for its property development projects in Thailand. There is no other property development project to which the Group provided consultancy services during the last three financial years. The consultancy services refer to various aspects of the management of property developments such as land acquisition, marketing (including show flat advice), project management and product designs. The amount of consultancy income is determined by taking into account, inter alia, the complexity of the property development project, amount of time spent and the expected revenue from the property development project. We have not attributed any cost of sales to such consultancy and service income as these services were provided by existing staff whose costs are classified in the financial statements as administrative expenses and it is deemed not cost-efficient to apportion the time cost spent in providing these services into the cost of sales. The provision of consultancy service in relation to a property development project of the associated company was completed in December 2011. Our Group expects to recognize revenue for its consultancy service for other property development project(s), subject to certain project milestones being met. Consultancy services is a continuing business of our Group.

    (b)

    (c)

    - 76 -

    MANAGEMENTS DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL POSITION


    FY2010 FY2011 S$000 17,587 (%) 76.3 FY2012 S$000 4,414 (%) 55.8 HY2012 S$000 (%) HY2013 S$000 6,701 (%) 98.8

    Revenue
    Sales of development properties Rental income Consultancy and service income Total

    S$000 4,696

    (%) 38.5

    7,496

    61.5

    5,454

    23.7

    1,664 1,836

    21.0 23.2

    1,457 1,414

    50.7 49.3

    84

    1.2

    12,192

    100.0

    23,041

    100.0

    7,914

    100.0

    2,871

    100.0

    6,785

    100.0

    FY2010

    FY2011 S$000 1,241 (%) 34.2

    FY2012 S$000 632 (%) 17.8

    HY2012 S$000 (%)

    HY2013 S$000 1,568 (%) 94.9

    Gross Profit
    Sales of development properties Rental income Consultancy and service income Total

    S$000 267

    (%) 17.3

    1,277

    82.7

    2,390

    65.8

    1,090 1,836

    30.6 51.6

    919 1,414

    39.4 60.6

    84

    5.1

    1,544

    100.0

    3,631

    100.0

    3,558

    100.0

    2,333

    100.0

    1,652

    100.0

    FY2010

    FY2011 (%) 7.1%

    FY2012 (%) 14.3%

    HY2012 (%)

    HY2013 (%) 23.4%

    Gross Profit Margin


    Sales of development properties Rental income Consultancy and service income Overall

    (%) 5.7%

    17.0%

    43.8%

    65.5% 100%

    63.1% 100%

    100%

    12.7%

    15.8%

    45.0%

    81.3%

    24.3%

    FY2010 vs FY2011
    Revenue Revenue increased by S$10.8 million or 88.5% from S$12.2 million in FY2010 to S$23.0 million in FY2011, mainly due to the recognition of revenue of S$13.9 million from our project development project at 31 and 31A Dunsfold Drive following the final completion of the development project and subsequent sale to buyers in FY2011. This was offset by (a) a reduction in revenue contribution from Cantiz@Rambai of S$1.1 million as the majority of the revenue had been recognized in FY2010 in accordance with the POC method; and (b) a reduction in rental income of S$2.0 million from the operation of the Marina Bay Sands workers dormitory contract.

    - 77 -

    MANAGEMENTS DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL POSITION


    Cost of Sales and Gross Profit Margin Cost of sales increased by S$8.8 million or 83.0% from S$10.6 million in FY2010 to S$19.4 million in FY2011 in line with the increase in revenue. Gross profit increased by S$2.0 million or 125.0% in line with the higher revenue. Gross profit margin increased from 12.7% in FY2010 to 15.8% in FY2011 due to (a) a higher gross profit margin from our property development project at 31 and 31A Dunsfold Drive arising from better margin derived from this landed property development; and (b) a higher gross profit margin from the operation of the Marina Bay Sands workers dormitory. The workers dormitory contract at Marina Bay Sands achieved a higher gross profit margin despite lower revenue as the bulk of the leasing costs were paid to Marina Bay Sands in FY2010, which resulted in a correspondingly lower gross profit margin in FY2010. Other Operating Income Other operating income increased by S$0.5 million or 250.0% from S$0.2 million in FY2010 to S$0.7 million in FY2011, mainly due to higher interest income earned from additional loans provided to associated companies for their working capital. The amount of loans extended to associated companies increased from S$14.0 million as at 31 May 2010 to S$22.7 million as at 31 May 2011. Administrative Expenses Administrative expenses increased by S$0.7 million or 350.0% from S$0.2 million in FY2010 to S$0.9 million in FY2011, mainly due to an increase in (a) marketing expenses of S$0.4 million resulting from a S$0.2 million commission paid to marketing agents for the sales of our property development project at 31 and 31A Dunsfold Drive and S$0.2 million for advertising and promotional expenses for the launch of 448@East Coast; (b) employee benefit expenses of S$0.2 million due to increased staff numbers to support expansion of our property operations; and (c) other administrative expenses of S$0.1 million for corporate expenses and other general office expenses in line with the increased property development activities in FY2011. Other Operating Expenses Other operating expenses increased to S$0.2 million in FY2011, mainly due to the foreign currency exchange adjustment loss as a result of a loan receivable which was denominated in Thai Baht from our Associated Company in Thailand. Share of Results of Associates Share of results of associates reversed from a negative S$0.1 million in FY2010 to a positive S$1.0 million in FY2011, mainly due to the positive contribution from our Thai associated companies in relation to the sales of our development properties in Thailand. We had not commenced any operations in Vietnam then. Finance Costs There were no finance costs in FY2010 as all interest expense on bank borrowings were capitalized into development properties. In FY2011, finance costs of S$0.1 million were not capitalized into development properties and were expensed off. Profit attributable to Shareholders As a result of the above, our profit attributable to shareholders increased by S$2.4 million or 200.0% from S$1.2 million in FY2010 to S$3.6 million in FY2011.

    - 78 -

    MANAGEMENTS DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL POSITION


    FY2011 vs FY2012
    Revenue Revenue decreased by S$15.1 million or 65.7% from S$23.0 million in FY2011 to S$7.9 million in FY2012, mainly due to (a) a decrease of S$13.9 million as the revenue from the two units at 31 and 31A Dunsfold Drive had been fully recognized as all units had been sold as at 31 May 2011; (b) a decrease of S$3.7 million as the revenue from the project at Cantiz@Rambai had been fully recognized in FY2011; and (c) a decrease of S$3.7 million as only 4 months of rental income was recognized in FY2012 as a result of the completion of the Marina Bay Sands workers dormitory contract in September 2011. Such decrease was offset by (i) an increase of S$1.8 million in consultancy and service income provided to an associated company for its project development project in Thailand; and (ii) an increase of S$4.4 million in revenue due to the revenue recognized from sales of the units at 448@East Coast (based on the respective stages of completion of this property development project). Cost of Sales and Gross Profit Margin Cost of sales decreased by S$15.0 million or 77.3% from S$19.4 million in FY2011 to S$4.4 million in FY2012 in line with the decrease in revenue. Gross profit decreased marginally by S$0.1 million or 2.8% in line with the decrease in revenue. Gross profit margin increased from 15.8% in FY2011 to 45.0% in FY2012 mainly due to (a) the contribution from the provision of consultancy services which only commenced in FY2012; (b) the gross profit margin derived from the revenue recognized from the sale of the units at 448@East Coast (based on the respective stage of completion of this property development project); and (c) the higher gross profit margin from the operation of the Marina Bay Sands workers dormitory. The workers dormitory contract at Marina Bay Sands was able to achieve a higher gross profit margin in FY2012 as the bulk of the leasing costs payable to Marina Bay Sands had been settled substantially in FY2010, with a smaller remaining portion settled in FY2011. Other Operating Income Other operating income increased by S$1.1 million or 157.1% from S$0.7 million in FY2011 to S$1.8 million in FY2012, mainly due to (a) higher interest of S$0.9 million earned from additional loans provided to associated companies to carry out joint ventures for various property development projects as well as for working capital (at an interest rate of 5% per annum for Singapore associated companies and 7% per annum for Thai associated companies); and (b) amortization of financial guarantee liability (a non-cash item) of S$0.1 million (based on 1.5% per annum over 3 years). This financial guarantee was provided by TEE Development to Chewathai (based on the Groups proportionate shareholding in Chewathai) for a credit facility granted to Chewathai. Amortization of financial guarantee liability is due to the recognition of the effects of fair value of financial guarantee on initial recognition provided by the Group on behalf of associated companies to obtain bank facilities. Administrative Expenses Administrative expenses increased by S$1.7 million or 188.9% from S$0.9 million in FY2011 to S$2.6 million in FY2012, mainly due to (a) an increase in marketing expenses of S$1.1 million arising from higher show-flat construction costs of S$0.3 million, higher marketing commissions paid to marketing agents of S$0.6 million and higher advertising and promotion expenses of S$0.2 million. This increase was due to the Group launching and selling units at 448@East Coast, 91 Marshall and The Peak @ Cairnhill I; (b) higher staff costs of S$0.4 million as a result of additional staff headcount; and (c) higher corporate expenses of S$0.2 million. Other Operating Expenses Other operating expenses decreased by S$0.1 million or 50.0% from S$0.2 million in FY2011 to S$0.1 million in FY2012, mainly due to lower foreign currency exchange adjustment loss on loan receivable which was denominated in Thai Baht from our associated company in Thailand.

    - 79 -

    MANAGEMENTS DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL POSITION


    Share of Results of Associates Share of results from associates reversed from S$1.0 million in FY2011 to a negative S$0.7 million in FY2012, mainly due to (a) a lower contribution of S$1.6 million from our associated companies in Thailand as a result of lower revenue recognized from Chewathai Ratchaprarop and The Surawong as fewer units were sold in FY2012 as compared to FY2011; and (b) a decrease in contribution of S$0.1 million from our associated companies in Singapore due to continuing start-up and administrative expenses incurred in the operation of the associated companies. Although units were sold from The Boutiq and Rezi26 in FY2012, no revenue and/or profit was recognised in FY2012 as these property development projects had not commenced construction. Finance Costs There were no finance costs in FY2012 as all interest expense on bank borrowings were capitalized into development properties. Profit attributable to Shareholders As a result of the above, our profit attributable to shareholders decreased by S$2.1 million or 58.3% from S$3.6 million in FY2011 to S$1.5 million in FY2012.

    HY2012 vs HY2013
    Revenue Revenue increased by S$3.9 million or 134.5% from S$2.9 million in HY2012 to S$6.8 million in HY2013 due to higher revenue of S$6.7 million recognized from the sales of units from The Peak @ Cairnhill I and 448@East Coast (based on the respective stage of completion of these property development projects), which was offset by (a) a reduction of S$1.4 million in consultancy and service income from our associated company in Thailand due to the revenue being recognized in December 2011 for such consultancy services rendered to Chewathai Ratchaprarop (which was completed in March 2010); and (b) a reduction of S$1.4 million in rental income from the completion of the Marina Bay Sands workers dormitory contract in September 2011. Cost of Sales and Gross Profit Margin Cost of sales increased by S$4.6 million or 920.0% from S$0.5 million in HY2012 to S$5.1 million in HY2013, mainly due to the higher cost of sales of S$5.1 million in line with the progressive recognition of revenue from property development projects, namely, The Peak @ Cairnhill I and 448@East Coast (vis-vis the absence of revenue and cost of sales for development properties in HY2012), which was offset by a decrease in cost of sales of S$0.5 million attributable to the rental income from the workers dormitory at Marina Bay Sands (which contract was completed in September 2011). Gross profit decreased by S$0.7 million or 29.2% from S$2.4 million in HY2012 to S$1.7 million in HY2013. Gross profit margin decreased from 81.3% in HY2012 to 24.3% in HY2013 mainly due to (a) the absence of consultancy and service income from our associated company in Thailand, which contract was completed in March 2010 and the revenue was recognized in December 2011; and (b) the completion of the Marina Bay Sands workers dormitory contract in September 2011, which was offset by a gross profit margin of 23.4% from our property development projects, namely, The Peak @ Cairnhill I and 448@East Coast. Other Operating Income Other operating income remained relatively constant at S$0.9 million in HY2012 and HY2013. While interest income earned from loans provided to our associated companies for joint development projects remained at S$0.8 million in HY2012 and HY2013, there was an amortization of financial guarantee liability (a non-cash item) of S$0.1 million in HY2013 as a result of the financial guarantee provided by TEE Development to Chewathai (based on the Groups proportionate shareholding in Chewathai) for a credit facility granted to Chewathai, which was offset by a foreign currency exchange adjustment gain of S$0.1 million from loan receivables denominated in Thai Baht from our Associated Company in Thailand in HY2012.

    - 80 -

    MANAGEMENTS DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL POSITION


    Administrative Expenses Administrative expenses increased by S$0.9 million or 112.5% from S$0.8 million in HY2012 to S$1.7 million in HY2013, mainly due to (a) an increase in marketing expenses of S$0.6 million arising from higher show flat construction costs and higher sales commissions paid to marketing agents as a result of the launch of new property developments such as Aura 83 and 91 Marshall; (b) higher employee benefit expense of S$0.1 million for new staff headcount; and (c) higher other administrative expenses of S$0.2 million for general office and corporate expenses. Other Operating Expenses Other operating expenses increased to S$0.1 million in HY2013 as compared to HY2012, mainly due to higher foreign currency exchange adjustment loss. Share of Results of Associates Share of results of associates decreased by S$0.68 million or 97.1% from S$0.7 million in HY2012 to S$0.02 million in HY2013, mainly due to (a) lower contribution of S$0.50 million from our associated companies in Thailand recognized from Chewathai Ratchaprarop and The Surawong as fewer units were sold in HY2013 as compared to HY2012; and (b) losses of S$0.18 million from our Singapore associated companies as Palacio and two other property development projects located at Cactus Road and West Coast Way respectively, which were yet to be launched in HY2013, are still at their developmental stage with minimal profit contribution. Finance Costs There were no material finance costs in HY2012 and HY2013 as the interest expenses on bank borrowings costs directly attributable to the acquisition or construction of the property development were capitalized into development properties. Profit attributable to Shareholders As a result of the above, our profit attributable to shareholders decreased by S$2.0 million or 74.1% from S$2.7 million in HY2012 to S$0.7 million in HY2013. REVIEW OF FINANCIAL POSITION As at 31 May 2012 Current Assets Our current assets comprised (a) development properties; (b) cash and bank balances; (c) trade receivables, (d) other receivables; and (e) current portion of loans receivable from associates. As at 31 May 2012, our current assets amounted to S$109.7 million which represented 72.5% of total assets. (a) Development properties comprised our property development projects, namely, The Peak @ Cairnhill I, 448@East Coast, Aura 83, 91 Marshall and our property development project located at Selangor, Malaysia, which accounted for S$90.6 million or 82.6% of current assets. Development properties are the aggregate amount of costs incurred for the purchase of the properties for development and development costs net of progress payments received up to 31 May 2012. These development properties are secured and mortgaged to financial institutions as security for bank loans received in order to finance the property development. Our management has classified development properties as current assets because they are expected to be realized in the normal operating cycle.

    - 81 -

    MANAGEMENTS DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL POSITION


    (b) Cash and bank balances amounted to S$8.5 million or 7.7% of total current assets, of which S$5.7 million was held under the project account maintained in respect of the development projects. As the withdrawal of monies from the project accounts is regulated by the Housing Developers (Project Account) Rules, the monies in the project accounts are restricted to payments for the relevant development projects until the completion of these projects. The balance of S$2.8 million is in cash at banks and fixed deposits and is not restricted in use. There are no restrictions on the payment of the monies from the project accounts upon satisfaction of the conditions as stipulated in the Housing Developers (Project Account) Rules. Trade receivables amounted to S$2.3 million or 2.1% of total current assets, of which S$1.8 million was due from our associated company in Thailand for consultancy services provided and S$0.5 million was contract trade receivables due from our customers for property purchases. As at the Latest Practicable Date, the outstanding amount due from our associated company in Thailand has been fully repaid. Other receivables amounted to S$5.4 million or 4.9% of total current assets, of which comprised (i) S$1.9 million in interest receivables from our associated companies due to the additional loans granted to them (specifically, Unique Realty, Unique Consortium, Unique Capital, Unique Development, Residenza, Chewathai and Development 26) and the accumulation of the interest receivables over the tenure of the loans. Such interest receivables will be repaid upon the completion of the property development projects and after settlement of bank borrowings; (ii) S$1.7 million receivable from related companies of TEE International, our ultimate holding company, comprising S$1.4 million in loan receivables from a subsidiary of TEE International for working capital purposes and S$0.3 million receivables from a subsidiary of TEE International in relation to the workers dormitory at Marina Bay Sands; (iii) S$1.5 million in non-trade receivables from our joint venture partner in Vietnam in relation to the transfer of a land in Vietnam which took place in December 2012 (which amount has since been reclassified to development properties upon the transfer of the land); and (iv) S$0.3 million in prepayments for show flat expenses. On 15 May 2013, the amount due from subsidiaries of TEE International (amounting to S$1.7 million as at 31 May 2012) was settled by way of an offset against the amount owed by us to TEE International in connection with the Restructuring Exercise. (e) Current portion of loans receivable from associates amounted to S$2.9 million or 2.6% of total current assets. This pertained to amounts due from our associated companies for loans provided to them to carry out joint ventures for property development projects and working capital purposes.

    (c)

    (d)

    Non-Current Assets Our non-current assets comprised (a) loans receivable from associates; (b) other receivables; (c) investment in associates; and (d) deferred tax assets. Our non-current assets of S$41.7 million represented 27.5% of our total assets as at 31 May 2012. (a) Loans receivable from associates amounted to S$27.8 million or 66.7% of total non-current assets and are expected to be settled after the completion of the various property development projects held under them. These loans are long-term in nature, unsecured and carry a fixed interest rate of 5% for our Singapore associated companies, namely, Residenza, Unique Development, Unique Realty, Unique Consortium and Unique Capital and 7% for our Thai associated company, namely, Chewathai, and are used for working capital purposes and for financing of the property development properties. The loans will be repaid upon the completion of the property development projects and after settlement of bank borrowings. Other receivables amounted to S$6.3 million or 15.1% of total non-current assets, and represents an amount due from our joint developer which was unsecured, interest-free and to be repaid upon settlement of the final account, pursuant to the acquisition and transfer agreement with our joint developer for the transfer of our share of properties to jointly develop The Peak @ Cairnhill I and The Peak @ Cairnhill II. - 82 -

    (b)

    MANAGEMENTS DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL POSITION


    (c) Investment in associates amounted to S$7.5 million or 18.0% of total non-current assets and comprised our investments in associated companies to jointly develop various development properties. Deferred tax assets arising from unutilized tax losses amounted to S$0.1 million or 0.2% of total non-current assets.

    (d)

    Current Liabilities Our current liabilities comprised (a) trade payables; (b) other payables; (c) current portion of long-term bank loans; (d) current portion of financial guarantee liability; and (e) income tax payable. As at 31 May 2012, our current liabilities were S$85.0 million which represented 62.0% of our total liabilities. (a) Trade payables amounted to S$1.8 million or 2.1% of total current liabilities and comprised mainly contract trade payables of S$1.7 million and retention amounts of S$0.1 million. Other payables amounted to S$75.6 million and represented 88.9% of total current liabilities of which comprised (i) S$65.8 million payable to TEE International, our ultimate holding company, which was interest free, unsecured and repayable on demand(1). These loans and advances were extended to us for working capital purposes and to finance the continued expansion of our property development business; (ii) related company payables of S$1.7 million mainly due to S$1.0 million in expenses paid on our behalf and owed by our subsidiary in Malaysia for property development activities and S$0.7 million in employee benefits paid on our behalf by a subsidiary of TEE International; (iii) S$7.4 million payable to a joint developer for The Peak @ Cairnhill I and The Peak @ Cairnhill II, comprising an agreed amount of S$6.8 million as our Group recognizes the enhanced value that the joint developer brings to the joint development and the joint developers effort in facilitating the joint development and S$0.6 million which is unsecured, interest free and repayable on demand; and (iv) accrued expenses, rental and security deposits and other payables of S$0.2 million, S$0.2 million and S$0.3 million respectively. Current portion of long-term bank loans of S$6.9 million or 8.1% of total current liabilities and are due for settlement within 12 months. Current portion of financial guarantee liability amounted to S$0.1 million and pertains to the effects of fair value of corporate guarantee on initial recognition provided by the Group on behalf of our associated companies to obtain banking facilities. Income tax payable amounted to S$0.5 million.

    (b)

    (c)

    (d)

    (e)
    Note: (1)

    Our Group originally started as a business unit within TEE International, our Controlling Shareholder, to engage in real estate development business. Over the years, TEE International has injected capital to the various entities within our Group for working capital and new land bank acquisition. Our Group has obtained loans and advances from TEE International in the past as (i) the nature of the property development business is capital intensive for it involves the acquisition of land sites and construction costs; (ii) our Group normally finances approximately 30% of the property costs by equity contribution; and (iii) there is a time lag to receive the cash proceeds from the sale of our Groups property development projects.

    - 83 -

    MANAGEMENTS DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL POSITION


    Non-Current Liabilities Our non-current liabilities comprised (a) long-term bank loans; (b) long-term loan; and (c) financial guarantee liability. As at 31 May 2012, our non-current liabilities were S$52.0 million which represented 38.0% of total liabilities. (a) Long-term bank loans amounted to S$47.8 million or 91.9% of total non-current liabilities and comprised five principal bank loans obtained from financial institutions. Long-term loan amounted to S$4.1 million or 7.9% of total non-current liabilities and was an unsecured and interest-free loan to our subsidiary from a joint developer, to be repaid upon settlement of final account. Financial guarantee liability amounted to S$0.1 million and comprised the non-current portion of the effects of fair value of corporate guarantee in initial recognition provided by the Group to an associated company to obtain banking facilities.

    (b)

    (c)

    Equity Attributable to Owners of the Company As at 31 May 2012, equity attributable to owners of the Company amounted to S$14.4 million. As at 30 November 2012 Current Assets Our current assets comprised (a) development properties; (b) cash and bank balances; (c) trade receivables; (d) other receivables; and (e) current portion of loans receivable from associates. As at 30 November 2012, our current assets of S$142.3 million represented 76.2% of our total assets. (a) Development properties comprised our development projects such as The Peak @ Cairnhill I, The Peak @ Cairnhill II, 448@East Coast, Aura 83, 91 Marshall, and two other property development projects located at Hillside Drive and Selangor, Malaysia respectively, which accounted for S$120.9 million or 85.0% of current assets. Development properties are the aggregate amount of costs incurred for the purchases of the properties for development and development costs net of progress payments received up to 30 November 2012. These development properties are mortgaged to financial institutions as securities for bank loans which are used to finance our development projects. Our management has classified development properties as current assets because they are expected to be realized in the normal operating cycle. Cash and bank balances were S$8.8 million or 6.2% of total current assets, of which S$8.5 million was held under the project accounts maintained in respect of the development projects. As the withdrawal of monies from the project accounts is regulated by the Housing Developers (Project Account) Rules, the monies in the project accounts are restricted to payments for the relevant development projects until completion of these projects. The balance of S$0.3 million is in cash at banks and is not restricted in use. There are no restrictions on the payment of the monies from the project accounts upon satisfaction of the conditions as stipulated in the Housing Developers (Project Account) Rules. Trade receivables were S$4.2 million and accounted for 3.0% of total current assets, of which S$2.4 million was in contract trade receivables due from our customers for property purchases and S$1.8 million was due from our Thai associated company for consultancy services provided. As at the Latest Practicable Date, the outstanding amount due from our associated company in Thailand has been fully repaid.

    (b)

    (c)

    - 84 -

    MANAGEMENTS DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL POSITION


    (d) Other receivables were S$7.9 million and accounted for 5.6% of total current assets. Other receivables comprised (i) S$2.2 million in loan interest receivables from associates; (ii) S$2.0 million due from subsidiaries of TEE International, our ultimate holding company; (iii) S$1.0 million in prepayments for show flat expenses for two property developments, (iv) S$2.6 million in nontrade receivables from our joint venture partner in Vietnam in relation to the transfer of land in Vietnam(1) which took place in December 2012 (which amount has since been reclassified to development properties upon the transfer of the land); and (v) S$0.1 million in deposits paid to suppliers for our show flat expenditure for The Peak @ Cairnhill II. On 15 May 2013, the amount due from subsidiaries of TEE International (amounting to S$2.0 million as at 31 November 2012) was settled by way of an offset against the amount owed by us to TEE International in connection with the Restructuring Exercise. (e) Current portion of loans receivable from associates were S$0.5 million and were amounts due from an associated company for a loan provided for working capital purposes.

    Note: (1) The increase of S$1.1 million from 31 May 2012 to 30 November 2012 was due to the payment for the completion of the purchase of the land.

    Non-Current Assets Our non-current assets comprised (a) loans receivable from associates; (b) other receivables; (c) investment in associates; (d) office equipment and renovation; and (e) deferred tax assets. As at 30 November 2012, our non-current assets were S$44.4 million which represented 23.8% of total assets. (a) Loans receivable from associates amounted to S$29.3 million or 66.0% of total non-current assets. These loans are long-term in nature and are expected to be repaid upon completion of the various property development projects and after settlement of bank borrowings. Other receivables amounted to S$6.3 million or 14.2% of total non-current assets and represents an amount due from our joint developer which was unsecured, interest-free and to be repaid upon settlement of the final account, pursuant to the acquisition and transfer agreement with our joint developer for the transfer of our share of properties to jointly develop The Peak @ Cairnhill I and The Peak @ Cairnhill II. Investment in associates amounted to S$8.5 million or 19.1% of total non-current assets and represents our investments in associated companies to jointly develop various development properties. Office equipment and renovation amounted to S$0.1 million and pertained to office equipment and renovation. Deferred tax assets arising from unutilized tax losses amounted to S$0.2 million.

    (b)

    (c)

    (d)

    (e)

    - 85 -

    MANAGEMENTS DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL POSITION


    Current Liabilities Our current liabilities comprise (a) trade payables; (b) other payables; (c) current portion of long-term bank loans; (d) bank loan; (e) current portion of financial guarantee liability; and (f) income tax payable. As at 30 November 2012, our current liabilities were S$109.3 million which represented 64.0% of total liabilities. (a) Trade payables amounted to S$1.6 million or 1.5% of total current liabilities and comprised mainly contract trade payables of S$1.4 million and retention payables of S$0.2 million. Other payables amounted to S$83.9 million and represented 76.8% of total current liabilities. Other payables comprised mainly (i) S$73.4 million payable to TEE International, our ultimate holding company, for loans and advances granted to us for working capital purposes and to finance the continued expansion of our property development activities; (ii) related company payables of S$1.9 million mainly due to S$1.2 million in expenses paid on our behalf and owed by our subsidiary in Malaysia for property development activities and S$0.7 million in employee benefits and expenses paid on our behalf by a subsidiary of TEE International; (iii) an amount payable to an associated company of S$0.4 million being an over-repayment of our loan to that associated company; (iv) an amount payable to a joint developer of S$7.6 million (of which S$6.8 million is recognized by our Group as the enhanced value the joint developer brings to the joint development and the remaining amount of S$0.8 million is unsecured and interest-free); and (v) accrued expenses, rental and security deposits and other payables of S$0.2 million, S$0.2 million and S$0.2 million respectively. Current portion of long-term bank loans amounted to S$20.3 million or 18.6% of total current liabilities and are due for settlement within 12 months. Bank loan for general working capital purposes amounted to S$3.0 million or 2.7% of total current liabilities. The loan bears an interest rate of 2.3% and is unsecured and repayable in August 2013. Current portion of financial guarantee liability amounted to S$0.1 million which was the current portion of the effects of fair value of corporate guarantee on initial recognition provided by the Group on behalf of our associated company to obtain banking facilities. Income tax payable amounted to S$0.4 million.

    (b)

    (c)

    (d)

    (e)

    (f)

    Non-Current Liabilities Our non-current liabilities comprised (a) long-term bank loans; (b) long-term loan; and (c) financial guarantee liability. As at 30 November 2012, our non-current liabilities amounted to S$61.4 million which represented 36.0% of total liabilities. (a) (b) Long-term bank loans amounted to S$57.3 million or 93.3% of total non-current liabilities. Long-term loan amounted to S$4.1 million or 6.7% of total non-current liabilities and was an unsecured and interest-free loan to our subsidiary from a joint developer, to be repaid upon settlement of final account. Financial guarantee liability amounted to S$0.1 million and comprised the non-current portion of the effects of fair value of corporate guarantee in initial recognition provided by the Group to an associated company to obtain banking facilities.

    (c)

    Equity Attributable to Owners of the Company As at 30 November 2012, equity attributable to owners of the Company amounted to S$16.0 million.

    - 86 -

    MANAGEMENTS DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL POSITION


    LIQUIDITY AND CAPITAL RESOURCES Our operations have been financed through a combination of shareholders equity, cash flow from operations, loans and advances from TEE International, our Controlling Shareholder, and borrowings from financial institutions. Our funding requirements relate mainly to the acquisition of properties and development and construction costs for development properties. We manage our liquidity needs by matching outflows of cash with cash flow from our operations and unutilized bank borrowings and other credit facilities. Based on the combined interim condensed statement of financial position as at 30 November 2012, our working capital ratio being current assets divided by current liabilities was 1.30 times. Due to the nature of our business, our external gearing ratio which is the sum of indebtedness (excluding loans from our ultimate holding company), which comprises bank loans, current portion of long term bank loans, long term loan and long term bank loans divided by shareholders equity was 5.30 times. After taking into consideration the net proceeds from the Invitation, our gearing ratio will be 0.56 times. Please refer to the Capitalization and Indebtedness section of the Prospectus for further details. Based on the combined interim condensed statement of financial position as at 30 November 2012, we had cash and bank balances of S$8.8 million, of which S$8.5 million is held under the project account maintained in respect of the development projects. As the withdrawal of monies from the project accounts is regulated by the Housing Developers (Project Account) Rules, the monies in the project accounts are restricted to payments for the relevant development projects until completion of the projects. As at 30 November 2012, our available credit facilities amounted to S$120.5 million, of which S$80.6 million has been utilized and S$39.9 million was unutilized. The bank loans were used to finance our acquisition of properties for development and related construction costs. The interest rates for the bank loans ranged from 1.40% to 7.35% per annum. The tenure of our utilized credit facilities ranges from 3 months to 60 months and such interest expenses were capitalized as cost of development properties. Based on the unaudited proforma combined statement of financial position as at 30 November 2012, we had cash and bank balances of S$12.8 million (which includes the proceeds from the Pre-IPO Investors of S$4.0 million which would be utilized for general working capital purposes as well as for acquisition of new land and property). Based on the unaudited proforma combined statement of financial position as at 30 November 2012, our working capital ratio was 3.16 times and our external gearing ratio, which excluded loans from our ultimate holding company ratio, was 1.02 times. As at the Latest Practicable Date, we had cash and bank balances of S$25.2 million, of which S$21.5 million is held under the project accounts maintained in respect of our property development projects. Our available credit facilities amounted to S$122.3 million, of which S$87.0 million had been utilized and S$35.3 million was unutilized. The tenure of our utilized credit facilities ranges from 3 months to 54 months. The bank loans were used to finance our acquisition of properties for development and related development and construction costs. The interest rates for the bank loans ranged from 1.40% to 7.35% per annum. Our Directors are of the reasonable opinion that, after taking into account our banking facilities and existing cash and bank balances, the working capital available to us as at the date of this Prospectus is sufficient for our present requirements.

    - 87 -

    MANAGEMENTS DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL POSITION


    The following table sets out the summary of cash flows for FY2010, FY2011, FY2012 and HY2013: Summary of combined Statement of cash flows:
    Audited (S$000) Net cash from (used in) operating activities Net cash (used in) from investing activities Net cash (used in) from financing activities Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of the year/period Cash and cash equivalents at end of the year/period FY2010 14,325 (9,887) (4,180) 258 156 FY2011 (8,502) (9,815) 26,777 8,460 414 FY2012 (5,992) (8,341) 13,972 (361) 8,874 HY2013 (27,526) 895 26,894 263 8,513

    414

    8,874

    8,513

    8,776

    Note: (1) Cash and cash equivalents comprise bank deposits (not restricted in use) and project accounts which are bank balances held under the Housing Developers Project Account Rules (the use of which is restricted to payments for the relevant development projects until completion of the projects).

    Cash flows from our property development business are project-based, and may experience significant fluctuations depending on the progressive payments received from the purchasers. Due to the expansion of our business, we experienced negative operating cash flows in FY2011, FY2012 and HY2013. In FY2011, we had negative operating cash flows of S$8.5 million mainly due to the acquisition of land and properties for development (net of progress payments received up to 31 May 2011) amounting to S$29.7 million. In FY2012, we had negative operating cash flows of S$6.0 million as a result of acquisition of land and properties for development (net of progress payments received up to 31 May 2012) amounting to S$11.8 million. In HY2013, we had negative operating cash flows of S$27.5 million mainly due to the acquisition of land and properties for development (net of progress payments received up to 30 November 2012) amounting to S$29.5 million. The negative operating cash flows are due to the accounting treatment of capital inflows and outflows in relation to the property development projects as the consideration paid for the acquisition of land and properties were recorded as cash outflow for operating activities and the bank borrowings drawn down were classified as cash inflows for financing activities. As at the Latest Practicable Date, our Group remains in a healthy financial position and is expected to meet its short term liabilities as and when they fall due as (i) the cash flows before movements in working capital are generally positive; (ii) the audited cash and bank balances of our Group amounted to S$8.8 million as at 30 November 2012; (iii) the audited net current assets of our Group amounted to S$33.0 million; and (iv) the audited equity attributable to owners of the Company amounted to S$16.0 million as at 30 November 2012.

    - 88 -

    MANAGEMENTS DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL POSITION


    FY2010
    In FY2010, operating cash flows before movements in working capital amounted to S$1.3 million. Net cash flows from operating activities amounted to S$14.3 million due to (a) an increase in other payables of S$22.8 million mainly comprising loans and advances from our ultimate holding company to finance our property development business; (b) an increase in trade payables of S$1.0 million; and (c) a decrease of development properties of S$0.3 million, which were offset by (i) an increase in trade receivables of S$2.2 million; and (ii) an increase in other receivables of S$7.6 million, of which S$7.0 million was due from our joint developer, TG Development Pte Ltd, from The Peak @ Cairnhill I and II to be repaid upon final settlement of the final account. In addition, the Group paid interest expenses of S$1.4 million. Net cash used in investing activities was S$9.9 million due to (a) loans of S$9.7 million provided to our associated companies to finance their property projects and development (comprising The Boutiq); and (b) an investment in associated company of S$0.2 million. Net cash used in financing activities was S$4.2 million mainly due to the repayment of bank loans of S$10.3 million which was offset by (a) the drawdown of long-term bank loans of S$2.1 million; and (b) a long-term loan of S$4.0 million from our joint developer. As a result, there was a net increase of S$0.3 million in cash and cash equivalents. As at 31 May 2010, our cash and cash equivalents amounted to S$0.4 million.

    FY2011
    In FY2011, net cash flows from operating activities before movements in working capital amounted to S$2.6 million. Net cash used in operating activities amounted to S$8.5 million mainly due to (a) an increase in development properties of S$29.7 million(1) (comprising The Peak @ Cairnhill I, 448@East Coast, Aura 83 and 91 Marshall); (b) a decrease in trade payables of S$1.5 million; and (c) an increase in trade receivables of S$0.2 million, which were offset by (i) an increase in other payables of S$21.1 million(2); and (ii) a decrease in other receivables of S$0.3 million. In addition, there were interest paid of S$1.0 million and income tax paid of S$0.1 million. Net cash used in investing activities was S$9.8 million mainly due to (a) loans of S$8.7 million provided to our associated companies to finance their property projects and developments (comprising Rezi 26, The Boutiq, Sky Green and Palacio); and (b) an increase in investment in associates of S$1.2 million, which were offset by interest received of S$0.1 million. Net cash from financing activities was S$26.8 million mainly due to (a) a drawdown in long-term bank loans of S$31.4 million; and (b) proceeds on issue of new shares amounting to S$3.0 million, which were offset by a repayment of long-term bank loans of S$7.6 million. As a result, there was a net increase of S$8.5 million in cash and cash equivalents. As at 31 May 2011, our cash and cash equivalents amounted to S$8.9 million.
    Notes: (1) The development properties increased by S$29.7 million in FY2011 which resulted in a year-end balance of S$70.7 million as at 31 May 2011. As at the Latest Practicable Date, the cash received from the sale of units from the above-mentioned projects was S$40.4 million. The increase in other payables of S$21.1 million was largely due to an increase in loans and advances from TEE International. The increase in loans and advances of S$21.9 million was offset by a S$0.8 million decrease in other payables, thus resulting in a cash inflow of S$21.1 million. Such loans and advances were needed to finance the Companys development property projects and for working capital purposes.

    (2)

    - 89 -

    MANAGEMENTS DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL POSITION


    FY2012
    In FY2012, operating cash flows before movements in working capital amounted to S$1.0 million. Net cash used in operations was S$6.0 million mainly due to (a) an increase in development properties of S$11.8 million because of an increase of approximately S$14.0 million from The Peak @ Cairnhill I, 448@East Coast, Aura 83, 91 Marshall and one other property development project located at Selangor, Malaysia, consequent to (i) an increase of approximately S$1.4 million due to the exercise of option to purchase land on which the properties are based for our property development project located at Selangor, Malaysia; and (ii) an increase of approximately S$12.6 million consequent to the legal completion of the acquisition of land for the remaining property development projects, such increase of which was in turn offset against a decrease of approximately S$2.2 million from 448@East Coast consequent to the recognition of costs of sales in accordance with the construction schedule and based on the POC method; and (b) an increase in other receivables of S$2.3 million, which were offset by (i) an increase in trade payables of S$0.9 million; (ii) an increase in other payables of S$8.1 million due to the increase in loans and advances from TEE International, which were used to fund the acquisition of properties and construction costs for development properties; and (iii) a decrease in trade receivables of S$0.1 million. In addition, there were S$1.4 million in interest paid and S$0.6 million in income tax paid. Net cash used in investing activities was S$8.3 million mainly due to (a) loans of S$8.0 million granted to our associated companies to finance their property development projects; (b) an increase of S$0.8 million in investment in associates which were offset by interest income received from associates of S$0.5 million. Net cash from financing activities of S$13.9 million was due to S$2.0 million from the proceeds on issue of Shares and S$11.9 million net drawdown of bank loans. As a result, there was a net decrease in cash and cash equivalents of S$0.4 million. As at 31 May 2012, our cash and cash equivalents amounted to S$8.5 million.

    HY2013
    In HY2013, operating cash flows before movements in working capital amounted to a negative S$0.1 million. Net cash used in operations amounted to S$27.5 million mainly due to (a) an increase of S$29.5 million in development properties because of an increase of approximately S$32.7 million from The Peak @ Cairnhill I and two other property development projects located at Hillside Drive and Selangor, Malaysia respectively, consequent to the legal completion of the acquisition of land on which the properties are based and capitalization of the development costs, such increase of which was in turn offset against (i) the decrease of approximately S$1.5 million from 448@East Coast arising from the recognition of the cost of sales in accordance with the construction schedule and based on percentage of completion, and (ii) the decrease of approximately S$1.6 million arising from our property development projects, namely, Aura 83 and 91 Marshall; (b) an increase of S$1.9 million in trade receivables due to the increase in contract trade receivables as a result of billings to customers of The Peak @ Cairnhill I and 448@East Coast; (c) an increase of S$2.2 million in other receivables due largely to a S$1.0 million increase in nontrade receivables pending transfer of land to development property for Vietnam, a S$0.7 million increase in marketing costs prepayments for our property development projects, and a S$0.5 million increase in interest from associates and related companies; and (d) a decrease of S$0.2 million in trade payables, which were offset by an increase of S$7.7 million in other payables consequent to an increase of S$7.6 million in loans and advances from TEE International for our Groups development property activities and investments in associated companies for purposes of undertaking various joint development property projects. In addition, there were also interest paid of S$0.8 million and income tax paid of S$0.4 million. Net cash from investing activities was S$0.9 million mainly due to (a) a decrease in loans receivable from associates of S$0.9 million; and (b) interest received of S$0.5 million, which were offset by (i) an increase in investment in associates of S$0.4 million; and (ii) an increase in office equipment and renovation of S$0.1 million.

    - 90 -

    MANAGEMENTS DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL POSITION


    Net cash from financing activities was S$26.9 million due to (a) a drawdown of long-term bank loans of S$22.9 million; (b) a drawdown of bank loan of S$3.0 million; and (c) proceeds from issue of shares of S$1.0 million. As a result, there was a net increase in cash and cash equivalents of S$0.3 million. As at 30 November 2012, our cash and cash equivalents amounted to S$8.8 million. CAPITAL EXPENDITURES, DIVESTMENTS, COMMITMENTS AND CONTINGENT LIABILITIES Capital Expenditures and Divestments Our capital expenditures (based on net book values) during the Period Under Review and for the period from 1 December 2012 to the Latest Practicable Date are as follows:
    1 December 2012 to Latest Practicable Date

    (S$000)

    FY2010

    FY2011

    FY2012

    HY2013

    Capital expenditures
    Office equipment Computer Renovation Total capital expenditure 25 9 85 119 24 8 83 115

    The above capital expenditures were financed by internal sources. There were no divestments made by us during the Period Under Review and for the period from 1 December 2012 to the Latest Practicable Date. Capital Commitments As at the Last Practicable Date, we do not have any material capital commitments. Contingent Liabilities As at the Latest Practicable Date, we do not have any material contingent liabilities. FOREIGN EXCHANGE MANAGEMENT Accounting Treatment of Foreign Currencies The functional currency of companies in our Group is SGD as it reflects the primary economic environment in which the entity operates. Transactions in foreign currencies are recorded in the relevant functional currency at the rates ruling at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies are translated at the rate of exchange ruling at the end of reporting period. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates as at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined. Exchange differences arising on settlement of monetary items or on translating monetary items at the end of the reporting period are recognized as profit or loss. Foreign Exchange Exposure We have not been significantly exposed to foreign exchange fluctuations as our revenue and expenses are mainly denominated in SGD. Our foreign currency exchange adjustment gains and losses for the FY2010, FY2011, FY2012 and HY2013 have not been significant.

    - 91 -

    MANAGEMENTS DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL POSITION


    Currently, we do not have a formal hedging policy as our management believes that it is more efficient for us to assess each transaction on a case-by-case basis. We will continue to monitor our foreign exchange exposure in future and will consider hedging any material foreign exchange exposure should the need arise. We will, prior to entering into any hedge transactions, seek the approval of our Board on the policy for entering into any foreign exchange hedging transactions and put in place procedures which must be reviewed and approved by our Audit Committee. Our Audit Committee will monitor the implementation of the policy, including reviewing the instruments, processes and practices in accordance with the policy approved by the Board. CHANGES IN ACCOUNTING POLICIES/SIGNIFICANT CHANGES OF SUBSEQUENT EVENTS AFTER REPORTING PERIOD There have not been any changes in our accounting policies for the last 3 financial years ended 31 May 2012 and for the six months period ended 30 November 2012. Please refer to Appendix A Independent Auditors Report on the Combined Financial Statements for the Years Ended 31 May 2012, 2011 and 2010, and Appendix B Independent Auditors Report on the Combined Interim Condensed Financial Statements for the Six Months Period Ended 30 November 2012 of this Prospectus for details on our Groups accounting policies. UNAUDITED PROFORMA COMBINED FINANCIAL STATEMENTS FOR FY2012 AND HY2013 The proforma combined statement of financial position as at 31 May 2012 and 30 November 2012 took into account the following: (a) an increase in share capital of S$63.0 million from the issuance of shares to TEE International as a result of capitalising intercompany loans of S$63.0 million owed to our ultimate holding company, TEE International; and an increase in share capital of S$4.0 million from the issuance of shares to the Pre-IPO Investors for S$4.0 million of cash consideration.

    (b)

    These constitute the major differences between the audited combined statement of financial position and the unaudited proforma combined statement of financial position as at 31 May 2012 and 30 November 2012. The proforma combined statement of cash flows as at 31 May 2012 and 30 November 2012 took into account the increase in cash and cash equivalents of S$4.0 million from the issuance of shares to the Pre-IPO Investors for S$4.0 million of cash consideration. This constitutes the major difference between the audited combined statement of cash flows and the unaudited proforma combined statement of cash flows as at 31 May 2012 and 30 November 2012. Operating Lease Commitments As at the Latest Practicable Date, we had non-cancellable operating lease commitments as follows:
    S$000 Not later than one year Later than one year but not later than 5 years 25 28

    Our operating lease commitments comprise rent payable by us for the leases of our corporate offices under non-cancellable operating lease payment agreements. We intend to finance the above operating lease commitments through internal resources.

    - 92 -

    GENERAL INFORMATION ON OUR GROUP


    Our History and Development The history of our Group can be traced back to TEE International, our Controlling Shareholder, which was established in Singapore during the 1980s as a general electrical contractor. It has since expanded its commercial interests to include engineering, estate and facilities management as well as property development. TEE International was listed on the Stock Exchange of Singapore Dealing and Automated Quotation System (SESDAQ) on 22 March 2001 and transferred its listing to the Main Board of the SGX-ST in 2008. Over the years, TEE International has established a strong track record in delivering quality and value-added services by providing integrated solutions to their customers. Through its engineering division, TEE International provides specialized engineering services mainly in infrastructure, construction and rebuilding, redevelopment and system integration. Furthermore, it is also involved in projects related to wastewater treatment as in the case of its involvement in the Bertam DAF Phase 2 Water Treatment Plant in Malaysia, and the aviation sector such as the design, build and lease of a new aerospace facility for NORDAM Group, as well as electrical, mechanical and rebuilding works for the Singapore Changi Airport. Leveraging on its engineering division, TEE International expanded into the property development business in 2006 by elevating property investment and development to a core business interest, which strengthened its ability to pursue new business opportunities in 2007. Subsequent to the expansion into the property development business, TEE International set up its first wholly-owned subsidiary in the property development division, TEE Development, in March 2007 so as to carry out property investment and development projects in Singapore. In 2008, TEE International expanded into estate and facilities management through which it manages facilities in both Singapore and Thailand, which includes designing, building and managing the workers dormitory at Marina Bay Sands, Singapore and managing the Rom Klao Estate in Thailand. On 18 December 2012, TEE Land Private Limited was incorporated in Singapore as a private limited liability company and a wholly-owned subsidiary of TEE International. On 23 May 2013, our Company converted to a public company limited by shares and changed its name to TEE Land Limited. Prior to the lodgement of this Prospectus with the Authority, we undertook the transactions described below as part of a corporate reorganization implemented in preparation for the Invitation (the Restructuring Exercise). Details of our Restructuring Exercise are set out in the section entitled General Information on Our Group Restructuring Exercise of this Prospectus. Please refer to the section entitled General Information on Our Group Our Corporate Structure of this Prospectus for the corporate structure of our Group following the completion of the Restructuring Exercise. Key milestones of our Groups corporate history are set out as follows:

    2007
    In June, we acquired a parcel of land at 21 Rambai Road for the purpose of developing a 5-storey residential apartment with swimming facilities and consisting of 12 units in District 15. The development was fully sold by November 2010. In November, we launched our first residential property development project in Singapore, the Thomson Duplex, at 323B Thomson Road, consisting of 6 duplexes. These duplexes were fully sold by October 2010.

    2008
    In March, we established Chewathai which is a joint venture with the Panichewa family. The Panichewa family has business interests in non-life insurance, industrial estates, toll ways, property and car rental, amongst others. Chewathai has since developed two high-rise condominiums and one mid-rise condominium in Bangkok, Thailand.

    - 93 -

    GENERAL INFORMATION ON OUR GROUP


    In September, we entered into a joint venture with United Motor Works (Siam) Public Company Limited, an associate of Hup Soon Global Corporation Limited, to develop a 8-storey, 52 units residential condominium located at the Surawong Road, Bangkok, Thailand. We also launched our second residential property development project in Thailand, Chewathai Ratchaprarop, which is a lifestyle condominium located in Ratchathewi district of Bangkok. It is a 26storey condominium tower containing 325 units, and was undertaken by Chewathai. In the same year, we entered into joint ventures with KSH Holdings Limited and Heeton Holdings Limited to further expand into larger-scale property development projects such as The Boutiq. In November, we established our presence in Malaysia through the establishment of TEE Resources. TEE Resources acquired 5.95 hectares of freehold land in District of Sepang, Selangor, Malaysia in October 2012 for the purposes of commercial development.

    2010
    In November, we established our presence in Vietnam through a joint venture with Khang Viet Real Estate Investment Joint Stock Company, an established property developer in Ho Chi Minh City, Vietnam, to jointly develop the 6,028 sq. m. piece of land for residential purposes in District 9, Ho Chi Minh City, Vietnam. In March, we entered into a joint development with TG Development to develop The Peak @ Cairnhill I and The Peak @ Cairnhill II. The Peak @ Cairnhill I is a 15-storey development with 52 units while The Peak @ Cairnhill II is an 18-storey development with 60 units. In April, we acquired a 6,312 sq. m. plot of land at Ramkhamhaeng Road in Bangkok, Thailand, for development into a 33-storey high-rise condominium with 535 units of one-bedroom, two-bedroom and studio residential units for the middle-income population who live and work close to the city centre of Bangkok, Thailand. In September, we acquired 11,755 sq. ft. of freehold land, located at District 15, for development of 448@East Coast, comprising 28 units of apartment with swimming pool and gym facilities. In December, we entered into a joint venture project with Kim Seng Heng Realty Pte. Ltd. and Heeton Homes Pte. Ltd. and acquired a plot of land at 5 Lorong 26, Geylang for the purpose of developing Rezi26, comprising 2 blocks of 7-storey and 8-storey residential development with 106 units with an attic, a basement carpark and communal facilities. Rezi26 was fully sold by May 2012. In the same year, our property development project in Singapore which consisted a pair of detached dwelling houses each with an attic and basement, at 31 and 31A Dunsfold Drive, were fully sold after obtaining TOP.

    2011
    In March, we entered into a conditional joint venture agreement with Kim Seng Heng Realty Pte Ltd and Heeton Venture (China) Pte. Ltd to incorporate KSH (China) Venture Pte. Ltd., a company incorporated in Singapore, for the purpose of property development in China. We also formed a consortium with Heeton Holdings Limited and KSH Holdings Limited which, together with ZAP Piling Pte. Ltd., acquired Camay Court at Lorong M, Telok Kurau Road, after the successful tender for the site occupied by MacPherson Green. In May, we acquired the 18,453 sq. ft. freehold land at 91 Marshall Road, for the development into a 5storey residential apartment which consists of 30 units with swimming pool and gym facilities.

    - 94 -

    GENERAL INFORMATION ON OUR GROUP


    We acquired the property at 83 Duku Road from December 2010 to June 2011 for the purpose of redevelopment of a project, currently known as Aura 83 and comprising 2 blocks of 5-storey freehold residential apartment with 51 units. It is the fourth property development project which we solely developed in District 15 within four years. In November, we also entered into a joint venture agreement with Oxley Viva Pte. Ltd., Oxley Holdings Limited, and Goldprime Investment Pte. Ltd. through our Associated Company, Unique Consortium. This joint venture was formed with the objective of redeveloping the property known as Hong Leong Garden Shopping Centre at West Coast Way.

    2012
    In March, we entered into a joint venture agreement with Oxley YCK Pte. Ltd., Oxley Holdings Limited and Goldprime Investment Pte. Ltd., pursuant to which Oxley YCK shall carry on the business of redeveloping the development known as Seletar Garden at 2A/B to 20A/B, Cactus Road. In the same month, we entered into a joint venture agreement with Kim Seng Heng Realty Pte. Ltd. and Heeton Homes Pte. Ltd. to acquire 7 freehold property units, specifically, 48-60 Lorong 32, Geylang for redevelopment into a 8-storey residential apartment with facilities. In August, we entered into a joint venture with Kim Seng Heng Realty Pte. Ltd., Heeton Homes Pte. Ltd., Futuris Holdings Pte. Ltd. and ZAP Pilling Pte. Ltd. for the redevelopment of Sam Leong Mansion site in Singapore. The 12,362 sq. ft. freehold commercial land located at Sam Leong Road was acquired for the purpose of commercial development. In the same month, we acquired Hillside Gardens for the purposes of redeveloping the 21,533 sq. ft. plot of land into landed cluster housing with facilities. Notably, we have also successfully sold all our property development projects, namely, 91 Marshall Road, 448@East Coast and Rezi26 prior to TOP, of which 91 Marshall and 448@East Coast were solely developed by us.

    2013
    In January, we acquired a plot of 450,922 sq. ft. freehold land at Tambon Map Yang Phon, Amphur Pluak Daeng, Rayong Province, Thailand through our Associated Company, Chewathai for the development of a factory for leasing purposes. Restructuring Exercise Prior to the Invitation, we undertook the following Restructuring Exercise to streamline and rationalize our Group structure. Following the Listing, TEE International, our Controlling Shareholder, intends to focus on its engineering business and our Group intends to focus on our property development business. Accordingly, our Group will have a standalone business where the assets and operations are separate and distinct from those of TEE International. Our Group will be managing its projects and property development business independently of TEE International and the management of our Group and TEE International will be separate and distinct. The Restructuring Exercise, completed prior to the lodgement of this Prospectus with the Authority, entailed the following: 1. Incorporation of our Company On 18 December 2012, our Company was incorporated in Singapore as a real estate developer and investment holding company with an issued and paid-up share capital of S$1.00 comprising Share issued and allotted to TEE International, our Controlling Shareholder. 2. Acquisition of property development businesses from TEE International As part of the Restructuring Exercise, our Company entered into the Restructuring Agreement dated 22 February 2013 with TEE International to acquire the property development businesses of TEE International, our Controlling Shareholder. - 95 -

    GENERAL INFORMATION ON OUR GROUP


    Accordingly, our Company acquired the entire issued and paid-up share capital in each of TEE Realty, TEE Property, TEE Development, Development 83, TEE Homes and Development 72 (collectively, the Sale Companies) from TEE International at a purchase consideration of S$15,968,999 (the Purchase Consideration) based on the audited net asset value of the Sale Companies as at 30 November 2012. Pursuant to the Restructuring Agreement, we acquired each of the Sale Companies as our Subsidiaries and the assets and liabilities of each of these Subsidiaries would form part of our Group. The Purchase Consideration was satisfied by way of the allotment and issuance of 15,968,999 Shares credited as fully paid up to TEE International. In line with the objective of the Restructuring Exercise to consolidate only the property development businesses into our Group, Chewathai transferred its entire equity interests in Global Environmental Technology Co., Ltd., which is engaged in the wastewater treatment business, in the following proportion: (i) 49% of such equity interests to TEE Resources Pte. Ltd. (a wholly-owned subsidiary of TEE International); and (ii) 51% of such equity interests to Chartchewa Co. Ltd.(1). As the transfer of Global Environmental Technology Co., Ltd. was not part of the Restructuring Exercise, it did not form part of the Purchase Consideration.
    Note: (1) The equity interests in Chewathai are 49% held by TEE Development and 51% held by Chartchewa Co. Ltd.. Prior to the Restructuring Exercise, TEE Development was a wholly-owned subsidiary of TEE International, and therefore, TEE International and Chartchewa Co. Ltd. respectively held 49% and 51% of the effective equity interests in Global Environmental Technology Co., Ltd.. Pursuant to the Restructuring Exercise, TEE Development was acquired by our Company and accordingly, the 49% and 51% equity interests in Global Environmental Technology Co., Ltd. was transferred back to TEE International (which in turn nominated its wholly-owned subsidiary, TEE Resources Pte. Ltd. to hold such equity interests) and Chartchewa Co. Ltd., respectively.

    3.

    Subscription of Shares by Pre-IPO Investors Pursuant to the Subscription Agreement, the Pre-IPO Investors collectively subscribed for 4,000,000 Shares in our Company for an aggregate consideration of S$4,000,000. The proceeds from the Pre-IPO Investors are for general working capital purposes and/or to acquire new land. The Shares were issued to the Pre-IPO Investors in the following proportion:
    Number of Shares subscribed 2,000,000 1,500,000 500,000 Consideration (S$) 2,000,000 1,500,000 500,000

    Pre-IPO Investor Mr. Koh Wee Meng Mr. Tommie Goh Thiam Poh Mr. Jeremy Lee Sheng Poh

    4.

    Capitalization of the Shareholders Loan As at the Latest Practicable Date, the Sale Companies had outstanding shareholders loans and advances amounting to an aggregate amount of S$77.8 million (the Shareholders Loan). As part of the Restructuring Exercise, TEE International, our Controlling Shareholder, agreed to offset an aggregate outstanding amount of S$2.0 million owed by it to our Company against the Shareholders Loan and to capitalize S$63 million of the Shareholders Loan into new Shares of the Company. On 13 May 2013, TEE International, our Controlling Shareholder, capitalized S$63,000,000 of the Shareholders Loan, and 63,000,000 new Shares were issued to TEE International. The remaining Shareholders Loan (amounting to S$12.8 million as at the Latest Practicable Date as adjusted for the offsetting of the S$2.0 million) will be repaid in full using part of the net proceeds from the Invitation.

    5.

    Sub-division of Shares On 13 May 2013, the sub-division of 82,969,000 Shares in the issued and paid-up share capital of our Company into 331,876,000 Shares was completed.

    - 96 -

    GENERAL INFORMATION ON OUR GROUP


    Our Corporate Structure Our corporate structure as at the Latest Practicable Date is as follows:

    TEE Land Limited

    100%

    100%

    100%

    100%

    100%

    100%

    100%

    100%

    100%

    TEE Realty Pte. Ltd.

    Development 83 Pte. Ltd.

    TEE Property Pte. Ltd.

    TEE Homes Pte. Ltd.

    TEE Development Pte. Ltd.

    Development 72 Pte Ltd.

    TEE Hospitality Pte. Ltd.

    TEE Industrial Pte. Ltd.

    Development 16 Pte. Ltd.

    30%

    20% 20% Unique Development Pte. Ltd. 65% Residenza Pte. Ltd. 100% 20% Unique Realty Pte. Ltd.

    45% KSH (China) Venture Pte. Ltd.

    Development 26 Pte. Ltd.

    100% TEE Oceania Pte Limited

    Wealth Development Pte. Ltd.

    32%

    Viet-TEE Company Limited

    49% Chewathai Ltd

    TEE Resources Sdn Bhd

    50% Chewathai Hup Soon Ltd

    20%

    Unique Consortium Pte. Ltd.

    20%

    Unique Capital Pte. Ltd.

    45%

    Development 32 Pte. Ltd.

    35%

    Unique Commercial Pte. Ltd.

    20%

    Unique Wellness Pte. Ltd

    - 97 -

    GENERAL INFORMATION ON OUR GROUP


    Our Subsidiaries and Associated Companies The details of our Subsidiaries and Associated Companies, as at the Latest Practicable Date, are as follows:
    Date and country of incorporation 14 March 2007, Singapore 27 September 2007, Singapore 15 October 2010, Singapore 15 October 2010, Singapore 10 May 2011, Singapore 8 August 2012, Singapore 19 July 2010, Singapore 3 January 2008, Singapore 22 September 2010, Singapore 27 July 2010, Singapore 19 September 2011, Singapore 22 November 2011, Singapore 13 April 2012, Singapore 20 January 2011, Singapore 9 November 2012, Singapore 28 December 2010, Singapore 15 August 2012, Singapore Principal place of business Singapore Effective interest held by our Group 100%

    Name TEE Development

    Principal business activities Real estate development

    TEE Realty

    Singapore

    Real estate development

    100%

    TEE Property

    Singapore

    Real estate development and investment holding Real estate development

    100%

    Development 83

    Singapore

    100%

    TEE Homes

    Singapore

    Real estate development

    100%

    Development 72

    Singapore

    Real estate development

    100%

    Development 26

    Singapore

    Real estate development

    45%(1)

    Unique Development

    Singapore

    Real estate development

    20%(2)

    Residenza

    Singapore

    Real estate development

    32%(3)

    Unique Realty

    Singapore

    Real estate development

    20%(4)

    Unique Consortium

    Singapore

    Real estate development

    20%(5)

    Unique Capital

    Singapore

    Real estate development

    20%(6)

    Development 32

    Singapore

    Real estate development

    45%(7)

    Unique Commercial

    Singapore

    Real estate development

    35%(8)

    Unique Wellness

    Singapore

    Real estate development

    20%(9)

    KSH (China) Venture

    Singapore

    Real estate development

    20%(10)

    TEE Hospitality

    Singapore

    Real estate development

    100%

    - 98 -

    GENERAL INFORMATION ON OUR GROUP


    Date and country of incorporation 18 March 2013, Singapore 22 March 2013, Singapore 13 March 2008, Thailand 12 August 2008, Thailand 6 February 2013, Singapore 14 October 2011, Vietnam 28 November 2008, Malaysia 7 May 2013, New Zealand Principal place of business Singapore Effective interest held by our Group 100%

    Name TEE Industrial

    Principal business activities Real estate development

    Development 16

    Singapore

    Real estate development

    100%

    Chewathai

    Thailand

    Real estate development and investment holding Real estate development

    49%(11)

    Chewathai Hup Soon

    Thailand

    24.5%(12)

    Wealth Development

    Singapore

    Real estate development

    30%(13)

    Viet-TEE

    Vietnam

    Real estate development

    65%(14)

    TEE Resources

    Malaysia

    Real estate development and investment holding Investment holding

    100%

    TEE Oceania

    New Zealand

    100%

    Notes: (1) Kim Seng Heng Realty Pte Ltd and Heeton Homes Pte Ltd hold the remaining 45% and 10%, respectively. Property development projects undertaken by Development 26 are led by Kim Seng Heng Realty Pte Ltd. Heeton Homes Pte Ltd and Kim Seng Heng Realty Pte Ltd hold the remaining 45% and 35%, respectively. Property development projects undertaken by Unique Development are led by Heeton Homes Pte Ltd. Heeton Homes Pte Ltd and Kim Seng Heng Realty Pte Ltd hold the remaining 36% and 32%, respectively. Property development projects undertaken by Residenza are led by the Group. Heeton Homes Pte Ltd, Kim Seng Heng Realty Pte Ltd and Zap Piling Pte Ltd hold the remaining 40%, 25% and 15%, respectively. Property development projects undertaken by Unique Realty are led by Heeton Homes Pte Ltd. Kim Seng Heng Realty Pte Ltd, Heeton Homes Pte Ltd and Zap Piling Pte Ltd hold the remaining 35%, 35% and 10%, respectively. Property development projects undertaken by Unique Consortium are led by Unique Consortiums joint venture partner, Oxley Holdings Limited. Heeton Homes Pte Ltd, Kim Seng Heng Realty Pte Ltd, and Zap Piling Pte Ltd hold the remaining 40%, 25% and 15%, respectively. Property development projects undertaken by Unique Capital are led by Heeton Homes Pte Ltd. Kim Seng Heng Realty Pte Ltd and Heeton Homes Pte Ltd hold the remaining 45% and 10%, respectively. Property development projects undertaken by Development 32 are led by Kim Seng Heng Realty Pte Ltd. Kim Seng Heng Realty Pte Ltd, Heeton Homes Pte Ltd, Futuris Holding Pte Ltd and Zap Piling Pte Ltd hold the remaining 35%, 15%, 10% and 5%, respectively. Property development projects undertaken by Unique Commercial are led by the Group. Kim Seng Heng Realty Pte Ltd, Heeton Homes Pte Ltd, Futuris Capital Pte Ltd and Zap Piling Pte Ltd hold the remaining 20%, 20%, 20% and 20%, respectively. There are currently no property development projects undertaken by Unique Wellness. Kim Seng Heng Realty Pte Ltd, Heeton Venture (China) Pte Ltd and Zap Piling Pte Ltd hold the remaining 50%, 20% and 10%, respectively. Property development projects undertaken by KSH (China) Venture are led by Kim Seng Heng Realty Pte Ltd. Chartchewa Co. Ltd holds the remaining 51%. Chartchewa Co. Ltd and United Motor Works (Siam) Public Company Limited hold the remaining effective interest of 25.5% and 50%, respectively. The Group runs the day-to-day management of Chewathai Hup Soon.

    (2)

    (3)

    (4)

    (5)

    (6)

    (7)

    (8)

    (9)

    (10)

    (11) (12)

    - 99 -

    GENERAL INFORMATION ON OUR GROUP


    (13) Lian Beng Group Ltd and Kim Seng Heng Realty Pte Ltd hold the remaining 40% and 30%, respectively. Property development projects undertaken by Wealth Development Pte Ltd are led by Lian Beng Group Ltd. Khang Viet Real Estate Investment Joint Stock Company holds the remaining 35%. Property development projects undertaken by Viet-TEE are led by the Group.

    (14)

    None of our Subsidiaries or Associated Companies is listed on any stock exchange. None of our Independent Directors sits on the board of the Companys principal subsidiaries based in jurisdictions outside Singapore. Our Business

    Business Overview
    We are a property developer with an established track record in delivering quality and well-designed residential property developments in Singapore. Our property development projects are pre-dominantly freehold in tenure and are targeted at middle-to-high income consumers who value exclusivity in good locations. Whilst we continue to specialize in residential property developments, we are expanding into commercial and industrial property development projects. Leveraging on our experience and expertise in property development in Singapore, we have also extended our geographical reach to Malaysia, Thailand and Vietnam. While we seek to undertake more property development projects which are solely developed by our Group, we remain open to strategic partnerships and joint ventures to co-operate with like-minded partners with complementary strengths to enhance the future growth of our property development business. Please refer to the section entitled General Information on Our Group Our Business Our Property Development Projects for further details about our property development projects as at the Latest Practicable Date.

    Property Development Process


    The key stages of our property development process are as follows: (a) Assessment of viability and profitability of the proposed property development project Upon the identification of a potential site for development, either through a private offer or a government land sales program, a preliminary study is performed. The preliminary study involves a detailed market research as well as a feasibility study to evaluate the viability, profitability and risks of the proposed project. Relevant factors taken into consideration include the purchase price of the site, availability of financing, restrictions or requirements imposed by the relevant authorities in respect of the land site, population density, traffic flows, competition from neighbouring development as well as the profile and requirements of our target buyers. The aforementioned factors, which are specific to the identified land site, will be reviewed together with other considerations which may be more broad-based. Such broad-based considerations that may also have an impact on the property development project include the economic outlook, business environment and public sentiment of the property market. (b) Acquisition of land site In determining our bidding price for the land site, our project development team will carry out detailed studies to estimate the project costs and selling price for the completed property development project in order to calculate the profitability of the property development project. Such detailed studies will help to preclude the possibility of us acquiring or making a bid for the land site at a price which may be unrecoverable or may result in the project being unprofitable.

    - 100 -

    GENERAL INFORMATION ON OUR GROUP


    Besides the internal evaluation, external feasibility studies are also conducted by a professional architect and cost consultant engaged by our Group. With study reports, the architect assists us in ascertaining the maximum realizable potential of the land site and the cost consultant provides us with realistic construction cost estimates. If the results of both our internal and external evaluations are favourable, we will then seek approval from our Executive Director and CEO, and subsequently, from our Directors to proceed with the land acquisition or submission of a suitable bid for the same, as the case may be. (c) Possible joint ventures or strategic alliances with other property developer(s) Following the favourable assessment of a proposed property development project, we will consider whether to enter into joint ventures and/or partnerships with other property developer(s) that would give us the advantage to leverage on our partners experience and established working relations in that jurisdiction. Depending on the regulations as required by the foreign jurisdictions, we will enter into joint ventures with property developers in that jurisdiction. For joint venture projects, there will be a project lead developer who will usually have the largest shareholding in the joint venture or has more experience in that particular project development. The project lead developer is responsible for the overall project development which includes making periodic capital calls, arranging for financing, inviting and awarding tenders to suppliers. The project lead developer will nonetheless consult the other joint venture partners on all major decisions. For some of our joint venture developments where we are not the project lead developer (which is responsible for the overall management and progress of the property development project), we can tap on the project lead developers resources and expertise. (d) Appointment of professional consultants Subsequent to the successful acquisition of the site, we will engage a team of professional consultants, which will include, inter alia, architects, engineers and other professionals such as registered surveyors. These professional consultants assist in schematic design, design development, contract documentation and contract construction before final completion. The various design proposals are reviewed, re-worked and improved until they are deemed to be satisfactory and within the agreed specifications and budget. At this stage, we will also obtain the necessary licences, planning permissions and clearances from the relevant authorities for the commencement of the property development project. We select our professional consultants through a tender process. The evaluation process may differ based on the specific property development project and the main factors taken into consideration in the selection process would include the architectural design proposal, contract price and track record of the relevant consultants. (e) Appointment of contractors Main contractors appointed to carry out the main building works are engaged via a tender process. Main contractors invited to participate in tender exercises are shortlisted based on their past working experience with our Group, organizational and financial capacity, current project commitments as well as past track record. The tender process for each property development project is administered by the appointed project consultants who will evaluate and assess all tender returns and conduct tender interviews before submitting their tender reports and award recommendations to us for concurrence and onward approval. The main contractor is selected based on various factors including their qualifications, reliability, financial status, track record and quality of work. Upon the appointment of the main contractor, construction work will commence. Nominated Sub-Contractors (NSCs) are sub-contractors who carry out works or services of a very specialized nature such as lift installation, mechanical and electrical works. Tender packages for these specialized works are usually invited separately. The selection of NSCs through the tender process allows us to shortlist qualifying NSCs to ensure work quality, better mitigation of risks in managing the execution of the works and price competitiveness. Appointed NSCs will then be nominated to the main contractor upon award.

    - 101 -

    GENERAL INFORMATION ON OUR GROUP


    Our management and project development team, with the assistance of the professional consultants, supervises the construction closely to ensure that building standards are adhered to and monitors the progress of the property development project to ensure that the property development project is completed on time, within budget and quality expectations. (f) Sales and marketing Based on the design and building plan approved for the proposed property development, our management and project team will engage the contractors to build show flats for the project launch. Our sales and marketing strategy will be customized for each individual project. For projects that are undertaken with joint venture partners, the sales and marketing strategy is usually formulated together with the representatives of the relevant various partners. External marketing consultants will be engaged to execute the necessary sales and marketing activities, including media advertising, and the design, production and distribution of promotional materials. Sales and marketing agents will also be engaged to handle sales of the property development through exhibitions at our show flats during our project launches and through other channels. (g) Completion When construction works are completed, a joint inspection will be conducted by professional consultants and contractors to confirm that the project works have been completed in accordance with contract requirements and to acceptable quality standards. Any defective works identified will be recorded and rectified by the contractors. Once the professional consultants have certified that the works have been satisfactorily completed, an application will then be made for a BCA inspection to secure issuance of the TOP. The TOP is a permit that allows temporary occupation of the project, prior to issuance of the formal CSC. Upon satisfactory compliance, the TOP can be expected to be issued within 4 to 6 weeks from the date of TOP inspection. The handing-over process of the units to buyers can then proceed whereupon notice of vacant possession will be issued and keys will be delivered to purchasers. With the issuance of the TOP, the process to transfer the title deeds to the respective purchasers can commence. The project will be deemed to have achieved legal completion once the title deeds have been successfully transferred to the buyers. The official handover of the property development project will take place after the issuance of the CSC. The CSC is typically issued one year after the TOP has been issued, and may be issued before or after legal completion. Final payments to contractors will only be released upon necessary certification by the architect, subject to retention monies which will be retained until the end of the defects liability period. Contractors will be liable for defects (whether arising from their default or that of their subcontractors). Final release of the retention monies will only be made at the end of the defects liability period and only when all defective works have been rectified. For sale and purchase agreements entered into prior to 18 May 2012, the defects liability period will be a period of 12 months from the date of the purchasers receipt of notice to take vacant possession. For sale and purchase agreements entered into after 18 May 2012, the defects liability period will be a period of 12 months from either the date of actual delivery of vacant possession, or the 15th day the purchaser receives notice of issuance of TOP/CSC and that the roads and drainage and sewerage works have been completed, whichever is earlier.

    - 102 -

    GENERAL INFORMATION ON OUR GROUP

    Our Property Development Projects

    Details of our completed property development projects as at the Latest Practicable Date are set out as follows:

    Project name

    Location

    Developed by

    Tenure

    Description

    Effective interest held by our Group (%) Approximate land area (sq. ft.)

    Approximate date of commencement of construction

    Date of TOP

    Sold (%)

    Singapore TEE International(1) Freehold 5-storey residential apartment with facilities (6 units) 2-storey detached bungalow (2 units) 5-storey residential apartment with facilities (12 units) 3-storey commercial office building 8 100 8,085 100 11,361 100 8,739 16 July 2007 1 April 2010 100

    The Thomson Duplex

    323B Thomson Road

    31 and 31A Dunsfold Drive

    31 and 31A Dunsfold Drive

    TEE Realty

    Freehold

    19 September 2009

    1 December 2010

    100

    Cantiz@Rambai

    21 Rambai Road

    TEE Development

    Freehold

    20 June 2008

    1 April 2011

    100

    223@Mountbatten(2) Mountbatten Edge Pte. Ltd.(3) Leasehold of 15 years with effect from 20 February 2012

    223 Mountbatten Road

    126,355

    12 June 2012

    24 January 2013

    N.A.

    Thailand Chewathai Hup Soon Freehold 8-storey condominium with facilities (52 units) 26-storey condominium with facilities (325 units) 24.5 10,368 28 February 2009 30 April 2010 67

    The Surawong

    156 Surawong Road, Bangruk, District, Bangkok Chewathai Freehold

    Chewathai Ratchaprarop

    Ratchaprarop Road, DusitRatchathewi (Dusit) District, Bangkok

    49

    38,448

    5 February 2009

    31 March 2010

    92

    Notes:

    (1)

    This project was developed by TEE International, our Controlling Shareholder, as negotiations for this project started before our Group was formed.

    (2)

    This property has been partially leased out since February 2013.

    (3)

    Mountbatten Edge Pte. Ltd. is jointly held by Unique Capital (40%), Mr. Chen Chew Yen (51%) and Futuris Investment Pte. Ltd. (9%).

    - 103 -

    GENERAL INFORMATION ON OUR GROUP

    Details of our ongoing property development projects as at the Latest Practicable Date are set out as follows:

    Project name

    Location

    Developed by

    Tenure

    Description

    Effective interest held by our Group (%) Approximate land area (sq. ft.)

    Approximate date of commencement of construction

    Estimated date of TOP/ Stage of development

    Sold (%)

    Singapore Freehold 5-storey residential apartment with facilities (28 units) 5-storey residential apartment with facilities (30 units) 2 blocks of 5-storey residential apartment with facilities (51 units) 2 blocks of 10-storey residential apartment with facilities (130 units) 2 blocks of 7 and 8-storey residential apartment with facilities (106 units) 2 blocks of 16-storey residential apartment with facilities (176 units) 3-storey strata terraces with facilities (21 units) 20 45 20 39,972 100 27,641 100 13,182 27 August 2012 100 11,754 3 March 2012 31 December 2014/Construction stage 31 December 2016/Construction stage 30 April 2013 31 December 2014/Construction stage 4 June 2012 31 December 2014/Construction stage 26,625 2 May 2012 31 December 2015/Construction stage 71,284 30 April 2013 31 December 2016/Construction stage 32 31,930 30 April 2013 31 December 2014/Site preparation stage and main building works tender stage 27 10,527 17 October 2011 31 May 2015/Construction stage 18-storey residential apartment with facilities (60 units) 27 16,243 December 2013 31 December 2016/Site preparation stage 100

    448@East Coast

    448 East Coast Road Freehold

    TEE Realty

    91 Marshall

    91 Marshall Road Freehold

    TEE Homes

    100

    Aura 83

    83 Duku Road

    Development 83

    82

    The Boutiq

    143 and 145 Killiney Road Freehold

    Unique Development

    Freehold

    80

    Rezi26

    5, 5A and 5B Lorong 26 Geylang Freehold

    Development 26

    100

    Sky Green

    568 and 570 Macpherson Road Freehold

    Unique Realty

    96

    Palacio

    No. 63 to 67 Lorong M Telok Kurau

    Residenza

    90

    The Peak @ Cairnhill I Freehold

    51 Cairnhill Circle

    TEE Development

    Freehold

    15-storey residential apartment with facilities (52 units)

    60

    The Peak @ Cairnhill II

    61 Cairnhill Circle

    TEE Development

    - 104 -

    GENERAL INFORMATION ON OUR GROUP

    Project name

    Location

    Developed by

    Tenure

    Description

    Percentage interest held by our Group (%) Approximate land area (sq. ft.)

    Approximate date of commencement of construction

    Estimated date of TOP/ Stage of development

    Sold (%)

    Thailand Freehold 33-storey condominium with facilities (535 units) 49 65,970 5 June 2011 1 July 2013/Construction stage 45

    Chewathai Ramkhamhaeng

    Ramkhamhaeng Road, Bangkapi District, Bangkok

    Chewathai Ltd

    Details of our property development projects that have not been launched as at the Latest Practicable Date are set out as follows:

    Location

    Tenure

    Developed by

    Use of property

    Estimated launch date

    Effective interest held by our Group

    Approximate land area (sq. ft.)

    Singapore Oxley YCK Pte Ltd(1) Development 32 Development 72


    st

    2A/B 20A/B, (Even Nos) Cactus Road Residential Residential Commercial Commercial and Residential
    rd

    Freehold

    Commercial and Residential

    4th Quarter 2013 3rd Quarter 2013 1 Quarter 2014 3 Quarter 2013 2 Quarter 2013
    nd

    7 45 100 35 7

    88,801 13,283 21,533 12,362 164,665

    48-60 Lorong 32, Geylang

    Freehold

    64-80 Hillside Drive Unique Commercial Oxley Viva Pte Ltd


    (2)

    999 years

    7-19 Sam Leong Road

    Freehold

    100-230 West Coast Way

    956 years

    Malaysia TEE Resources Commercial 4th Quarter 2013 100 259,251

    Jalan Teknokrat 3, 63000 Cyberjaya, Selangor, Malaysia

    Freehold

    Thailand Chewathai Ltd Industrial Not applicable as constructed for leasing purposes 49 450,922

    Tambon Map Yang Phon, Amphur Pluak Daeng, Rayong Province, Thailand

    Freehold

    Vietnam Viet-TEE Residential 4th Quarter 2014 65 64,894

    Phu Huu Residential District 9, Ho Chi Minh City, Vietnam

    Leasehold of 50 years with effect from 14 October 2011

    Notes:

    (1)

    Oxley YCK Pte. Ltd. is jointly held by Unique Consortium (35%), Oxley Holdings Limited (55%) and Goldprime Investment Pte. Ltd. (10%).

    (2)

    Oxley Viva Pte. Ltd. is jointly held by Unique Consortium (35%) and Oxley Holdings Limited (65%).

    - 105 -

    GENERAL INFORMATION ON OUR GROUP


    Quality Assurance
    The quality of our property development projects is an important contributory factor to our continued success. Hence, we place great emphasis on developing quality properties for our customers. In order to maintain our quality standards, we implement strict quality assurance procedures at various stages of our property development projects. These procedures include (i) the selection and appointment of experienced and reliable contractors; (ii) careful evaluation of architectural design concepts; (iii) close supervision of the construction progress and project timeline; (iv) frequent quality and safety checks carried out by our team of professional engineers and surveyors; and (v) stringent requirements on craftsmanship and interior fittings. As part of our continual efforts in ensuring quality products, careful selection of suitable, proven and good quality construction materials is carried out. Rigorous controls are put in place during construction. Samples and test reports are submitted for approval prior to commencement of any physical construction work. Where required, installation of mock-ups are insisted upon and inspected before any full installation is allowed. Upon approval, site inspections are regularly carried out to ensure that the expected level of quality is met. Representatives from our team of professional consultants and contractors also convene meetings on a regular basis to keep abreast on the progress of the project as well as to resolve any issues arising thereto. We also keep abreast of the development of new and innovative construction materials, which may be of higher aesthetic and performance quality, that we can utilize in our property developments. We believe that our efforts in maintaining quality assurance have aided us in achieving success in our property development projects. Since the commencement of our first property development project in 2007 to the Latest Practicable Date, we have not received any significant complaints of material defects from our customers in our property development projects. Further, we have not experienced any major accidents which resulted in serious injury or death in connection with our property development projects. As at the Latest Practicable Date, we have not experienced any complaints nor encountered any accidents which resulted in censuring by the relevant authorities.

    Staff Training and Development


    To remain competitive and successful, we believe that our staff should constantly upgrade their skills in order to stay relevant in their respective areas of work. In addition to in-house trainings, we also promote continuous learning by enrolling our staff in a series of programmes relevant to their area of work. For example, we frequently sponsor our staffs attendance at seminars conducted by the relevant government bodies, agencies or large organizations in areas such as construction, work safety and finance, to further enhance their technical expertise.

    Seasonality
    Our business and operations are generally not affected by seasonality. However, our financial performance is project-based and may fluctuate from year to year, depending on our ability to source for new land, market and sell our new developments and complete the construction works on schedule. Intellectual Property We do not own or use any registered trade marks, patents or other intellectual property on which our business or profitability is materially dependent. Insurance For our ongoing property development projects, we have the following insurance policies: (a) (b) (c) fire insurance policy; public liability policy; and fire and extraneous perils insurance policy.

    - 106 -

    GENERAL INFORMATION ON OUR GROUP


    For our completed property development projects, we undertake fire insurance policy from the date of TOP to the date of handover to the new management corporation strata title (MCST ), and from the date of handover to the new MCST, the new MCST will bear all necessary insurance. In addition, for our property development projects, we require our appointed contractors to be covered by all-risks insurance and all necessary workmen compensation policies during the construction phase of our properties. Our Directors are of the view that the above insurance policies are adequate for our existing operations. However, any significant damage to our operations, whether as a result of fire or other causes, may have a material adverse effect on our business, results of operations or financial position. Please refer to the section entitled Risk Factors of this Prospectus for further details. Our Directors will review the adequacy of our insurance coverage in relation to our business annually. As at the Latest Practicable Date, we have not suffered any material loss or damage or incurred any material liabilities in relation to our property development projects. Credit Management

    Credit Policy for our Customers Singapore


    The credit policy granted to our customers, the purchasers, is standardized pursuant to a standard form sale and purchase agreement, as prescribed under the Housing Developers Rules, whereby the progress payment schedule is as follows:
    Payment under a standard payment scheme (% of purchase price ) 5% - 10% (booking fee) 20% less booking fee 10% 10% 5% 5% 5% 5% 25% 15%

    Stage Upon the grant of option to purchase Upon signing of the sale and purchase agreement or within 8 weeks from the date of the option to purchase Completion of foundation work Completion of reinforced concrete framework of unit Completion of brick walls of unit Completion of roofing/ceiling of unit Completion of door sub-frames/door frames, window frames, electrical wiring, internal plastering and plumbing of unit Completion of car park, roads and drains serving the housing project Notice of Vacant Possession Either: (a) Where completion takes place before issue of CSC: (i) 2% to be paid to us; and (ii) 13% to be paid to the Singapore Academy of Law as stakeholders to be dealt as follows: (aa) 8% to be released to us within 7 days of receipt of CSC; and (bb) 5% to be released to us on expiry of defects liability period (b) Where CSC is issued before completion: (i) Within 14 days of receipt of a copy of CSC, 13% to be paid as follows: (aa) 8% to be paid to us; and (bb) 5% to be paid to the Singapore Academy of Law as stakeholders, to be released to us on expiry of defects liability period (ii) 2% to be paid to us on completion

    - 107 -

    GENERAL INFORMATION ON OUR GROUP


    For purchasers who are unable to settle payments at the respective stages, interest is chargeable on the unpaid amount in accordance with the sale and purchase agreement.

    Foreign jurisdictions
    For property development projects in Thailand, the payment terms granted to our customers, the purchasers, are based on a progressive payment schedule. Under Thai law, foreign ownership is capped at 49% of a condominiums total area. Pursuant to Section 19 Bis of the Thai Condominium Act (TCA), the foreign ownership cap of 49% of a condominiums total area applies to sales and/or purchases of all condominium units in Thailand. For purposes of registering the sale/purchase of the condominium unit with the land office, the manager of the Condominium Juristic Person (the CJP) will be required to provide a letter confirming that the foreign quota is available. The land official will also check the availability of the foreign quota and will only register the transfer of ownership if the foreign quota remains available. In the event the foreign ownership cap of 49% is exceeded, based on the TCA and the Land Code, the foreign purchaser will likely have to dispose of such condominium unit within 180 days. If the foreign purchaser fails to do so, the Director-General of the Land Department will have authority to sell such unit by way of auction and thereafter surrender the proceeds from the sale to such foreign purchaser. Generally, for a new property development project, customers will have to pay approximately 11% of the purchase price before any structural work begins. Subsequently, approximately 39% of the purchase price will be payable progressively at various stages of the construction process, and the remaining 50% will be payable after transfer of the legal title to the Purchaser. There was no material provision or material write-off of bad debts for FY2010, FY2011, FY2012 and HY2013. As at 31 May 2010 and 31 May 2011, our trade receivables balances amounted to S$2.2 million and S$2.4 million, respectively, which comprised amounts due from our customers for purchase of our property development projects. As at 31 May 2012 and 30 November 2012, our trade receivables balances (excluding amounts owed by an Associated Company for our Companys provision of consultancy services) amounted to S$0.5 million and S$2.4 million, respectively, which comprised amounts due from customers for purchase of our property development projects. The aggregate costs incurred and the profit or loss recognized in each property development that has been sold are compared against progress billings up to the end of the relevant financial year or period. Where incurred costs and recognized profit (less recognized losses) exceed progress billings, the balance is shown as due from customers on property development projects under trade receivables. Due to the nature of our trade receivables, it is not meaningful to compute the average trade receivables turnover days for the periods under review.

    Credit Policy from our Suppliers/Contractors


    Our main suppliers are principally building contractors and the method of payment to these contractors is based on the progress payment scheme in accordance with the agreed stages of completion, including the construction phases of our properties. In line with industry practice, upon certification by the architect of each progressive stage of completion of the construction phase, we are required to make an interim payment in respect of that stage of completion, usually within 30 days from the date of invoice. We maintain a good credit track record with our suppliers. As at 31 May 2010, 31 May 2011, 31 May 2012 and 30 November 2012, our trade balances amounted to S$2.4 million, S$0.9 million, S$1.8 million and S$1.6 million, respectively, which comprised mainly payments owed to suppliers which were of trade in nature. Due to the nature of our trade payables, it is not meaningful to compute the average trade payables turnover days for the periods under review.

    - 108 -

    GENERAL INFORMATION ON OUR GROUP


    Major Customers Our customers mainly comprise individual purchasers of residential property. In FY2011, our Group developed the property development project at 31 and 31A Dunsfold Drive. The 2 residential bungalows at 31 and 31A Dunsfold Drive were sold to 2 unrelated parties for a consideration of S$7.0 million and S$6.9 million which accounted for 30.4% and 30.0% of our Groups revenue for FY2011 respectively. Save as described above, none of our customers accounted for 5% or more of our revenue in each of FY2010, FY2011, FY2012 and HY2013. Major Suppliers Our major suppliers mainly comprise the contractors appointed for the construction of our property development projects. They also include other professional consultants such as architects, sales and marketing agents and engineers. Our appointment of these contractors varies from year to year, depending on the requirements of our property development projects in a particular year. We generally do not enter into long-term or exclusive contracts with any of our suppliers so as to allow us flexibility in terms of pricing quality and timeliness of delivery. Subject to the quotes and tenders submitted to us, the level of transactions with our suppliers or contractors may vary from year to year depending on the specific requirements of each property development project. We select our suppliers and contractors depending on the specific needs of a property development project, which includes, amongst others, the quality and pricing of the products or services supplied and the track record of the suppliers and contractors. The percentage of costs that our suppliers account for would be dependent on the stages of completion of our respective property development projects and the amount of costs incurred in the financial year. The following suppliers accounted for 5% or more of our total cost of construction in FY2010, FY2011, FY2012 and HY2013:
    As a percentage of total cost of construction (%) Name of supplier/contractor PBT Engineering Pte. Ltd.(1) Type of service Civil and engineering services for Cantiz@ Rambai Main contractor in charge of construction for 31 and 31A Dunsfold Drive Contractor for foundation works for 31 and 31A Dunsfold Drive Main contractor in charge of construction for 448@East Coast Main contractor in charge of construction for The Peak @ Cairnhill I FY2010 59.2 FY2011 24.6 FY2012 HY2013

    SPW Engineering and Construction Private Limited

    27.1

    57.1

    System Foundation Pte Ltd

    9.1

    Rich-Link Construction Pte. Ltd.

    62.1

    38.8

    Thye Chuan Engineering Construction Co. Pte Ltd

    29.6

    41.8

    Note: (1) PBT Engineering Pte. Ltd. is a subsidiary of TEE International, our Controlling Shareholder. Please refer to the section entitled Interested Person Transactions and Potential Conflict of Interests of this Prospectus for further details on PBT Engineering Pte. Ltd..

    - 109 -

    GENERAL INFORMATION ON OUR GROUP


    Our Directors believe that our business and profitability will not be materially affected by the loss of any single supplier or contractor and that we are not dependent on any particular industrial, commercial or financial contract with any supplier or contractor. To the best of their knowledge, our Directors are not aware of any information or arrangements which would lead to a cessation or termination of our current relationship with any of our major suppliers. Save as disclosed in the Prospectus, none of our Directors or Substantial Shareholders is related to or has any interest in any of our major suppliers. Sales and Marketing Our Executive Director and CEO, Mr. Phua Cher Chew, with the assistance of employees from the sales and marketing department, is responsible for the formulation and planning of marketing strategies and activities for our Group. We engage external consultants to execute the necessary sales and marketing activities, including media advertising and the design, production and distribution of promotional materials such as direct mailers and brochures, for our target customer groups. We also engage sales and marketing agents to handle sales of our property development projects through project launches in show flats and other channels. Research and Development Due to the nature of our Groups business, we generally do not undertake any research and development activities. For FY2010, FY2011, FY2012 and HY2013, we did not incur any expenses in relation to research and development. Properties and Fixed Assets As at the Latest Practicable Date, we lease or otherwise occupy the following properties:
    Approximate floor area (sq. ft.)

    Location Singapore Blk 2024 Bukit Batok Street 23 #03-26 Singapore 659529 Malaysia D1-16-2 Jalan Dutamas 1 Taman Dutamas 43200 Balakong Selangor Thailand 1168/79-80 Lumpini Tower, 27th Floor, Unit D, Rama IV Road, Thungmahamek Sub-District, Sathorn District, Bangkok Vietnam Floor 21, Me Linh Point, No.2 Ngo Duc Ke Street, District 1, Ho Chi Minh City
    Note: (1)

    Monthly rent

    Description

    S$1,917

    Office premises

    2,149

    RM750

    Office premises

    140

    THB 201,000

    Office premises

    4,467

    None(1)

    Office premises

    48

    The lease for the Vietnam office premise depends on the principal lease between Me Linh Point Ltd and Khang An Investment Real Estate JSC (an associated company of Khang Viet Real Estate Investment Joint Stock Company, who is our joint venture partner). Accordingly, Me Linh Point Ltd has agreed to allow Viet-TEE to use a part of the lease premise without any rental fee or charge.

    - 110 -

    GENERAL INFORMATION ON OUR GROUP


    In addition, we have office equipment and renovation expenditure amounting to S$0.1 million as at 30 November 2012, further details of which are set out in Appendix B Independent Auditors Report on the Combined Interim Condensed Financial Statements for the Six Months Period Ended 30 November 2012 of this Prospectus. To the best of our Directors knowledge, there are no regulatory requirements or environmental issues that may materially affect our utilization of the above properties and fixed assets, save as disclosed in the section entitled Government Regulations of this Prospectus. Competition The property development industry in Singapore is highly competitive, with various small-to-medium sized property developers and a few large established players. The key factors which lead to the competition among the property developers include, amongst others, the pricing scheme adopted by the developers, the design and quality of the projects, the location of the property development projects, the marketing strategies adopted by the property developers and the timing of the launch of the property development projects. We face intense competition from other property developers that have developments in the same pricing range as ours and also face keen competition in relation to the acquisition of suitable land sites. As a result, we may enter into joint ventures and form strategic partnerships from time to time in order to increase our chances in any bid or tender process in the acquisition of land sites. Please refer to the section entitled General Information on our Group Our Subsidiaries and Associated Companies of this Prospectus for further details on our joint ventures in relation to our property development projects. To the best of our knowledge, our key competitors in each of the countries we operate are:

    Singapore
    (a) (b) (c) (d) (e) Goodland Group Limited Hiap Hoe Limited Roxy-Pacific Holdings Limited Sim Lian Group Limited Sing Holdings Limited

    Malaysia
    (a) (b) (c) (d) (e) Crystalville Sdn Bhd Maju Puncak Bumi Sdn Bhd Shaftbury Capital Sdn Bhd Sky Park Properties Sdn Bhd Wawasan Rajawali Sdn Bhd

    Vietnam
    (a) (b) (c) (d) (e) Vinacapital Phuoc Dien Company Limited Eximland Real Estate Joint Stock Company Van Phat Hung Corporation Khang Dien House Trading and Investment Joint Stock Company Khu Dong Real-estate Investment and Trading Joint-Stock Company

    Thailand
    (a) (b) (c) (d) (e) Ananda Development PCL Areeya Property Public Company Limited Grand Unity Development Co., Ltd Major Development PCL Noble Development Public Company Limited

    None of our Directors or Controlling Shareholder or their respective Associates has any interest, direct or indirect, in 5% or more of the outstanding share capital of any of the above-mentioned competitors. - 111 -

    GENERAL INFORMATION ON OUR GROUP


    Competitive Strengths Our Directors believe that our competitive strengths are as follows:

    We are a property developer with an established track record


    We have an established track record in delivering quality and well-designed residential property developments in Singapore. Our property development projects are pre-dominantly freehold in tenure and are targeted at middle-to-high income consumers who value exclusivity in good locations. By keeping abreast of market trends in the property industry, we are able to understand the requirements of our target consumers and to conceptualize and create new and unique designs and lifestyle themes for our property developments in order to differentiate our projects amid the growing competition. Since its inception, our Group has successfully developed quality and distinctive residential projects with a primary focus in District 15. Some of these projects include 448@East Coast, 91 Marshall, Cantiz@Rambai, Palacio at Lorong M Telok Kurau and Aura 83 at Duku Road. Other notable projects include The Boutiq at Killiney Road and The Peak @ Cairnhill I. Our Group will continue to focus on niche and prime property developments. Besides having a presence in Malaysia, Thailand and Vietnam, our Group is also looking to expand its regional footprint in other emerging Asian markets.

    We have an established network of business relationships with other property developers and contractors
    Having entered into joint ventures with other established property developers and having gained considerable experience through these joint venture partnerships, we have developed and maintained relationships with an extensive and established network of joint venture partners who are able to contribute to the success of our property development projects. This has enabled us to leverage on our joint venture partners experience and business connections to tap on their expertise and resources and to capitalize on suitable market opportunities for future growth. Our established business relationships with overseas business partners have also provided us with the advantage to gain access into foreign markets in countries such as Malaysia, Thailand and Vietnam. Further, we have established strong working relationships with our contractors whom we have worked with over the years which allow us to benefit from a higher level of commitment and a smoother property development process in terms of work planning, co-ordination and standard of workmanship.

    We are expanding beyond residential property development and have a regional presence in South-East Asia
    Whilst we continue to specialize in residential property development, we are also expanding into commercial property development projects such as 223@Mountbatten and two other property development projects located at Sam Leong Road and Selangor, Malaysia respectively, as well as industrial property development project located in Rayong province, Thailand held through Chewathai. A diversified range of projects from different sectors will enable us to be less affected by adverse changing market conditions in any single property segment. Leveraging on our experience and expertise in property development in Singapore, we have also extended our geographical reach to Malaysia, Thailand and Vietnam.

    We understand the needs of our customers in the countries our Group operates in
    We are a focused player in the property development business. Through our experience and involvement in the property development business, we understand the local social demographics and supply and demand factors that may affect the property market. As such, we believe that such knowledge puts us in good stead to develop property development projects that appeal to our customers in the different regions in which our Group operates.

    - 112 -

    GENERAL INFORMATION ON OUR GROUP


    We have dedicated and experienced key management personnel
    We have a dedicated and experienced key management team which possesses in-depth knowledge of property development and a strong understanding of the property market in Singapore and the Indochina region. Our Executive Director and CEO, Mr. Phua Cher Chew, and our Executive Director and Finance Director, Mr. Boon Choon Kiat, have collectively more than 20 years of experience in the property industry in Singapore and the Indochina region (primarily in Thailand, Vietnam, Cambodia, and Myanmar) respectively, and are instrumental in growing our business. Each Executive Director has also brought his expertise to our Group, creating a synergistic effect that we believe will contribute to the success of our Group. Further, our key management team is supported by a team of experienced and competent Key Executives, each of whom possesses several years of relevant experience in his respective field. We also believe that our past project development experience from the engineering division of our Controlling Shareholder, TEE International, has accorded our key management team with the ability to better control the development costs of our property development projects. Further details of our management teams working experience are set out in the section entitled Directors, Management and Staff of this Prospectus.

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    GOVERNMENT REGULATIONS
    Permits, Licences, Approvals, Certifications and Government Regulations We are subject to the relevant laws and regulations of the countries in which we operate in relation to property development. Our Board believes that, as at the Latest Practicable Date, we have obtained all requisite approvals and are in compliance with all approvals, licences, permits, laws and regulations that would materially affect our business operations. The following are brief descriptions of the material licences typically obtained for property development businesses in the countries we operate in. Singapore Housing Developers Licence The housing developers licence is required for a developer who intends to develop a project with more than four units of housing accommodation and it has to be obtained prior to undertaking the business of housing development. Housing developers can apply for either a Sale licence or a No-Sale licence, depending on whether they meet the respective requirements. We typically apply for the Sale licence, which allows us to commence construction and start selling the units in the development upon obtaining the building plan approval. The licence will be issued subject to, inter alia, the following conditions: (a) (b) strict compliance with the applicable laws governing housing development in Singapore; no option be granted and no agreement for the sale of houses/flats be entered into until: (i) building plans have been approved by the Commissioner of Building Control (as appointed under the Building Control Act (Chapter 29) of Singapore), and the planning permission and building plan approval has been given and not invalidated by the URA or the Commissioner of Building Control;

    (ii)

    (c)

    the developer shall not after the redemption of the mortgage of the land, further encumber the land or the housing unit by way of a mortgage or by any other means and no caveat shall be lodged in respect of the land or the housing unit; and other records must, commencing from the date the first option is granted, be sent to the Controller of Residential Property.

    (d)

    The licence remains in force until the date of the issuance of the Certificate of Statutory Completion and the Subsidiary Strata Certificates of Title or the Certificates of Title, whichever is applicable, for all the units of the development, unless otherwise earlier revoked. Further, we are required to furnish all records, commencing from the date the first option is granted, to the Controller of Residential Property, and to comply with the Housing Developers (Project Account) Rules with respect to the administration of the accounts of our property development projects. Compliance with Residential Property Act (the RPA) The RPA restricts the purchase or transfer of residential property to approved purchasers, including Singapore companies. A Singapore company, as defined under the RPA, is a company in which all of members and directors are Singapore citizens or where the member is another company, in which all the members and directors of such company are Singapore citizens. The aforesaid restriction does not apply to the following residential properties: (a) any flat that is comprised in any building in a development permitted to be used for residential purposes, and that is not a landed dwelling-house;

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    GOVERNMENT REGULATIONS
    (b) any unit comprised in a development which is shown in an approved plan bearing the title condominium and issued under the Planning Act; and any unit in a development comprising housing accommodation sold under the executive condominium scheme established under the Executive Condominium Housing Scheme Act,

    (c)

    provided that a foreign person shall not, without the prior approval of the Minister of Law, acquire all the flats or units in the building or development. A foreign person is also not prohibited from acquiring an estate or interest in any development under any agreement, lease or assignment for a term not exceeding seven years, including any further term which may be granted by way of an option for renewal. For the purposes of this Section, (1) approved purchaser means: (a) (b) (c) (d) (e) a Singapore company; a Singapore limited liability partnership; a Singapore society; a foreign person to whom approval has been granted under section 25, 30 or 31 of the RPA; any person, company, limited liability partnership, society, association or other organisation or body who or which has been exempted by the minister under section 32 of the RPA; or any body, corporate or otherwise, declared by the minister by notification in the Gazette to be a public authority or an instrumentality or agency of the Government.

    (f)

    (2)

    foreign person means any person who is not any of the following: (a) (b) (c) (d) a citizen of Singapore; a Singapore company; a limited liability partnership; and a Singapore society.

    Clearance Certificate
    Under the RPA, Singapore companies are required to obtain a clearance certificate stating that the company may acquire and retain residential properties, subject to the provisions of the RPA, from the Controller of Residential Property, prior to the vesting of the estate or interest in any residential property which is restricted under the RPA. Prior to the acquisitions of their respective properties, our Subsidiaries and Associated Companies, which were Singapore companies, had obtained the necessary clearance certificates to acquire and retain residential properties.

    Qualifying Certificate
    Under the RPA, a housing developer, not being a Singapore company holding a clearance certificate, shall, before purchasing or acquiring an estate or interest in any residential property, apply to the Controller of Residential Property for approval to purchase or acquire the residential property (the qualifying certificate).

    - 115 -

    GOVERNMENT REGULATIONS
    A qualifying certificate issued by the Controller of Residential Property to a housing developer would generally require the housing developer to use the residential land for purposes of development and to dispose of the entire property after completion of the development within a certain time frame. Where the housing developer is a company, any changes in the shareholding and shareholders of the housing developer will be subject to the written approval of the Controller of Residential Property. Further, the permission of the Controller of Residential Property will have to be obtained if the company wishes to hold any part of such properties for investment purposes (under section 25). The issue of such qualifying certificate by the Controller of Residential Property will be subject to the imposition of such conditions as the Controller of Residential Property deems fit, including the imposition of time limits for the completion of the development and sale of the project. Should any of the companies in our Group wish to retain any units in the residential property projects which we develop, permission may have to be obtained from the Controller of Residential Property. Prior to the Restructuring Exercise, our Subsidiaries and Associated Companies were not regarded as Singapore companies under the RPA as TEE International, being listed on the Main Board of the SGXST, had shareholders which may consist of non-Singapore citizens. As such, our Subsidiaries and Associated Companies had obtained the qualifying certificates prior to the acquisitions of their respective properties. Pursuant to Section 31(3)(b) of the RPA, where the housing developer is a company, a limited liability partnership or a society, no person who holds any shares in the company or who is a partner in the limited liability partnership or member of the society shall, without the approval of the Controller of Residential Property (which may be granted with or without conditions), sell, assign, transfer or otherwise dispose of any of his shares or any interest in such shares to any other person, or resign as such partner or member, as the case may be. Accordingly, the Company needs to obtain, and has obtained the approval from the Controller of Residential Property, in respect of the change of shareholders of our Subsidiaries and Associated Companies due to the Restructuring Exercise. After the Invitation, any of our Subsidiaries or Associated Companies intending to purchase or acquire an estate or interest in any residential property would be required to apply to the Controller of Residential Property for a qualifying certificate to purchase or acquire the residential property. Nothing has come to our attention which leads us to believe that we may not be able to obtain qualifying certificates for our subsequent property development business. Our Directors are therefore of the view that the requirement of qualifying certificates will not materially impact our property development business. URA and BCA Approval All proposed property development projects in Singapore require a written permission granted by URA setting out specific requirements and limits for each property development, such as land use, gross plot ratio, building height and building form on the development site. Approvals will also be needed for any changes in the use of the land and/or premises from URA. Subsequent to obtaining the written permission from the URA, building plans will be submitted to BCA for approval, after clearance from the relevant government authorities, such as the Land Transport Authority, National Environment Agency and Fire Safety & Shelter Department, where applicable, is granted. Upon obtaining the Notice of Approval for our building plans and a Permit to carry out structural works from BCA, we can then proceed with construction in accordance with such approvals. Conditions imposed by Singapore Land Authority To optimize the use of State Land, the government encourages and may in suitable cases also require developers of adjoining land to purchase and amalgamate any remnant land and its development potentials into their development projects. Sales of such land are subject to terms and conditions, which include the requirements imposed by any relevant government authorities or agencies as indicated in the alienation recommendation from the Singapore Land Authority. The proposed use and development control will be subject to the main private land planning and building approvals. - 116 -

    GOVERNMENT REGULATIONS
    Malaysia Companies Act 1965 (the Malaysian CA) TEE Resources was incorporated under the Malaysian CA and its principal business is to hold investments in real properties. TEE Resources, its directors and officers are subject to the provisions under the Malaysian CA. The Malaysian CA is intended to ensure proper conduct of the affairs of the companies and to protect the interests of the members and creditors of the company. The Malaysian CA specifies requirements which TEE Resources has to comply with, which include, amongst other things: (a) operational requirements such as the requirements to hold annual general meetings, to keep accounts and to have at least two directors who have a principal or only place of residence within Malaysia; operational requirements such as the calling of meetings by notice in writing and the removal of auditors or directors; and reporting obligations such as filing certain documents with the Companies Commission of Malaysia.

    (b)

    (c)

    A person is guilty of an offence against the Malaysian CA if (a) he does that which he is forbidden to do under the Malaysian CA; (b) he does not do that which he is required or directed to do; or (c) if he otherwise contravenes or fails to comply with any provision of the Malaysian CA. Upon conviction, he shall be liable to a penalty or punishment not exceeding the expressed penalty or punishment for the offence, or if a penalty or punishment is not so mentioned, to a penalty not exceeding RM5,000. Housing Development (Control and Licensing) Act 1966 Housing Development (Control and Licensing) Act 1966 only applies to Peninsular Malaysia and it provides that no housing development shall be engaged in, carried on, undertaken or caused to be undertaken except by a housing developer in possession of a licence issued under this Act. The application for such licence is governed under the Housing Development (Control and Licensing) Regulations 1989. An advertisement and sale permit must be obtained from the relevant authority before any licensed housing developer can advertise or sell properties. Town and Country Planning Act 1976 Under the Town and Country Planning Act 1976, no person, other than a local authority, shall commence, undertake, or carry out any building, engineering, mining, industrial, or other similar operation in, on, over, or under land, the making of any material change in the use of any land or building or any part thereof, or the subdivision or amalgamation of land unless planning permission has been granted. National Land Code 1965 The conversion and subdivision of land is subject to approval of the state authority under the National Land Code. Further, there is a restriction on any disposal of or acquisition by, a non-Malaysian entity of land (other than industrial land) in West Malaysia unless the prior approval of the relevant state authority in which the land is situated has been obtained.

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    GOVERNMENT REGULATIONS
    In general, the following persons are regarded as non-Malaysian entities under the National Land Code: (a) (b) a natural person who is not a citizen of Malaysia (Non-Malaysian); a company, society, association or other body corporate incorporated outside Malaysia or an unincorporated society, association or other body which under the law of its place of origin may be sued or be sued, or hold property in the name of the secretary or other officer of the body or association duly appointed for that purpose, and which does not have its head office or principal place of business in Malaysia (each a Foreign Company); a Malaysian incorporated company with 50% or more of its voting shares being held by a NonMalaysian or by a Foreign Company, or both (known as Foreign Controlled Local Company); a Malaysian incorporated company with 50% or more of its voting shares being held by a Foreign Controlled Local Company, or by a Foreign Controlled Local Company together with a NonMalaysian or a Foreign Company.

    (c)

    (d)

    Under the Guideline on the Acquisition of Properties issued by the Economic Planning Unit of the Prime Ministers Department, foreign interest means any interest, associated group of interests or parties acting in concert which comprises: (a) (b) (c) (d) an individual who is not a Malaysian citizen; and/or an individual who is a permanent resident; and/or a foreign company or institution; and/or a local company or local institution whereby the parties as stated in item (a) and/or (b) and/or (c) hold more than 50% of the voting rights in that local company or local institution.

    Property acquisition (except for residential units) which falls under the following thresholds requires the approval of the Economic Planning Unit of the Prime Ministers Department: (a) a direct acquisition of property valued at RM20 million and above, resulting in the dilution in the ownership of property held by Bumiputera interest and/or government agency; and an indirect acquisition of property by other than Bumiputera interest through acquisition of shares, resulting in a change of control of the company owned by Bumiputera interest and/or government agency, having property more than 50 percent of its total assets, and the said property is valued at more than RM20 million.

    (b)

    Conditions for the acquisition of property as described in (a) and (b) above are subject to equity and paidup conditions as follows: (a) Equity condition Applicant companies are to have at least 30% Bumiputera interest shareholdings; (b) Paid-up capital (i) (ii) Local company owned by local interest is to have at least RM100,000.00 paid-up capital; and Local company owned by foreign interest is to have at least RM250,000.00 paid-up capital.

    - 118 -

    GOVERNMENT REGULATIONS
    Environmental Quality Act 1974 A license from the Director General of Environmental Quality is required for any activity which involves the discharge of environmentally hazardous substances, pollutants or wastes which is hazardous or potentially hazardous to public health, or to animals, birds, wildlife, fish or aquatic life, or to plants. Real estate developments may have to undergo an environmental impact assessment prior to approval and implementation of the development. Activities subject to the environment impact assessment are agriculture, airport, drainage and irrigation, land reclamation, fisheries, forestry, housing, industry, infrastructure, ports, mining, petroleum, power generation and transmission, quarries, railways, transportation, resort and recreational development, waste treatment and disposal and water supply. Thailand Real estate development and construction in Thailand are primarily governed by the Building Control Act (the Thai BCA) and the Town and City Planning Act (the TCPA). The Thai BCA sets out the rules and regulations issued by the Thai government on the relevant application procedures, approvals, permits, licenses and sanctions, whereas the TCPA deals with the permissible uses of land in different zones. Under both the Thai BCA and the TCPA, there are several subsidiary ministerial regulations, relating to structural design, fire protection, waste treatment etc. There are also other environmental regulations that affect construction, for example, the Nature Reserve Act and the Forest Act. Further, development of condominiums and housing estates requires compliance with the Condominium Act and the Land Allocation Act, respectively, whereas the operation of hotels, villas and resorts requires compliance with the Hotel Act. In addition, the applicable laws and regulations might vary according to the location of the development, as there may be different requirements, conditions, and regulations stipulated by local provinces or its respective administrative authority with respect to building requirements pertaining to amongst others, set-back, slope and the height of the building. Pursuant to Thailand laws and regulations, all companies which own and develop land for sale in Thailand must be Thai companies (i.e. 51% of their share capital must be held and owned by Thai shareholders, who must also be majority shareholders in the company). Also, a company incorporated in Thailand (with majority of its share capital held by Thai nationalities) is not regarded as foreign entity and hence, is not required to obtain a licence for the operation of the property development businesses. Notwithstanding this, prior to the development of any project, the following licences and permits may be required to be obtained: (i) Land Allocation Permit. For the development of housing estates whereby sub-division of the land is more than 9 plots, a land allocation permit is required. The land allocation permit has no expiry date and is transferable. The application for the permit is to be submitted to the land office, which has jurisdiction over the land. Building Permit. All constructions of buildings require building permits issued by the local administrative authority in the relevant province, which has jurisdiction over the land. The building permit is generally valid for one year and is renewable until completion of the construction. Use Permit. Upon the completion of certain constructions (for example a condominium), the developer is required to apply for the Use Permit. The relevant authority will then inspect the construction of the building, verify whether construction is in compliance with the plans and layout submitted, and determine if the building is ready for occupation. In the event that the construction is not in compliance, the relevant authority will instruct the developer to revise and alter the construction according to the plans and layout submitted. Upon satisfaction of compliance, the Use Permit will be granted and there is no expiry date for the Use Permit. The Use Permit is an important document because it will be required prior to the application for a condominium registration and/or hotel licence.

    (ii)

    (iii)

    - 119 -

    GOVERNMENT REGULATIONS
    (iv) Condominium registration. For condominium projects, upon receipt of the Use Permit, the developer must register the building as a condominium with the Land Office in Thailand. Further, the developer must also register a condominium juristic person (CJP). The responsibilities of the CJP are to maintain and manage the common properties. The CJP also has duties as stated in the Condominium Act such as preparing a yearly balance sheet which shows the amount of assets and debts of the condominium including the expense and received amount and prepare an annual report to present its performance in the past year to the co-owners. The management of the CJP will be controlled by the manager appointed by a resolution of the coowners meeting and will be under the supervision of the condominium committee which consists of 3 to 9 unit owners appointed by a resolution of the co-owners meeting. (v) Registration of Housing Estate Juristic Person. Unlike the case of condominiums, the developer is not required to register a Housing Estate Juristic Person (HEJP). However, the developer will have a duty to maintain the common infrastructure (as determined under the Land Allocation Act), unless a HEJP has been legally established. The HEJP applies the same concept as the CJP and is introduced to release the obligations of the developer in a housing estate project.

    In addition to the foregoing licences and permits, construction or business operations with the following specifications/parameters are required to submit an Environment Impact Assessment (EIA) to the Natural Resources and Environment Office for its approval prior to construction: (a) buildings having a height of or exceeding 23 meters or having a usable area exceeding 10,000 sq. m. which is located adjacent to the river, coastline, lake or beach; land allocation for the residential purpose or commercial purpose having sub-divided at or exceeding 500 plots of land or having an area exceeding 100 Rai; hotels or resorts having more than 80 units or having a usable area of or more than 4,000 sq. m.; and residential buildings having 80 units or more or having a usable area of or more than 4,000 sq. m..

    (b)

    (c)

    (d)

    In certain areas outside of Bangkok, construction or business operations with the following specifications/parameters are also required to submit an Initial Environmental Evaluation (IEE) to the Natural Resources and Environment Office for its approval: (a) (b) (c) hotels or resorts with more than 10 units; residential buildings, as defined under the Building Control Act, with more than 10 units; leasing out residential houses (exceeding 10 units) located in the same plot of land or adjacent land for the purposes of providing temporary residence in exchange for payment; and projects with more than 10 plots of land, or an area less than 100 Rai, where the land has been allocated for residential or commercial purposes.

    (d)

    Please note that the specifications/parameters set out for the IEE above may vary according to the location of the development project.

    - 120 -

    GOVERNMENT REGULATIONS
    From time to time, there is uncertainty in interpreting laws and regulations by authorities in Thailand, in relation to the nominees of foreign investors carrying on prohibited or restricted businesses as provided in the Thailand Foreign Business Act or land ownership by foreigners in Thailand as provided in the Thailand Land Code or the Condominium Act as well as the regulations issued thereunder. In our case, the ownership of the land is held by the Groups Associated Companies in Thailand. These Associated Companies are incorporated in Thailand and the majority stakes are held by Thailand local companies. The shareholding interests in the Associated Companies are held directly by the Group without any nominees. Vietnam According to the laws of Vietnam, foreign investors are allowed to have 100.0% ownership in a limited liability company to carry out real estate projects. However, if the joint venture company converts into a public joint stock company, the foreign ownership will be capped at 49.0%. In Vietnam, the real estate business is considered as a conditional sector for foreign investment, which means that foreign investors (including companies with foreign shareholders) are only allowed to conduct two real estate business, namely (i) developing houses and buildings for sale and lease; and (ii) upgrading land and investing in infrastructure works on the leased land in order to lease out land with completed infrastructure. In addition, they must satisfy certain conditions set by the Vietnamese government, including the conditions regarding forms of investment, conditions applicable to establishment of business entities and conditions on market access. All foreign investors must obtain an Investment Certificate (IC) to be permitted to carry out their investment project in Vietnam. The IC serves as a certificate of incorporation and business registration. In order to obtain the IC and be allowed to engage in real estate business, foreign investors must satisfy the following two conditions: (i) a minimum capital of 6 billion Vietnamese Dongs (equal to USD288,000 or S$360,000) for purposes of injection into the charter capital of the proposed company; and in the case of a joint venture for a residential zone project: a. if the project is smaller than 20 Ha of land, to have minimum capital of not less than 15% of the total investment capital; or if the project is equal to or more than 20 Ha of land, to have minimum capital of not less than 20% of the total investment capital.

    (ii)

    b.

    The Groups Vietnam associated subsidiary, Viet-TEE, has a valid investment certificate which serves as legal recognition by the Vietnam authority that it has complied with the above-mentioned restrictions. In addition, foreigners or companies with foreign shareholders are generally not allowed to acquire freehold titles over land in Vietnam. The Vietnamese government only allows such developers to lease/own the land for the purposes of development of real estate projects for a period up to 50 years (or 70 years in some exceptional cases) subject to a condition that foreign investors implement the project in accordance with the registered schedule as defined in the IC. Failure to complete development within the relevant timeframe might result in the Vietnamese government withdrawing the IC and recovering the land.

    - 121 -

    GOVERNMENT REGULATIONS
    In the area of real estate property development, in addition to the IC, property developers are required to obtain other approvals, permits and consents related to lands and construction in which investors develop their real estate projects from the relevant competent authorities, including: (i) In-principle approval by the local government or other competent state authority (depending on the location and scale of project) on development of the real estate project; Approval of detailed master plans for construction (1:500 scale); Approval of architectural drawings and designs; Construction permit; Land use right certificate (LURC)(1); Approval on fire prevention and fighting system; and Approval for environment impact assessment report/undertaking.

    (ii) (iii) (iv) (v) (vi) (vii)

    With regard to residential house development projects, the Housing Law provides that the projects must be consistent with construction zoning and housing development programs of the relevant locality and the requirements on architectural plans applicable for each type of houses. Housing developments projects must be appraised in accordance with the construction law and undergo quality checks before being put into operation.
    Note: (1) Vietnam does not recognize private ownership over the land. Business entities and individuals are only allowed to have land use rights (LUR). There are three ways foreign property developers can acquire a LUR to develop a project: (i) by way of land lease from the State; (ii) by way of contribution by its local partners as equity to joint venture or business cooperation; and (iii) by assignment of an investment project from a local company. In all these cases, the period of a LURC granted is limited to the term of investment reflected in the IC (50 years or 70 years approved on case-by-case basis).

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    PROSPECTS, BUSINESS STRATEGIES AND FUTURE PLANS


    Our Prospects Notwithstanding that the Singapore government has introduced 7 rounds of cooling measures for the residential property market since 2009, the latest of which was in January 2013, the residential property price index has generally continued to inch up and has stabilized in recent quarters as shown in the graph below:

    Source: URA(1)

    In respect of take-up rates, based on the 4th Quarter 2012 Real Estate Statistics(2) released by URA on 25 January 2013, for the year 2012 as a whole, 21,478 uncompleted private residential units (excluding executive condominiums) were launched, compared with the 17,710 units launched in 2011. For the year 2012 as a whole, 22,197 private residential units were sold by developers, compared with the 15,904 units sold in 2011. While the Singapore government has demonstrated its efforts and commitments in stabilizing the residential property market, our Directors are of the view that demand drivers, such as: (a) (b) (c) (d) the current low interest rate and high liquidity environment; the trend of HDB dwellers upgrading to private homes as average household income rises; the allure of property assets as an investment; the projected population growth(3) to between 5.8 and 6.0 million by 2020 and between 6.5 and 6.9 million by 2030; and the proposed improvements in transport infrastructure (such as the proposed expansion of the MRT lines),

    (e)

    will continue to bolster demand for private housing. In particular, in connection with the projected increase in population to 6.9 million by 2030 as detailed in the publication A Sustainable Population for a Dynamic Singapore Population White Paper by the National Population and Talent Division issued on 29 January 2013, the Ministry of National Development has on 31 January 2013 released a Land Use Plan detailing an increase in land to support the increase in population, including an increase in land use for housing from 10,000 hectares in 2010 to 13,000 hectares by 2030 and plans to build 700,000 new homes for a projected population of 6.9 million in 2030.

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    PROSPECTS, BUSINESS STRATEGIES AND FUTURE PLANS


    Our Directors are also cognizant of the increase in supply of land for residential development by the Singapore government and the increase in supply of public housing by the HDB. Based on the 4th Quarter 2012 Real Estate Statistics(2) released by URA, as at the end of 4th Quarter 2012, there was a total supply of 86,475 uncompleted private residential units from projects in the pipeline. Of the supply in the pipeline, 36,352 units remained unsold as at 4th Quarter 2012. Including an additional supply of 10,201 EC units, the pipeline supply would amount to 96,676 units. Together with another 15,215 units expected to be added to the pipeline supply from Government Land Sales (GLS) sites, there will be close to 111,891 private housing and EC units in the overall pipeline supply, many of which are expected to be completed in the next 3 to 4 years. While our Directors are of the view that the appreciation of private home prices may be moderated in view of the latest round of cooling measures and the housing supply in the next few years, our Directors are cautiously optimistic about the residential property market in Singapore and believe that it is likely to remain healthy in the foreseeable future based on levels of activity and continued interest in the launches of our new property projects. In particular, we believe that a successful residential property project is one with a differentiated product that caters to a certain targeted demographic profile. In this regard, our Group will continue to develop projects with innovative design and lifestyle themes targeted at the middleto-high income consumers, which we believe will generate attractive returns. We will also exercise prudence in the acquisition of future land sites for development, focusing on freehold and 999-year leasehold sites with good locations, to ensure a healthy rate of return for our Group.
    Notes: (1) (2) Information and statistics were extracted from the news releases issued by URA on its website: http://www.ura.gov.sg. Information and statistics were extracted from the news release issued by URA on 25 January 2013 on its website: http://www.ura.gov.sg/pr/text/2013/pr13-06.html. Information and statistics were extracted from the publication A Sustainable Population for a Dynamic Singapore Population White Paper by the National Population and Talent Division issued on 29 January 2013. The parties mentioned in the notes above have not consented to the inclusion of the above information in this Prospectus for the purposes of section 249 of the SFA and are therefore not liable for the relevant information under sections 253 and 254 of the SFA. While our Directors have taken reasonable action to ensure that the information has been accurately and correctly extracted from the sources above and reproduced in this Prospectus in its proper form and context, they have not independently verified the accuracy of the relevant information.

    (3)

    (4)

    Outlook on Malaysia, Thailand and Vietnam


    The residential property outlook is expected to remain favourable in Malaysia. Domestic demand is expected to be the main driver with the Economic Transformation Programme and Government Transformation Programme continuing to be the main catalysts. The Malaysian government has underlined that Malaysia is expected to record full year gross domestic product growth of at least 5% or better in line with positive economic performance in the first three quarters of 2012(1). In Malaysia, according to the Newly Launched Residential Units Q1-Q4 2011 Statistics released by the National Property Information Centre (the NAPIC), there were 49,290 newly launched residential units for the year 2011(2). Based on Key Data Q3 2012 Statistics released, as of 3rd Quarter 2012, the incoming and planned supply of residential units number 602,707 and 598,310 respectively(2). Volume and Value of Property Transaction and Annual Changes 1990-2011 Statistics showed that the volume of transactions increased by 14.3% in 2011, compared to the 11.4% increase in 2010(2). Prices of private residential properties also increased by 9.9% in 2011, compared to the 6.7% increase in the previous year(2). In addition, the southern state of Johor is reaping the benefits of the Federal governments Second Economic Stimulus Package where RM1.7 billion was allocated to Iskandar Malaysia. With cumulative secured investments across various sectors already amounting to RM95.45 billion(3) as at end June 2012, Malaysia is experiencing vibrant development in the property development sector. We expect interest in this region to remain high with sustainable and steady flow of foreign and domestic investments. Thailands economy is forecasted to experience a moderate growth of 5.2% in 2013 as consumer confidence returns after a series of natural and political challenges in the past(4). The real estate market in Thailand has been growing steadily, with the majority of the demand being real rather than speculative. - 124 -

    PROSPECTS, BUSINESS STRATEGIES AND FUTURE PLANS


    The Thai government has also been supportive of the real estate industry and has intermittently introduced stimulus measures to keep the market vibrant. These policies include tax rebates for first houses or condominiums, subsidized mortgage interest rates and tax incentives for developers of low cost housing. However, rising construction materials and labour costs will be a challenge to developers, especially with the recent increased minimum daily wage. The industry is also expectant of an upcoming revision to the building code in May 2013, which could be much more stringent. In view of the foregoing statistics, our Directors are of the view that our real estate interests in Malaysia and Thailand will remain resilient. In Vietnam, gross domestic product growth rate reached 5.03% in year 2012, and is estimated to reach 5.9% in year 2013, which is higher than the average forecasted for the ASEAN as a whole. Based on the 4th Quarter 2012 Vietnam, Research & Forecast Report published by Colliers International(5), it is forecasted that property cycles will show signs of recovery in the later half of year 2013. In 4th Quarter 2012, the real estate sector attracted a total registered capital value of approximately US$1.81 billion for eight projects, accounting for 14.2% of the total registered capital of all sectors(5). The Ho Chi Minh City market also welcomed nearly 1,900 apartments from 4 residential projects in 4th Quarter 2012(5). It is forecasted that throughout year 2013, the Ho Chi Minh apartment segment could see an additional 110,000 units from 200 projects(5). According to the Statistical Data of Investment at Current Prices by Kinds of Economic Activity published by the General Statistics Office of Vietnam(6), real estate activities for 2011 amounted to VND43,454 billion, compared to VND39,023 billion in the previous year. Notwithstanding the macroeconomic challenges in Vietnam, our Directors expect demand in the property market in Vietnam to remain positive.
    Notes: (1) Information and statistics was extracted from the Economic Report 2012/2013 by Malaysia Ministry of Finance website: http://www.treasury.gov.my/pdf/ekonomi/le/1213/chap1.pdf. Information and statistics were http://napic.jpph.gov.my/portal. extracted from National Property Information Center, Malaysia website:

    (2)

    (3)

    Information and statistics were extracted from http://www.iskandarmalaysia.com.my/news/120723/iskandar-malaysiaattracts-investments-of-rm1067-bln-in-first-six-months-of-2012. Information and statistics were extracted from the Economic Report 2012/2013 by Thailand Ministry of Finance on its website: http://www2.mof.go.th/economic_report_detail.php?id=82. Information and statistics were extracted from the Vietnam, Research & Forecast Report 4Q 2012 by Colliers International at: http://www.colliers.com/en-GB/Vietnam/~/media/Files/APAC/Vietnam/pdf/Research%20%20Forecast%20Report%204 Q2012%20EN.ashx. Information and statistics were extracted from the General http://www.gso.gov.vn/default_en.aspx?tabid=471&idmid=3&ItemID=13128. Statistics Office Of Vietnam website:

    (4)

    (5)

    (6)

    (7)

    The parties mentioned in the notes above have not consented to the inclusion of the above information in this Prospectus for the purposes of section 249 of the SFA and are therefore not liable for the relevant information under sections 253 and 254 of the SFA. While our Directors have taken reasonable action to ensure that the information has been accurately and correctly extracted from the sources above and reproduced in this Prospectus in its proper form and context, they have not independently verified the accuracy of the relevant information.

    Trend Information For the current financial year, barring unforeseen circumstances, our Directors have observed the following trends based on the operations of our Group as at the Latest Practicable Date: (a) We expect that the demand for our new property development projects in Singapore will stabilize, subject to the market conditions in our industry, the new cooling measures introduced by the government on the property market, and the general performance of the local and global economy. We expect development and construction costs in connection with our property development projects to increase in Singapore due to, inter alia, rising labor costs. - 125 -

    (b)

    PROSPECTS, BUSINESS STRATEGIES AND FUTURE PLANS


    (c) We expect demand for property development projects in Malaysia and Thailand to increase due to increases in population growth and foreign and domestic investments. Notwithstanding the macroeconomic challenges in Vietnam, we expect demand in the property market in Vietnam to remain positive.

    (d)

    Save as disclosed above and under the sections entitled Risk Factors, Managements Discussion and Analysis of Results of Operations and Financial Position and Prospects, Business Strategies and Future Plans of this Prospectus, and barring any unforeseen circumstances, our Directors are not aware of any other known recent trends, uncertainties, demands, commitments or events that are reasonably likely to have a material and adverse effect on our revenue, profitability, liquidity or capital resources, or that would cause financial information disclosed in this Prospectus to be not necessarily indicative of our future operating results or financial position. Please also refer to the section entitled Cautionary Note Regarding Forward-Looking Statements of this Prospectus. Our Order Book Due to the nature of our business, we do not maintain an order book. Please refer to the section entitled General Information on Our Group Our Property Development Projects of this Prospectus for further details on our property development projects. Our Business Strategies and Future Plans We are committed to delivering quality and well-designed property developments that meet high standards for architecture, aesthetics and functionality. In order to achieve this, we aim to carry out the following business strategies and future plans:

    Focus on quality residential property development and expand into commercial and industrial property development
    Our current property development projects are pre-dominantly freehold in tenure and are targeted at middle-to-high income consumers who value exclusivity in good locations. We will continue to invest in land sites with good locations for development into quality residential units with innovative designs and lifestyle themes to cater to our target consumers. To ensure sustainable growth of our Group, we are also expanding into commercial and industrial property development projects, which we believe will generate stable rental income. It is intended that our Groups current commercial and industrial property development projects will be leased out for rental income. Nonetheless, if there are suitable commercial or industrial assets which our Group can develop and sell for an attractive profit margin, our Group may consider doing so. While we seek to undertake more property development projects which are solely developed by our Group, we remain open to strategic partnerships and joint ventures to co-operate with like-minded partners with complementary strengths to enhance the future growth of our property development business.

    Strengthen our position in foreign markets in Malaysia, Thailand and Vietnam


    Leveraging on our experience and expertise in property development in Singapore, we have also extended our geographic reach to Malaysia, Thailand and Vietnam and intend to strengthen our presence in Malaysia, Thailand and Vietnam by continually sourcing for suitable property development projects in good locations. We believe that it is beneficial for the long-term growth of our Group to diversify our presence in foreign markets as this will assist in mitigating policy and demand risks that we may face in Singapore. We intend to actively tap on our existing relationships with our joint venture partners and suppliers in these regions to deepen our presence in these foreign markets.

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    PROSPECTS, BUSINESS STRATEGIES AND FUTURE PLANS


    Expand into new markets
    We believe that countries such as Myanmar, Sri Lanka, and New Zealand offer good growth potential for property developments as a result of their respective economic and political climate. In Myanmar, the end of the house arrest of the democracy activist Aung San Suu Kyi and the elections putting her into Parliament have eased long-standing economic sanctions that had prohibited American and European companies from doing business in Myanmar. We believe that we will be able to capitalize on the economic boom which will result in an increase in demand for residential and commercial properties. After the civil war ended in Sri Lanka, the newly regained peace of the country spurred foreign investments, agriculture growth, infrastructure development and spending, as well as a growing tourism industry. In addition, the growing information technology services industry has resulted in an increased demand for residential and commercial properties. In New Zealand, the Christchurch City Centre Masterplan envisions to bring life and vibrancy back to the city centre of Christchurch. It is noted that there is currently a shortage of high quality apartments in the city centre as the population grows. We believe that with our experience in developing creative and innovative designs for properties, we will be able to capitalize on the shortage and provide Christchurch with the desired specification of properties. In view of the foregoing, we intend to expand into these new markets as and when suitable opportunities arise through the setting up of new subsidiaries, establishment of joint ventures with local partners and/or acquisitions of businesses or assets. We intend to set aside approximately S$26.0 million of our net proceeds from the Invitation to fund our future plans. In the event that we are unable to use the net proceeds for this purpose, whether in part or in full, such proceeds shall be utilized for working capital and general corporate purposes.

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    DIRECTORS, MANAGEMENT AND STAFF

    Management Reporting Structure

    Our management reporting structure as at the Latest Practicable Date is as follows:

    Board of Directors

    Phua Cher Chew Executive Director and CEO

    Yap Shih Chia Chief Operating Officer Boon Choon Kiat Executive Director and Finance Director

    Muhammad Haifan Bin Usalli General Manager (Projects)

    Ng Yui Wei Financial Controller

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    DIRECTORS, MANAGEMENT AND STAFF


    Directors Our Board is entrusted with the responsibility of the overall management of our Company. The particulars of our Directors as at the Latest Practicable Date are as follows:
    Name Er. Dr. Lee Bee Wah Age 52 Address 77 Medway Drive, Singapore 556577 Position Non-Executive Chairman and Independent Director Executive Director and CEO

    Mr. Phua Cher Chew

    38

    Apt Blk 1E Cantonment Road, #08-49, Singapore 085501 Blk 648 Ang Mo Kio Ave 5, #09-3343, Singapore 560648 Blk 66 Bayshore Road, #03-04, Singapore 469985 No. 829, Kg Sungai Besar, Jalan Kota Batu, Bandar Seri Begawan BD2517, Brunei Darussalam 36 Springside Walk, Singapore 786482 23 Jalan Raja Udang, #07-07, Singapore 329216 39 Bangkit Road, #09-01 Chestervale, Singapore 679977

    Mr. Boon Choon Kiat

    38

    Executive Director and Finance Director Non-Executive Director

    Ms. Saw Chin Choo

    50

    Dato Paduka Timothy Ong Teck Mong

    59

    Non-Executive Director

    Dr. Tan Khee Giap Mr. Chin Sek Peng

    54 57

    Independent Director Independent Director

    Mr. Lim Teck Chai, Danny

    40

    Independent Director

    Information on the business and working experience, educational and professional qualifications, if any, and areas of responsibilities of each of our Directors is set out below: Er. Dr. Lee Bee Wah was appointed to our Board on 15 May 2013 and is our Non-Executive Chairman and Independent Director. Er. Dr. Lee has 27 years of experience in the engineering and construction sectors and is currently the principal partner of LBW Consultants LLP, a limited liability partnership providing civil and structural consultancy services and a director of LBW Engineering Pte. Ltd., a company which engages in turnkey solutions and product distribution for satellite communications. Er. Dr. Lee is also a director of Trailblazer Foundation Ltd, a registered charity and an Institution of Public Character. Between April 1994 and February 1996, Er. Dr. Lee worked as an assistant project manager in Wing Tai Property Management Pte. Ltd. where she handled project management. Prior to joining Wing Tai Property Management Pte. Ltd., she was an engineer in ST Construction Pte Ltd. Singapore from December 1985 to March 1994 where her job scope included design and site supervision. Er. Dr. Lee graduated with a Bachelor of Civil Engineering from the Nanyang Technological University of Singapore in June 1985 and subsequently, a Master of Science (Engineering) from the University of Liverpool, United Kingdom in December 1990. She was conferred an Honorary Doctorate in the faculty of Engineering by the University of Liverpool in July 2011. Er. Dr. Lee holds various professional qualifications. She has been a registered professional engineer with the Professional Engineers Board in Singapore since July 1994, an honorary fellow member of the Institution of Structural Engineers in the United Kingdom since 20 February 2008, and a fellow member of the Institution of Engineers Singapore since January 1999. Er. Dr. Lee is also a member of parliament for the Nee Soon GRC and adviser to Nee Soon South Grassroots Organisations. In addition, she is the chairman of the Government Parliamentary Committee for Ministry of National Development and Ministry of Environment and Water Resources.

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    DIRECTORS, MANAGEMENT AND STAFF


    Mr. Phua Cher Chew was appointed to our Board on 18 December 2012 and is our Executive Director and CEO. Mr. Phua has been instrumental in our Groups growth and has been leading the expansion of our business and operations since he joined the real estate division of TEE International in July 2007. During his tenure in TEE International, Mr. Phua worked as the managing director (real estate) from July 2012 to 15 May 2013, as the executive director (real estate) from January 2011 to June 2012 and as the general manager (real estate) from July 2007 to December 2010. Mr. Phua also worked in Trans Equatorial Engineering Pte. Ltd., a wholly-owned subsidiary of TEE International, as the general manager of business development from January 2006 to June 2007 and as the business development manager from September 1999 to December 2005. Mr. Phua also participated in the coordination of grassroots activities, and served as an assistant secretary of Nee Soon Central Zone 4 Resident Committee from April 2003 to April 2004, served as chairman of Nee Soon Central Zone 4 Resident Committee from April 2004 to April 2007 and has been a member of Nee Soon Central Citizens Consultative Committee since July 2011. Mr. Phua graduated with a Bachelor of Business from the Central Queensland University in April 2002 and obtained a Diploma in Accounting from Singapore Polytechnic in May 1997. Mr. Phua is the nephew of Mr. Phua Chian Kin, the group chief executive and managing director of TEE International, our Controlling Shareholder. Mr. Boon Choon Kiat was appointed to our Board on 15 May 2013 and is our Executive Director and Finance Director and oversees the finance function of our Group with the assistance of our Financial Controller. Mr. Boon has been responsible for the expansion of the business and operations of our Group in Thailand and Vietnam since he joined TEE International in 2000. As the managing director (IndoChina), he is also responsible for the day-to-day operations of our Group in the Indochina region. Mr. Boon serves as an executive director on the board of Chewathai and Chewathai Hup Soon, both of which are Associated Companies. During the period from June 2000 to 15 May 2013, he served as an executive director in various subsidiaries and associated companies of TEE International, including Trans Equatorial Indochina Co., Ltd., Oscar Estate Management Co., Ltd. and Oscar Design & Decoration Co., Ltd.. Prior to joining TEE International, Mr. Boon worked as an export manager for Union Sang Thong Parts Co., Ltd., a Thailand manufacturer of auto parts, from June 1998 to April 2000. Mr. Boon graduated with a Bachelor of Accountancy (Honours) from the Nanyang Technological University in July 1998. He is also currently a Chartered Financial Analyst Charterholder and a Certified Public Accountant of Singapore. Mr. Boon is also a member of the Thailand Institute of Directors. Ms. Saw Chin Choo was appointed to our Board on 18 December 2012 and is our Non-Executive Director. She has over 30 years of engineering projects experience, and has been an executive director on the board of TEE International since September 2004. Ms. Saw currently works in TEE International as the managing director (Engineering Malaysia and Brunei), and is responsible for TEE Internationals engineering business in Malaysia and Brunei. She is also a non-executive director on the boards of 6 of our Subsidiaries and Associated Companies, and serves on the boards of PBT Engineering Sdn Bhd (Brunei), PBT Engineering Pte. Ltd., and Oscar Design & Decoration Co., Ltd., which are subsidiaries or associated companies of TEE International. Prior to her current position in TEE International, Ms. Saw worked in PBT Engineering Pte. Ltd., a whollyowned subsidiary of TEE International, as a senior project director from July 2006 to June 2012 and as a project director and project manager from July 2000 to June 2006. From 1990 to 2000, she worked as a quantity surveyor and project coordinator at Vantage Construction Pte. Ltd.. From 1988 to 1990, she was a project executive at Specon Builders Pte Ltd, and from 1982 to 1988, she worked as a quantity surveyor with Neo Corporation Pte. Ltd..

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    DIRECTORS, MANAGEMENT AND STAFF


    Ms. Saw holds an Advanced Diploma in Building Surveying and Inspection from Ngee Ann Polytechnic and a Technician Diploma in Building from Singapore Polytechnic in August 1989 and April 1982, respectively. Dato Paduka Timothy Ong Teck Mong was appointed to our Board on 15 May 2013 and is our NonExecutive Director. Dato Paduka Ong is currently the chairman of Asia Inc Forum Sdn Bhd, a regional conferencing facilitator which convenes the ASEAN 100 Leadership Forum. He is also a board member on several companies including Hotel Associates Sdn Bhd, National Insurance Berhad and Baiduri Bank. In addition, he also serves as a member of the Asian Advisory Board for Prudential Finance Inc. From June 2003 to November 2010, he served as the chairman of the Brunei Economic Development Board established by His Majesty, the Sultan of Brunei for the purposes of creating new employment and business opportunities in Brunei Darussalam. From August 2001 to October 2009, he served as a board member of Singapore Petroleum Company Limited, a company previously listed on the Official List of the SGX-ST. Dato Paduka Ong is active in public affairs in Brunei and abroad. He was chairman of the APEC Business Advisory Council (ABAC) in 2000 and co-chairman of ABAC in 2001. He represented Brunei in the APEC Eminent Persons Group (EPG) from 1993 to 1995 and was chairman of the 23rd ASEANJapan Business Meeting. He was advisor to the APEC CEO Summit in 2003, 2004, 2006, 2008, 2009 and 2011. Dato Paduka Ong is also the recipient of a number of state honours including, most recently, the Most Honourable Order of Seri Paduka Mahkota Brunei (DPMB) (Second Class) by His Majesty, the Sultan of Brunei, which confers the title Dato Paduka. He was conferred the Grand Cross of the Order of Bernardo OHiggins (highest civilian award) by the President of Chile in 2006 for his contribution to regional economic cooperation. Dato Paduka Ong graduated with a Bachelor of Arts (Honours) in Economics and Political Science from the Australian National University in April 1977 and subsequently obtained a Master of Science (with Distinction) in International Relations from the London School of Economics in August 1983. Dr. Tan Khee Giap was appointed to our Board on 15 May 2013 and is our Independent Director. He is currently an associate professor and co-director of the Asia Competitiveness Institute, Lee Kuan Yew School of Public Policy, National University of Singapore. Dr. Tan started his career in the banking sector as a treasury manager and served as secretary to the Assets and Liabilities Committee of Overseas Chinese Banking Corporation for three years. Thereafter he taught at the Department of Economics and Statistics, National University of Singapore from January 1990 to March 1993. Dr. Tan joined Nanyang Technological University in 1993 and was associate dean of the Graduate Studies Office from January 2007 to October 2009. Dr. Tan has published in various international refereed journals and consulted extensively with various government ministries, statutory boards and government-linked companies on various public policies. He has also served as a consultant to international agencies and multi-national corporations. Dr. Tan graduated with a PhD in Economics from the University of East Anglia, United Kingdom in July 1987. He has been the chairman of Singapore National Committee for Pacific Economic Cooperation since 2008 and currently serves on the board of several listed companies in Singapore. Mr. Chin Sek Peng was appointed to our Board on 15 May 2013 and is our Independent Director. He is currently the deputy managing partner of PKF-CAP LLP, a certified public accounting firm based in Singapore and the head of Audit and Assurance Division responsible for running, managing and developing the assurance business of PKF-CAP LLP. He is also the co-founding director of PKF-CAP Advisory Partners Pte Ltd, a company engaged in the provision of consultancy and business advisory services and PKF-CAP Risk Consulting Pte Ltd, a company providing internal audit and corporate governance review services mainly to listed companies.

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    DIRECTORS, MANAGEMENT AND STAFF


    Mr. Chin started his accountancy and audit training in Casson Beckman, a medium sized firm of chartered accountants in London. After qualifying as a chartered accountant, he joined Price Waterhouse in its London office in 1983 and thereafter continued with the same firm in Turkey, Germany, Holland and Singapore until 1994. In April 1994, he joined the Institute of Certified Public Accountants of Singapore as the first Practice Review Director, heading, running and regulating the compliance of work standards for all audit practices in Singapore. In 1999, he joined Arthur Andersen as a partner in its Assurance and Business Advisory division and in 2002 he left the firm to set up his own audit and consultancy practices together with another partner. As a professional accountant, Mr. Chin has more than 30 years of experience and has been involved in the audit of listed companies, multinational corporations and small and medium sized enterprises of diverse industries, financial due diligence, listing of companies on the SGX-ST (reporting accountants), fraud investigation, business valuation, internal audit and corporate governance review and litigation support (expert witness) work. Mr. Chin graduated with a Bachelor of Arts (Honours) degree in Accounting and Finance from Lancaster University in the United Kingdom and is a Fellow (practising) Certified Public Accountant of Singapore and a Fellow Member of the Institute of Chartered Accountants in England and Wales. Mr. Chin serves as independent director mainly in the capacity as audit committee chairman to several public companies listed on the SGX-ST and is a member of the Institute of Internal Auditors, Singapore. Mr. Chin is also a council member of the Institute of Certified Public Accountants of Singapore. Mr. Lim Teck Chai, Danny was appointed to our Board on 15 May 2013 and is our Independent Director. He is currently an equity partner in Rajah & Tann LLP. Mr. Lim joined Rajah & Tann LLP upon graduation in May 1998 and has since been practising and advising on all aspects of corporate legal advisory and transactional work, both locally and regionally. He has a wide range of experience in acquisitions, investments, takeovers, initial public offerings and restructurings, amongst others, and his clients include multi-national corporations, small medium enterprises, private equity and institutional investors, Singapore and foreign listed companies, financial institutions and others. Mr. Lim graduated with a Bachelor of Law (Honours) degree from the National University of Singapore in April 1998 and a Master of Science (Applied Finance) degree from the Nanyang Technological University in April 2006. Pursuant to Rule 210(5)(a) of the Listing Manual, all our Directors save for Mr. Phua Cher Chew, Mr. Boon Choon Kiat and Mr. Lim Teck Chai, Danny, have prior experience as directors of public listed companies in Singapore. Mr. Phua Cher Chew and Mr. Boon Choon Kiat have undergone training to familiarize themselves with the duties and responsibilities of a director of a public listed company in Singapore. Mr. Boon Choon Kiat has undergone a briefing by Shook Lin & Bok LLP (the Legal Adviser to the Company as to the law in Singapore), and both Mr. Boon and Mr. Phua have undergone courses held by the Singapore Institute of Directors. Notwithstanding that Mr. Lim does not have prior experience as a director of a public listed company in Singapore, he is currently an equity partner in the Corporate and Capital Markets Practice Group in Rajah & Tann LLP and has, since May 1998, been practicing and advising on all aspects of corporate legal advisory and transactional work, both locally and regionally. Accordingly, Mr. Lim has adequate knowledge and experience for him to act as a director of the Company. Save as disclosed in the section entitled Interested Person Transactions and Potential Conflict of Interests, our Group does not have any existing business or professional relationships with our NonExecutive Directors and Independent Directors.

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    DIRECTORS, MANAGEMENT AND STAFF


    Key Executives Our Directors are assisted by a team of experienced and competent Key Executives who are responsible for the various functions of our Group. The particulars of our Key Executives as of the Latest Practicable Date are as follows:
    Name Mr. Muhammad Haifan Bin Usalli Mr. Ng Yui Wei Age 45 Address c/o Blk 2024, Bukit Batok Street 23, #03-26, Singapore 659529 c/o Blk 2024, Bukit Batok Street 23, #03-26, Singapore 659529 c/o Blk 2024, Bukit Batok Street 23, #03-26, Singapore 659529 Position General Manager (Projects)

    39

    Financial Controller

    Mr. Yap Shih Chia

    35

    COO

    Information on the business and working experience, educational and professional qualifications, if any, and areas of responsibilities of each of our Key Executives is set out below: Mr. Muhammad Haifan Bin Usalli is our General Manager (Projects) and is responsible for overseeing the property development and management matters of our Group. Prior to joining our Group, he was the general manager (real estate) of TEE International from August 2012 to May 2013. He was the general manager of Warees Investments Pte Ltd from June 2003 to July 2012, where his job scope included preparing long-term strategies for the company, developing business plans, conducting feasibility studies for project developments, managing project funding facility as well as overseeing development procurement and construction. He was also responsible for project marketing and sales with involvement in product launches and pricing. During his tenure, Mr. Usalli spearheaded the implementation of ISO 9001 for the project management and facilities management business units. From April 2002 to March 2003, he worked as a senior quantity surveyor at Davis Langdon & Seah Singapore Pte Ltd. Prior to that, Mr. Usalli worked as a partner involved in business development, marketing and sourcing for clients for Yuan & Dean Quantity Surveying Services from July 2000 to April 2002. He worked as a contracts engineer at Sembcorp Construction Pte Ltd from January 1995 to July 2000, as an assistant quantity surveyor at Davis Langdon & Seah Pte Ltd from January 1991 to February 1993 and as a marketing executive at Gunac Enterprises Pte Ltd from January 1990 to January 1991. Mr. Usalli graduated with a Bachelor of Building (Quantity Surveying, First Class Honours) from the University of South Australia in June 1995 and obtained a Diploma in Building Services (Engineering) from Ngee Ann Polytechnic in August 1987. He has also been a member of the Singapore Institute of Surveyors and Valuers since 2002. Mr. Ng Yui Wei is our Financial Controller and is responsible for our Companys statutory financial accounts, consolidation and financial reporting to the SGX-ST and overall financial and accounting management of the Group. Prior to joining our Group. he was the senior finance manager of TEE International from September 2012 to May 2013. He was in Baltimore, Maryland, United States for a year with his family for his spouses medical and surgical fellowship with the Wilmer Eye Institute at Johns Hopkins Hospital. Prior to that, Mr. Ng was finance manager for Alstom Transport and Alstom Power Singapore Pte. Ltd from October 2007 to June 2011, during which, one of his roles was to serve as the project controller of the Downtown Line 1 & 2 project. He was also responsible for statutory financial accounts, treasury, monthly closing and banker guarantees for both companies, and was in charge of the finance shared services supporting both companies. From March 2004 to October 2007, he worked as a manager (corporate audit) at YHI International Ltd, a company in the business of manufacturing and distribution of automotive products and listed on the SGX-ST. During his tenure at YHI International Ltd, Mr. Ng reported to the chief financial officer and was responsible for reviewing and overseeing SGX-ST quarterly announcements, year-end

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    DIRECTORS, MANAGEMENT AND STAFF


    consolidated financial statements and year-end annual reports. In addition, he was involved in due diligence work on mergers and acquisition targets of the Group. He also reported to the audit committee on the performance of internal and financial audits of group subsidiaries and maintenance of the register of interested person transactions. Prior to joining YHI International Ltd, he was a senior external auditor with Deloitte & Touche (Singapore) from September 2000 to March 2004 where he was involved in the audit of several clients listed on the SGX-ST and multinational corporations. Mr. Ng graduated with a Bachelor of Business (Economics) from University of Leicester in July 1998 and obtained a Masters in Professional Accounting from the University of New South Wales in July 2000. He has also been a Certified Public Accountant of Singapore since February 2009, a certified practicing accountant of Certified Public Accountants (Australia) since October 2003 and a certified internal auditor of the Institute of Internal Auditors Singapore since November 2006. Mr. Yap Shih Chia is our COO and is responsible for overseeing matters relating to corporate finance, administrative, human relations and investor relations, as well as supervising areas pertaining to compliance and corporate governance of our Group. Prior to joining our Group, he was the director, corporate finance and strategy of TEE International from August 2012 to May 2013. He worked as a director of international partnerships with the Singapore Cooperation Enterprise, which was formed by the Ministry of Trade and Industry and the Ministry of Foreign Affairs of Singapore, from August 2011 to August 2012. His job scope included developing and maintaining strategic relations with international organisations and collaborations with foreign governments across Asia. From September 2007 to June 2011, he worked as an assistant vice president of marketing and business development, listings, at the SGX-ST where he was the country manager for India and Vietnam, and was involved in planning market entry strategies, originating new initial public offerings, and cross-selling the SGX-STs products which included real estate investment trusts and business trusts. He served at International Enterprise Singapore, a Singapore governmental agency, as a centre director (Mumbai) and vice consul (Commercial) from July 2004 to August 2007 and a senior officer (South Asia, Middle East & Africa) from July 2002 to July 2004. Mr. Yap graduated with a Bachelor of Communications (Honours), with a specialisation in Public Relations and Advertising, from Nanyang Technological University in June 2002 and obtained a Masters in Business Administration, with a specialisation in Strategy and Organisation, from the School of Business, National University of Singapore, in July 2011. Principal Directorships of our Directors and Key Executives The list of present and past directorships held by each of our Directors and Key Executives in the last five years preceding the date of this Prospectus (excluding those held in our Company) are set out below:

    Our Directors
    Name Er. Dr. Lee Bee Wah Present directorships Group companies or entities Other companies or entities Nanyang Learning House Pte Ltd Trailblazer Foundation Ltd. LBW Engineering Pte. Ltd. LBW Consultants LLP Past directorships Group companies or entities Other companies or entities Merseyside International Pte Ltd TEE International

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    DIRECTORS, MANAGEMENT AND STAFF


    Name Mr. Phua Cher Chew Present directorships Group companies or entities Development 32 Development 72 Unique Capital Unique Consortium KSH (China) Venture Unique Realty Residenza Development 26 Unique Development TEE Resources TEE Homes Development 83 TEE Property TEE Realty TEE Development Unique Wellness Unique Commercial TEE Hospitality TEE Industrial Development 16 TEE Oceania Wealth Development Other companies or entities Oscar Estate Management Co., Ltd
    (1)

    Past directorships Group companies or entities

    Other companies or entities Rong Cheng (Sin Ming Road) Bak Kut Teh Pte. Ltd. Trans Equatorial Engineering Pte Ltd TEE Management Pte. Ltd. Group companies or entities

    Mr. Boon Choon Kiat

    Group companies or entities Chewathai Chewathai Hup Soon Other companies or entities Trans Equatorial Indochina Co., Ltd. Oscar Estate Management Co., Ltd(1) Oscar Design & Decoration Co., Ltd(1) Global Environmental Technology Co., Ltd(1)
    (1)

    Other companies or entities Oscar Property Management Co., Ltd(1) (liquidated)

    Ms. Saw Chin Choo

    Group companies or entities Development 32 Development 72 TEE Homes Development 83 TEE Property TEE Realty Unique Commercial TEE Development

    Group companies or entities

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    DIRECTORS, MANAGEMENT AND STAFF


    Name Present directorships Other companies or entities PBT Engineering Sdn Bhd TEE International PBT Engineering Pte Ltd Oscar Design & Decoration Co., Ltd(1) Dato Paduka Timothy Ong Teck Mong Group companies or entities Other companies or entities Hexalink Investment Pty Ltd Rich Terrain Investments Limited SPA ASEAN Frontier Fund I (Cayman) Wawasan Holdings Pty Ltd Asia Inc Capital Sdn Bhd Asia Inc Forum Sdn Bhd Baiduri Bank Bhd Baiduri Finance Bhd BruCapital Holdings Sdn Bhd Cemerjaya Sdn Bhd Clarity Sdn Bhd Hotel Associates Sdn Bhd Jebsen & Jessen (SEA) Pte Ltd Jebsen & Jessen (Brunei) Sdn Bhd National Insurance Co. Bhd Pansar Company Sdn Bhd Sumber Mulia Holdings Sdn Bhd Quest Sdn Bhd Praxis Energy Sdn Bhd Everon Sdn Bhd Prudential Finance Asian Advisory Board Dr. Tan Khee Giap Group companies or entities Other companies or entities Artivision Technologies Ltd. BreadTalk Group Limited Forterra Real Estate Pte. Ltd. Past directorships Other companies or entities

    Group companies or entities Other companies or entities Singapore Petroleum Company Limited The Edge Publishing Pte Ltd Edge Asia Inc Araco Sdn Bhd Asia-Inc.com Pte Ltd Asia-Inc Communications Pte Ltd

    Group companies or entities Other companies or entities ChungHong Holdings Limited Delang Technology International Pte. Ltd. Hi-P International Limited Group companies or entities Other companies or entities

    Mr. Chin Sek Peng

    Group companies or entities Other companies or entities

    PKF-CAP Advisory Partners Pte. Ltd. Thomson Medical Centre Ltd (now PKF-CAP Risk Consulting Pte. Ltd. known as Thomson Medical Pte. Ltd.) PKF-ACPA Management Consultants Fragrance Group Limited Pte. Ltd. Oberthur Technologies Singapore Pte. PKF-Khoo Management Services Pte Ltd Ltd. (formerly known as IM C&L Business Advisers Pte Ltd Technologies Limited) Cortina Holdings Limited PKF-CAP Corporate Services Pte Ltd Sitra Holdings (International) Limited Sunpower Group Ltd H.T. Khoo & Associates PAC

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    DIRECTORS, MANAGEMENT AND STAFF


    Name Mr. Lim Teck Chai, Danny Present directorships Group companies or entities Other companies or entities
    Note: (1) This is a non-executive directorship.

    Past directorships Group companies or entities Other companies or entities

    On the basis that (i) all the directorships held by Dato Paduka Timothy Ong Teck Mong as stated above are in unlisted companies, (ii) he holds non-executive positions in most of these companies, and (iii) his directorship in the Company is non-executive, Dato Paduka Ong is of the view that he will be able to devote sufficient time and attention to the affairs of our Group and discharge his duties as our NonExecutive Director. The Nominating Committee is also of the view that Dato Paduka Ong will be able to adequately carry out his duties as a Director, having taken into consideration his board representations and other principal commitments.

    Our Key Executives


    Name Mr. Muhammad Haifan Bin Usalli Present directorships Group companies or entities Other companies or entities Past directorships Group companies or entities Other companies or entities Warees Land Pte. Ltd. Wareesan Management Pte. Ltd. WRH Pte. Ltd. Group companies or entities Other companies or entities Group companies or entities

    Mr. Ng Yui Wei

    Group companies or entities Other companies or entities

    Mr. Yap Shih Chia

    Group companies or entities TEE Development TEE Realty TEE Property TEE Homes Development 72 Development 83 TEE Hospitality TEE Industrial Development 16 TEE Oceania Development 26 KSH (China) Venture (alternate director) Other companies or entities

    Other companies or entities

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    DIRECTORS, MANAGEMENT AND STAFF


    Service Agreements Our Company has entered into separate Service Agreements with our Executive Directors, namely, Mr. Phua Cher Chew and Mr. Boon Choon Kiat (each an Executive for the purposes of this section of this Prospectus) on 15 May 2013. The Service Agreements will take effect from the date of admission of our Company to the Official List of the SGX-ST for an initial period of two (2) years (Initial Term). Upon the expiry of the Initial Term, the appointment of each Executive shall be renewed for a further two (2) years, subject to the approval of the Remuneration Committee, on the same terms, unless otherwise terminated by either party giving at least six (6) months notice in writing prior to the expiry of the Initial Term of such partys intention not to renew. During the Initial Term, either party may terminate the Service Agreements by giving to the other party six (6) months written notice or in lieu of such notice an amount equivalent to six (6) months salary based on the relevant Executives last drawn monthly salary on a pro-rata basis. If an Executive shall at any time be medically certified to be unfit to continue with work, or medically certified to be of unsound mind, our Company may at any time terminate his employment in accordance with prevailing statutory regulations. The Service Agreements will automatically determine upon the Executives death. Notwithstanding the aforesaid, our Company shall be entitled to terminate the Service Agreement with an Executive without prior notice if the Executive: (a) (b) becomes bankrupt or makes any arrangement or composition with his creditors generally; is convicted of any criminal offence (save for an offence under any road traffic legislation for which he is not sentenced to any term of immediate or suspended imprisonment) and sentenced to any term of immediate or suspended imprisonment; is or may be suffering from a mental disorder; or by reason of ill health or injury caused by his own default becomes unable to perform any of his duties under his Service Agreement for a period of 120 days or more.

    (c) (d)

    Upon such termination, the Executives shall not be entitled to claim any compensation or damages for or in respect or by reason of such termination. In addition, our Company may at any time during the term of a Service Agreement, terminate an Executives appointment with immediate effect without any notice or payment in lieu of notice, if such Executive, in the reasonable opinion of the Board: (a) (b) is guilty of any wilful misconduct in the discharge of his duties hereunder; or has breached any material provision of his Service Agreement.

    Upon such termination, the Executives shall not be entitled to claim any compensation or damages for or in respect or by reason of such termination. Under the Service Agreements, the Executives shall be subject to the following non-competition obligations: (a) during the period of the employment, the Executive shall not (without the Companys prior written consent) be directly or indirectly engaged or interested in any capacity in any other business, trade or occupation whatsoever, except as disclosed or declared to the Company in writing on the date of the Service Agreement but so that this provision shall not prohibit the holding whether directly or through nominees of quoted investments.

    - 138 -

    DIRECTORS, MANAGEMENT AND STAFF


    (b) the Executive shall not, until six (6) months after the termination of the employment for whatever reason: (i) persuade or attempt to persuade any potential customer or client to which any of the Group Companies has made a presentation, or with which any of the Group Companies has been in negotiations or having discussions, not to deal with or hire any of the Group Companies or to deal with or hire another company; persuade or attempt to persuade or solicit for himself or any other person, any director or senior employee of the Group Companies; and/or solicit for himself or any person other than the Group Companies the business of any customer or client of any of the Group Companies, or was its customer or client within six (6) months prior to the date of termination of the employment.

    (ii)

    (iii)

    (c)

    the Executive shall keep secret and shall not at any time (whether during the employment or after the termination of the employment for whatever reason) use for his own or anothers advantage, business methods or information which the Executive knew or ought reasonably to have known to be confidential concerning the business or affairs of the Company or any other Group Company so far as they shall have come to his knowledge during the employment, PROVIDED ALWAYS THAT the restrictions contained in this paragraph (c) shall not apply: (i) (ii) to any disclosure or use authorised by the Board or required by law or by the employment; so as to prevent the Executive from using his own personal skill in any business in which he may be lawfully engaged (subject to the restrictions set out in the Service Agreement) after the employment is ended; or to any trade secrets, business methods or information which may lawfully have come into the public domain.

    (iii)

    (d)

    the Executive shall not at any time after the expiry or termination of the employment use the name or trading style of any Group Company in any country in which the Group operates or any other part of the world, or use in any country in which the Group then operates any name or trading style which is the same as or similar to any of the trade or service marks of the Group or any brand name or proposed brand name of any of the Groups products or proposed products, or represent himself or themselves as carrying on or continuing or being connected with any Group Company or its business for any propose whatsoever unless otherwise agreed by the Company in writing.

    Under the terms of the respective Service Agreements, Mr. Phua Cher Chew is entitled to a monthly salary of S$16,500 and Mr. Boon Choon Kiat is entitled to a monthly salary of S$15,500. The Executives shall also be entitled to a fixed 3 months bonus and to participate in the TEE Land PSP, TEE Land ESOS, executive bonus plan or any other compensation plans as adopted by the Company from time to time. In addition, each of the Executives shall receive an annual incentive bonus (the Incentive Bonus), at such interval(s) as the Board and the Remuneration Committee consider appropriate, based on the formula below:
    PAT Where PAT is S$5 million or less Where PAT is more than S$5 million but equal to or less than S$10 million Where PAT is more than S$10 million but equal to or less than S$20 million Where PAT is more than S$20 million Incentive Bonus Nil 1% of PBT 1.25% of PBT 1.75% of PBT

    - 139 -

    DIRECTORS, MANAGEMENT AND STAFF


    PAT for the purposes of computing the Incentive Bonus means the Groups consolidated profit after tax. For the avoidance of doubt, PAT shall exclude any items treated as exceptional or extraordinary items and shall deduct the amount of any profit of any member of the Group which is attributable to non-controlling interest. PBT for the purposes of computing the Incentive Bonus means the consolidated audited profit before tax of our Group (before the Incentive Bonus and non-controlling interests) for any FY. Save as disclosed above and save for the TEE Land PSP and the TEE Land ESOS, there are no other profit-sharing plans or any other profit-linked agreements or arrangements between our Company and any of our Directors, Key Executives or employees. All travelling, hotel and other out-of-pocket expenses reasonably and properly incurred by the Executives in the reasonable and proper discharge of their duties on behalf of our Group will be borne by our Company, subject to limits from time to time set by the Board. The Executives shall also be entitled to such medical and personal accident insurance as may be approved by the Board in line with the Companys staff policy. Under the Service Agreements, the total remuneration of the Executive is subject to annual review by the Board. The respective Incentive Bonus is also subject to periodic review by the Board and the Remuneration Committee at such interval(s) as the Board and the Remuneration Committee consider appropriate. Had the Service Agreements been in existence since the beginning of FY2012, the additional remuneration paid to the Executives would have been approximately S$0.3 million and our proforma PBT would have been S$1.7 million instead of S$2.0 million. Save as disclosed above, there are no other existing or proposed service contracts entered into or to be entered into between our Company and our Subsidiaries with any of our Directors or Key Executives. There are no existing or proposed service agreements entered or to be entered into by our Directors with our Company or any of its Subsidiaries which provide for benefits upon termination of employment. Our Group has also previously entered into various letters of employment with our Executive Directors and all our Key Executives in the ordinary course of business in accordance with our general employee guidelines, practices and policies. Such letters typically provide for the salary payable to our Executive Directors and Key Executives, their working hours, medical benefits, grounds of termination and certain restrictive covenants. As at the Latest Practicable Date, save as required for compliance with the applicable laws of Singapore, Malaysia, Thailand and Vietnam, we have not set aside or accrued any amounts to provide for pension, retirement or similar benefits for our employees.

    - 140 -

    DIRECTORS, MANAGEMENT AND STAFF


    Directors and Key Executives Remuneration The compensation in bands of S$250,000, paid by our Company and our Subsidiaries to each of our Directors and Key Executives in FY2011 and FY2012 for services rendered by them in all capacities to our Company and our Subsidiaries, and expected to be payable by our Company and our Subsidiaries in FY2013 to each of these Directors and Key Executives for services rendered, including any benefits-inkind and any deferred compensation accrued for the financial year in question and payable at a later date, are as follows:
    FY2013 (estimated)

    FY2011 Directors Er. Dr. Lee Bee Wah Mr. Phua Cher Chew Mr. Boon Choon Kiat Ms. Saw Chin Choo Dato Paduka Timothy Ong Teck Mong Dr. Tan Khee Giap Mr. Chin Sek Peng Mr. Lim Teck Chai, Danny Key Executives Mr. Muhammad Haifan Bin Usalli Mr. Ng Yui Wei Mr. Yap Shih Chia
    Remuneration bands: A: Remuneration below S$250,000 per annum. n.a.: means not applicable.

    FY2012

    n.a. A A n.a. n.a. n.a. n.a. n.a.

    n.a. A A n.a. n.a. n.a. n.a. n.a.

    A A A A A A A A

    n.a. n.a. n.a.

    n.a. n.a. n.a.

    A A A

    Save for contributions made for our employees by our Subsidiaries for the CPF, no amounts have been set aside or accrued by our Company or our Subsidiaries to provide for pension, retirement or similar benefits for our Directors and Key Executives. Employees As at the Latest Practicable Date, we have 10 full-time local employees and 4 overseas staff. We do not employ any part-time staff. Our employees are not unionized. There has not been any incidence of work stoppages or labour disputes that affected our business. Accordingly, we consider our relationship with our employees to be good. The following shows a breakdown of our employees as at 31 May 2010, 31 May 2011, 31 May 2012 and the Latest Practicable Date as follows:
    As at 31 May 2010 Function Management Sales and Marketing Project Operation Finance and Accounts Total 2 2 2 3 9 2 2 4 4 12 2 2 5 5 14 4 2 4 4 14 As at 31 May 2011 As at 31 May 2012 As at Latest Practicable Date

    - 141 -

    DIRECTORS, MANAGEMENT AND STAFF


    As at 31 May 2010 Country Singapore Malaysia Thailand Vietnam Total 7 1 1 9 9 1 1 1 12 10 1 1 2 14 10 1 1 2 14 As at 31 May 2011 As at 31 May 2012 As at Latest Practicable Date

    Material Background Information on our Directors, Key Executives and Controlling Shareholder 1. Save to the extent disclosed in the sections entitled Share Capital and Shareholders of this Prospectus, none of our Directors or Key Executives has any equity interests in our Company as at the date of lodgement of this Prospectus. No option to subscribe for securities of our Company has been granted to, or was exercised by, any Director or Key Executive within the 2 financial years preceding the date of lodgement of this Prospectus. Save as disclosed in the section entitled Directors, Management and Staff Service Agreements of this Prospectus, there are no existing or proposed service contracts between our Directors and our Company. There are no shareholding qualifications for Directors in the articles of association of our Company. Save as disclosed in the section entitled Interested Person Transactions and Potential Conflict of Interests of this Prospectus, none of our Directors is interested, whether directly or indirectly, in the promotion of, or in any assets acquired or disposed of by, or leased to, our Company within the two years preceding the date of lodgement of this Prospectus, or in any proposal for such acquisition or disposal or lease as aforesaid. Save as disclosed in the section entitled Interested Person Transactions and Potential Conflict of Interests of this Prospectus, none of our Directors or Key Executives has any interest, whether direct or indirect, in any company carrying on the same trade as our Company. No sum or benefit has been paid or has been agreed to be paid to any Director or to any firm in which a Director is a partner or corporation in which such Director holds shares or debentures, in cash or in shares or otherwise by any person to induce him to become, or to qualify him as, a Director or otherwise for services rendered by him or such firm or corporation in connection with the promotion or formation of our Company. Save as disclosed in the section entitled Interested Person Transactions and Potential Conflict of Interests of this Prospectus, none of our Directors has any interest in any existing contract or arrangement subsisting at the date of lodgement of this Prospectus which is significant in relation to the business of our Company. Save as disclosed in the section entitled Directors, Management and Staff of this Prospectus, there is no family relationship between any of our Directors and/or Key Executives, or between any of our Directors, Key Executives and Controlling Shareholder. There is no arrangement or understanding with any of our Substantial Shareholders, customers, suppliers or any other person pursuant to which any of our Directors or Key Executives was selected as Director or Key Executive.

    2.

    3.

    4. 5.

    6.

    7.

    8.

    9.

    10.

    - 142 -

    TEE LAND PERFORMANCE SHARE PLAN AND TEE LAND EMPLOYEE SHARE OPTION SCHEME
    TEE LAND PERFORMANCE SHARE PLAN In conjunction with our listing on the Official List of the SGX-ST, we have adopted a performance share plan known as the TEE Land Performance Share Plan, which was approved by our Shareholders on 11 May 2013. Our Company recognizes that the contributions and continued dedication of our employees and Nonexecutive Directors are critical to the future growth and development of our Group. The TEE Land Performance Share Plan is a share-based incentive plan that will complement the TEE Land Employee Share Option Scheme (details of which are set out below) and form an integral part of our incentive compensation program. Similar to the TEE Land Employee Share Option Scheme, the objective of the TEE Land Performance Share Plan is to recognize the contribution of its participants (Plan Participants) so as to achieve greater growth for our Company. Unlike the options granted under the TEE Land Employee Share Option Scheme, the TEE Land Performance Share Plan is designed to reward the Plan Participants with the award comprising fully paid Shares, or the equivalent in cash or a combination of both (the Award), at the sole discretion of the Company. Awards granted under the TEE Land Performance Share Plan will vest only after the satisfaction of the prescribed service conditions as may be decided by the Company at the relevant point in time and/or according to the extent to which Plan Participants achieve their performance targets over set performance periods, as determined by the committee administering the TEE Land Performance Share Plan. The performance targets set are based on medium-term corporate objectives covering market competitiveness, quality of returns, business growth and productivity growth. Examples of performance targets to be set include targets based on criteria such as shareholders return, return on equity and EPS. By working toward and achieving their own performance targets, the Plan Participants would at the same time be indirectly assisting us in attaining our objectives and strategic business goals. We will have the flexibility to grant both time-based Awards and performance-based Awards to a Plan Participant concurrently. The TEE Land Performance Share Plan is currently primarily targeted at executives in key positions who are able to drive our growth through innovation, creativity and superior performance. These executives are those categorized by us as typically having the title of Director and above. A summary of the rules of the TEE Land Performance Share Plan is set out in Appendix H Rules of the TEE Land Performance Share Plan of this Prospectus. In deciding on an Award to be granted to a Plan Participant, the committee administering the TEE Land Performance Share Plan will also consider the compensation and/or benefits to be given to the Plan Participant under any concurrent share scheme implemented by us. The number of new Shares to be issued under the TEE Land Performance Share Plan and the TEE Land Employee Share Option Scheme will be subject to the existing maximum limit of 15% of our Companys total issued share capital (excluding treasury shares). TEE LAND EMPLOYEE SHARE OPTION SCHEME In conjunction with our listing on the Official List of the SGX-ST, we have adopted an Employee Share Option Scheme known as the TEE Land Employee Share Option Scheme which was approved by our Shareholders on 11 May 2013. Unless otherwise defined herein, all capitalized terms used in this section shall have the same meaning ascribed to it in either Appendix H Rules of the TEE Land Performance Share Plan or Appendix I Rules of the TEE Land Employee Share Option Scheme, as the case may be. The TEE Land Employee Share Option Scheme will provide eligible participants with an opportunity to participate in the equity of our Company and will motivate them toward better performance through increased dedication and loyalty. The TEE Land Employee Share Option Scheme, which forms an integral and important component of our compensation plan, is designed to primarily reward and retain employees whose services are vital to our success.

    - 143 -

    TEE LAND PERFORMANCE SHARE PLAN AND TEE LAND EMPLOYEE SHARE OPTION SCHEME
    As at the Latest Practicable Date, no Option has been granted under the TEE Land Employee Share Option Scheme. A summary of the rules of the TEE Land Employee Share Option Scheme is set out in Appendix I Rules of the TEE Land Employee Share Option Scheme of this Prospectus. The rationale for having the TEE Land Performance Share Plan in addition to the TEE Land Employee Share Option Scheme (collectively, the Schemes) is to give us greater flexibility in structuring marketcompetitive compensation packages of eligible participants and to provide an additional tool to motivate and retain staff members. Disclosures in Annual Report The following disclosures (as applicable) will be made by us in our annual report for so long as the Schemes continue in operation: (a) (b) the names of the members of the Committee administering the Schemes; in relation to the TEE Land Employee Share Option Scheme: (i) the information required in the table below for the following Participants: a. b. directors of the Company; and Participants, other than directors of the Company, who have received Shares, pursuant to the exercise of Options granted under the TEE Land Employee Share Option Scheme which, in aggregate represent five per cent. (5%) or more of the total number of Shares available under the TEE Land Employee Share Option Scheme;
    Name of Participant Options granted during financial year under review (including terms) Aggregate Options granted since commencement of TEE Land Employee Share Option Scheme to end of financial year under review Aggregate Options exercised since commencement of TEE Land Employee Share Option Scheme to end of financial year under review Aggregate Options outstanding as at end of financial year under review

    (ii)

    the number and proportion of Options granted at the following discounts to average market value of the Shares in the financial year under review: a. b. Options granted at up to 10% discount; and Options granted at between 10% but not more than 20% discount;

    (c)

    in relation to the TEE Land Performance Share Plan: (i) in respect of the following Participants: a. b. directors of the Company; and Participants, other than directors of the Company, who have received Shares pursuant to the vesting of the Awards granted under the TEE Land Performance Share Plan which, in aggregate, represent five per cent. (5%) or more of the aggregate of: i. the total number of new Shares issued or issuable under the TEE Land Performance Share Plan; and

    - 144 -

    TEE LAND PERFORMANCE SHARE PLAN AND TEE LAND EMPLOYEE SHARE OPTION SCHEME
    ii. the total number of existing Shares delivered or deliverable under the TEE Land Performance Share Plan,

    the following information: 1. 2. the name of the Participant; the aggregate number of Shares comprised in Awards which have been granted to such Participant during the financial year under review; the aggregate number of Shares comprised in Awards which have been granted to such Participant since the commencement of the TEE Land Performance Share Plan to the end of the financial year under review; the aggregate number of Shares comprised in Awards which have been issued and/or transferred to such Participants pursuant to the Vesting of Awards during the financial year under review and in respect of such Awards, the proportion of: a. b. new Shares issued; and existing Shares purchased for delivery, including the range of prices at which such Shares have been purchased, upon the release of the vested Awards;

    3.

    4.

    5.

    the aggregate number of Shares comprised in Awards which have not been released as at the end of the financial year under review; and the following particulars relating to Awards released under the TEE Land Performance Share Plan: a. number of new Shares issued to such Participant during the financial year under review; and the number of existing Shares transferred to such Participant during the financial year under review; and

    6.

    b.

    (d)

    such other information as may be required by the Listing Manual or the Companies Act.

    Administration of the Schemes The Committee, comprising the members of the Remuneration Committee and the Nominating Committee, is responsible for the administration of the Schemes. In compliance with the requirements of the Listing Manual, a participant of the Schemes who is a member of the Committee shall not be involved in its deliberations in respect of Options or Awards (as the case may be) to be granted or held by that member of the Committee. Participation of Executive Directors and employees of associated companies The extension of the Schemes to directors and employees of Group Associated Companies allows us to have a fair and equitable system to reward directors and employees who have made and who continue to make significant contributions to our long-term growth. We believe that the Schemes will enable us to attract, retain and incentivize such directors and employees, to encourage greater dedication and loyalty by enabling us to give recognition to past contributions and services as well as to motivate such directors and employees to contribute to our long-term growth.

    - 145 -

    TEE LAND PERFORMANCE SHARE PLAN AND TEE LAND EMPLOYEE SHARE OPTION SCHEME
    Financial effects of the Schemes

    Share Capital
    The Schemes will result in an increase in our Groups issued share capital when the Options are exercised into new Shares and when new Shares are issued to Participants pursuant to the grant of the Awards. This will in turn depend on, among others, the number of Shares comprised in the Options to be granted and the Awards to be vested, the respective vesting schedules under the Options and the Awards and in the case of Options, the prevailing market price of our Shares on the SGX-ST. However, with respect to the TEE Land Performance Share Plan, if existing Shares are purchased for delivery to Plan Participants in lieu of issuing new Shares to Plan Participants, there will be no impact on our Groups issued share capital.

    Net Tangible Assets


    Under the TEE Land Employee Share Option Scheme, the issue of new Shares upon the exercise of Options will increase our Groups consolidated NTA after non-controlling interests by the aggregate exercise price of the new Shares issued. On a per Share basis, the effect is accretive if the exercise price is above the NTA per Share after non-controlling interests but dilutive otherwise. As described below, the Schemes will result in a charge to our Groups profit and loss account equal to the market value at which the new Shares are issued. Accordingly, the consolidated NTA of our Group after non-controlling interests would decrease by the amount charged (after any adjustment for tax). Nonetheless, it should be noted that the delivery of Shares to Plan Participants is contingent upon the Plan Participants meeting prescribed performance targets and conditions. Accordingly, it would have resulted in significant added value to our Groups consolidated NTA after non-controlling interests before our Shares are delivered.

    Costs to our Group


    The grant of Options will have an impact on our Groups reported profit under the accounting rules in the SFRS, which is effective for financial periods beginning on or after a January 2005. It requires the recognition of an expense in respect of Options granted. The expenses will be based on the fair value of the Options at the date of grant (as determined by an option-pricing model) and will be recognized over the vesting period. In granting Awards under the TEE Land Performance Share Plan, the SFRS requires the fair value of employee services received in exchange for the grant of our Shares to be recognized as an expense. For equity settled share-based payment transactions, the total amount to be expensed in the income statement over the vesting period is determined by reference to the fair value of the each Share granted at the grant date and the number of Shares vested by the vesting date, with a corresponding increase in equity. Before the end of the vesting period, at each balance sheet date, the entity revises its estimates of the number of Shares that are expected to vest by the vesting date and recognizes the impact of this revision in the income statement with a corresponding adjustment to equity. After the vesting date, no adjustment to the income statement would be made. When new Shares are issued to participants, the share capital will increase. If existing Shares are purchased, as opposed to new Shares issued for delivery to participants, the Share Scheme will have no impact on our Companys share capital. The consolidated NTA will be decreased by the amount of expenses charged to the income statement if existing Shares are purchased. If new Shares are issued, there would be no effect on the consolidated NTA due to the offsetting effect of expenses recognized and increased share capital.

    - 146 -

    TEE LAND PERFORMANCE SHARE PLAN AND TEE LAND EMPLOYEE SHARE OPTION SCHEME
    During the vesting period, the consolidated EPS would be reduced by both the expense recognized and the potential ordinary shares to be issued under the Share Plan. NTA per Share would be diluted as a result of the reduced NTA if existing Shares are purchased or the increased share capital if new Shares are issued. We have made an application to the SGX-ST for permission to deal in and for quotation of our Shares which may be issued pursuant to the grant of Awards under the TEE Land Performance Share Plan or upon the exercise of the Options to be granted under the TEE Land Employee Share Option Scheme. The approval of the SGX-ST is not to be taken as an indication of the merits of our Group, our Subsidiaries, our Shares, the Invitation Shares or the issue of new Shares arising from the grant of Awards pursuant to the TEE Land Performance Share Plan or arising from the exercise of Options pursuant to the TEE Land Employee Share Option Scheme.

    - 147 -

    INTERESTED PERSON TRANSACTIONS AND POTENTIAL CONFLICT OF INTERESTS


    Interested Person Transactions and Potential Conflict of Interests In general, transactions between our Group and any of our Interested Persons (namely, our Directors, CEO or Controlling Shareholder of our Company and/or any of their Associates) would constitute Interested Person Transactions. Certain terms such as associate, control, controlling shareholder, entity at risk and interested person used in this section have the meanings as provided in the Listing Manual and in the SFR, unless the context specifically requires the application of the definitions in one or the other as the case may be. The following discussion on Interested Person Transactions (as defined in Chapter 9 of the Listing Manual) for FY2010, FY2011, FY2012 and for the period commencing 1 June 2012 up to the Latest Practicable Date (the Relevant Period ) is based on each member of our Group (namely, our Company and our Subsidiaries) being an entity at risk and with Interested Persons being construed accordingly. In line with the rules set out in Chapter 9 of the Listing Manual, a transaction which value is less than S$100,000 need not be taken into account for the purposes of aggregation in this section. Save as disclosed below and in the section entitled General Information on our Group Restructuring Exercise of this Prospectus, our Group does not have any material transactions with any Interested Person for the Relevant Period.

    Interested Persons
    Interested Person TEE International TEE Resources Pte. Ltd. TEE Management Pte. Ltd. (TEE Management) TEE M&E Engineering Sdn Bhd (TEE M&E) Relationship with our Group Our Controlling Shareholder A wholly owned subsidiary of TEE International A wholly owned subsidiary of Trans Equatorial (defined below) and an indirect wholly owned subsidiary of TEE International A company that is 60% owned by TEE International and 40% owned by PBT Engineering Sdn Bhd, which is in turn wholly owned by Trans Equatorial A wholly owned subsidiary of TEE International

    Trans Equatorial Engineering Pte. Ltd. (Trans Equatorial) Trans Equatorial Indochina Co., Ltd (Trans Indochina) PBT Engineering Pte. Ltd. (PBT Engineering) LBW Consultants LLP

    A company that is 49% owned by Trans Equatorial

    A wholly owned subsidiary of TEE International

    A company providing civil and structural engineering consultancy services, in which Er. Dr. Lee Bee Wah, our Independent Non-Executive Chairman is the principal partner

    Past Interested Person Transactions Details of the past transactions between our Group and Interested Persons which are material in the context of the Invitation for the Relevant Period are set out below.

    Sale of properties to our Directors and/or their Associates and Associates of our Controlling Shareholder
    During the Relevant Period, we sold various properties from our property development projects to our Directors and Associates of TEE International, our Controlling Shareholder.

    - 148 -

    INTERESTED PERSON TRANSACTIONS AND POTENTIAL CONFLICT OF INTERESTS


    The details of such sale are as follows:
    Date of purchase 29 December 2010 31 May 2011 17 October 2011 17 October 2011 5 December 2011 25 April 2012
    Notes: (1) (2) (3) (4) This is equivalent to S$83,946 based on the exchange rate of S$1 : THB23.3157 on the date of purchase. Ms. Saw Bee Choo is the sibling of our Non-Executive Director, Ms. Saw Chin Choo. Mr. Phua Chian Kin is the group chief executive and managing director of TEE International, our Controlling Shareholder. Mr. Phua Boon Kin is the sibling of Mr. Phua Chian Kin, as well as an executive director of TEE International, our Controlling Shareholder.

    Description of property Chewathai Ramkhamhaeng 448@East Coast Rezi26 Rezi26 The Boutiq 91 Marshall

    Purchase price THB1,957,266(1) S$627,000 S$507,900 S$851,600 S$1,710,000 S$826,000

    Purchaser Mr. Boon Choon Kiat Ms. Saw Chin Choo Ms. Saw Bee Choo(2) Mr. Phua Chian Kin(3) Mr. Phua Boon Kin(4) Er. Dr. Lee Bee Wah

    These transactions were not conducted on an arms length basis as they were undertaken at discounts of between 3% to 5% to the list price, which were offered to all Directors, Associates of Directors and Associates of our Group. Following our Listing, we may continue to sell properties from our property development projects to our Interested Persons. We would, in respect of such transactions, comply with the review procedures for interested person transactions as set out in the section entitled Interested Person Transactions and Potential Conflict of Interests Review Procedures for Future Interested Person Transactions.

    Transactions with Interested Persons


    The details of past transactions between our Group and Interested Persons which are material in the context of the Invitation for the Relevant Period are as follows:
    1 June 2012 to the Latest Practicable Date

    (S$000) Purchase of a 49% shareholding interest in Chewathai from Trans Equatorial(1) Transfer of loan receivable from Trans Equatorial(2) Management fees (in connection with the workers dormitory) charged by PBT Engineering Rental from Trans Equatorial Construction services obtained from PBT Engineering for Cantiz@Rambai Project management fees charged by TEE Management Business strategy and operational expertise services obtained from TEE International Reimbursements of payroll costs

    FY2010

    FY2011 3,730

    FY2012

    5,305

    25

    25

    11

    2,596

    372 880

    90

    66

    17

    37

    64

    62

    90

    199

    375

    - 149 -

    INTERESTED PERSON TRANSACTIONS AND POTENTIAL CONFLICT OF INTERESTS


    Notes: (1) The consideration for the 49% shareholding interest in Chewathai was S$3.730 million, which was based on Trans Equatorials cost of investment in Chewathai as at 1 March 2011. This transaction occurred as a result of the purchase of a 49% shareholding interest in Chewathai from Trans Equatorial. The consideration for the transfer of loan receivable from Trans Equatorial was S$5.305 million, which was based on the carrying amount in the accounts of Trans Equatorial as at 1 March 2011.

    (2)

    Purchase of a 49% shareholding interest in Chewathai from Trans Equatorial and transfer of loan receivable from Trans Equatorial
    In FY2011, our Group purchased 979,993 shares, representing approximately 49% of the issued share capital of Chewathai from Trans Equatorial to streamline the property development business activities within our Group. The purchase of a 49% shareholding interest in Chewathai and the resulting transfer of loan receivable was conducted on an arms length basis, as the consideration was based on the net asset value of Chewathai.

    Management fees (in connection with the workers dormitory) charged by PBT Engineering
    Pursuant to a management service agreement dated 1 June 2009, PBT Engineering provided services in relation to the management of a workers dormitory (where Trans Equatorial was awarded the construction project of a workers dormitory by Marina Bay Sands) to our Group, based on a management fee of S$25,200 per annum. As a result of Trans Equatorial constructing the workers dormitory, our Group obtained the opportunity of managing the workers dormitory from Marina Bay Sands (which was subsequently outsourced to PBT Engineering). The management service agreement was terminated on 1 September 2011. As our Group had not obtained alternative fee quotes for the provision of such management services, the management fee paid was not on an arms length basis but was beneficial to our Group because the Company was then at its teething stage and it needed the project management expertise and services from PBT Engineering.

    Rental from Trans Equatorial


    During the Relevant Period, Trans Equatorial paid rental to our Group for housing their workers in the workers dormitory at Marina Bay Sands. The rental paid for by each of the workers was on an arms length basis as this was comparable with the rental amount charged to other workers who stayed at the same premise.

    Construction services obtained from PBT Engineering for Cantiz@Rambai


    During the Relevant Period, we conducted a tender exercise for the construction of Cantiz@Rambai whereby PBT Engineering participated in the tender and was awarded the contract. The fees for the construction services obtained from PBT Engineering were on an arms length basis as it represented the lowest quote obtained from the tender exercise. The project was completed on 5 May 2011.

    Project management services obtained from TEE Management


    During the Relevant Period, TEE Management charged our Group management fees pursuant to its appointment as project management consultant for our property development project at 31 and 31A Dunsfold Drive. Such management fees were not on an arms length basis as no comparable quotes were obtained.

    Business strategy and operational expertise services obtained from TEE International
    During the Relevant Period, TEE International provided business strategy and operational expertise services to our Group. As we are unable to obtain market quotations from other external third parties due to the nature of such project management provided by TEE International, it cannot be determined whether such transactions were carried out on an arms length basis.

    - 150 -

    INTERESTED PERSON TRANSACTIONS AND POTENTIAL CONFLICT OF INTERESTS


    Reimbursements of payroll costs by Trans Equatorial
    During the Relevant Period, Trans Equatorial managed the payroll function of our Group. Our Group reimbursed Trans Equatorial for all salaries and related costs on an actual basis. There were no fees charged by Trans Equatorial for managing the payroll function of our Group. Our Group does not intend to enter into any transactions of the above nature with the Interested Persons in the future, following our Listing. In the event that we do so, such transactions will be conducted in accordance with the review procedures for interested person transactions as set out in the section entitled Interested Person Transactions and Potential Conflict of Interests Review Procedures for Future Interested Person Transactions of this Prospectus.

    Provision of corporate guarantees to our Subsidiaries


    TEE International, our Controlling Shareholder, provided corporate guarantees to secure our Groups obligations under certain credit facilities, details of which are set out below:
    Amount/limit of facilities granted (S$000) 6,224

    Subsidiary/ Financial institution TEE Development/ Singapura Finance Ltd

    Type of facilities Land loan and construction loan

    Interest rate At 2.125% below the banks prevailing base lending rate (currently at 6.625% per annum) from time to time At 1.875% below the banks prevailing base lending rate from time to time

    Amount guaranteed (S$000) 6,224

    TEE Realty/ Singapura Finance Ltd

    Land loan and construction loan

    7,210

    7,210

    The largest outstanding amount guaranteed by TEE International, our Controlling Shareholder, during the Relevant Period, based on month-end balances, was approximately S$13.4 million. As at the Latest Practicable Date, the corporate guarantees have been fully discharged. As no fee was paid to TEE International, our Controlling Shareholder, for the provision of the above corporate guarantees, the above arrangements were not carried out on an arms length basis, but were beneficial to our Group.

    Loans from TEE Development to Chewathai


    During FY2012, TEE Development provided a loan to Chewathai for the acquisition of shares in Global Environmental Technology Co., Ltd.. In line with the objective of the Restructuring Exercise to consolidate only the property development businesses into our Group, Chewathai transferred its entire equity interests in Global Environmental Technology Co., Ltd., which is engaged in the water treatment business, in the following proportion: (i) 49% of such equity interests to TEE Resources Pte. Ltd. (a wholly-owned subsidiary of TEE International); and (ii) 51% of such equity interests to Chartchewa Co. Ltd.. The loan was accordingly reclassified to other receivables from TEE Resources Pte. Ltd.. The loan carried an interest rate of 7% per annum. Details of the loan balance during the Relevant Period were as follows:
    As at the Latest Practicable Date 1,804 Largest amount outstanding for Relevant Period 1,804

    FY2010 Loan amount (S$000)

    FY2011

    FY2012 1,449

    - 151 -

    INTERESTED PERSON TRANSACTIONS AND POTENTIAL CONFLICT OF INTERESTS


    The largest amount due to our Group during the Relevant Period was S$1.8 million, based on month-end balances. As at the Latest Practicable Date, the aggregate outstanding amount was S$1.8 million. The transaction was on an arms length basis as the interest rate charge for such loan was comparable with prevailing market rates. On 15 May 2013, the outstanding loan balance of S$1.8 million was offset in full against an aggregate amount owing by our Group to TEE International, our Controlling Shareholder. We do not intend to enter into such transactions with the Interested Persons after our listing on the Official List of the SGX-ST.

    Receivables from PBT Engineering


    During the Relevant Period, there were receivables from PBT Engineering arising from the operation of the workers dormitory at Marina Bay Sands. These receivables were unsecured, interest-free and repayable on demand. Details of the receivables during the Relevant Period were as follows:
    As at the Latest Practicable Date 246 Largest amount outstanding for Relevant Period 246

    FY2010 Receivables amount (S$000) 246

    FY2011 246

    FY2012 246

    The largest amount due to our Group during the Relevant Period was S$0.3 million, based on month-end balances. As at the Latest Practicable Date, the outstanding amount was S$0.3 million. The transaction was not on an arms length basis but was not prejudicial to our Group. On 15 May 2013, the outstanding loan balance of S$0.3 million was offset in full against an aggregate amount owing by our Group to TEE International, our Controlling Shareholder. We do not intend to enter into such transactions with the Interested Persons after our listing on the Official List of the SGX-ST. Present and On-going Interested Person Transactions Details of the present and on-going transactions between our Group and Interested Persons which are material in the context of the Invitation for the Relevant Period are set out below.

    Provision of corporate guarantees to our Subsidiaries


    As at the Latest Practicable Date, TEE International, our Controlling Shareholder, has provided corporate guarantees to secure our Groups obligations under certain credit facilities, details of which are set out below:
    Borrowing Subsidiary/ Financial institution Development 83/ Oversea-Chinese Banking Corporation Limited Amount/limit of facilities granted (000) S$30,171 Amount guaranteed (000) S$31,838 Amount owing (000) S$18,999

    Type of facilities Land loan I, II, III, construction loan, bankers guarantees I and II and development charge loan Land loan, construction loan, bankers guarantees and specific advance facility

    Interest rates 1.60% per annum over the banks prevailing cost of funds as determined by the bank for interest periods of 1, 2, 3, or 6 months 1.75% per annum over the banks prevailing cost of funds as determined by the bank for interest periods of 1, 2, 3, or 6 months for the land loan, construction loan and 2% per annum over the banks prevailing cost of funds for interest periods of 1, 2, 3, or 6 months for the specific advance facility

    TEE Realty/ Oversea-Chinese Banking Corporation Limited

    S$12,807

    S$15,557

    S$9,114

    - 152 -

    INTERESTED PERSON TRANSACTIONS AND POTENTIAL CONFLICT OF INTERESTS


    Amount/limit of facilities granted (000) S$1,500

    Borrowing Subsidiary/ Financial institution TEE Realty/Hong Leong Finance Limited

    Type of facilities Working capital loan

    Interest rates 0.25% per annum below banks prevailing enterprise base rate (currently 4.75% per annum) on daily balance or such other rate or rates as may be determined by the bank at their absolute discretion from time to time 1.80% per annum over the banks cost of funds or 1.80% per annum over the applicable swap offer rate as determined by the bank on the day of the transaction, whichever is the higher; or at such other rate at the sole discretion of the bank for interest periods of 1, 2, 3, or 6 months Land loan, construction loan and development charge loan at 1.50% per annum over the banks cost of funds or 1.80% per annum over the applicable swap offer rate as determined by the bank on the day of the transaction, whichever is the higher; or at such other rate at the sole discretion of the bank for interest periods of 1, 2, 3, or 6 months Money market loan at 1.80% per annum over the banks cost of funds or 1.80% per annum over the applicable swap offer rate as determined by the bank on the day of the transaction, whichever is the higher; or at such other rate at the sole discretion of the bank for interest periods of 1, 2, 3, or 6 months

    Amount guaranteed (000) S$1,500

    Amount owing (000) S$1,500

    Development 72/ United Overseas Bank

    Land loan, construction loan and development charge loan

    S$21,485

    S$21,485

    S$12,950

    TEE Homes/ United Overseas Bank

    Land loan, construction loan, development charge loan and money market loan

    S$16,412

    S$16,412

    S$12,712

    - 153 -

    INTERESTED PERSON TRANSACTIONS AND POTENTIAL CONFLICT OF INTERESTS


    Amount/limit of facilities granted (000) S$11,288

    Borrowing Subsidiary/ Financial institution TEE Development/ Hong Leong Finance Limited

    Type of facilities Land loan, state land loan, development charge loan, construction loan and working capital loan I and II

    Interest rates

    Amount guaranteed (000)

    Amount owing (000) S$9,135

    Interest for land S$11,288(1) loan, state land loan, development charge loan and construction loan at 0.7% per annum below banks prevailing enterprise base rate (currently 3.8% per annum) on daily balance or such other rate or rates as may be determined by the bank at their absolute discretion from time to time Interest for working capital loan I at 0.5% per annum below the banks prevailing enterprise base rate (currently 4.0% per annum) on daily balance or such other rate or rates as may be determined by the bank at their absolute discretion from time to time Interest for working capital loan II at 0.75% per annum below the banks prevailing enterprise base rate (currently 4.75% per annum) on daily balance or such other rate or rates as may be determined by the bank at their absolute discretion from time to time

    TEE Development/ DBS Bank Limited TEE Resources/ Malaysian Building Society Berhad

    Land loan and construction loan Term loan 1&2

    S$18,360

    1.2% per annum over the banks swap offer rate 0.75% per annum plus the banks estimated cost of funds, calculated on monthly rest basis (prevailing estimated cost of funds is 6.60% per annum and is subject to change)

    S$18,360(2)

    S$13,519

    RM25,500

    RM25,500

    RM22,500

    Notes: (1) (2) The amount guaranteed by TEE International, our Controlling Shareholder, is based on the effective shareholding interest it holds in the property development project The Peak @ Cairnhill I, i.e. 27%. The amount guaranteed by TEE International, our Controlling Shareholder, is based on the effective shareholding interest it holds in the property development project The Peak @ Cairnhill II, i.e. 27%.

    - 154 -

    INTERESTED PERSON TRANSACTIONS AND POTENTIAL CONFLICT OF INTERESTS


    The largest outstanding amount guaranteed by our Controlling Shareholder, TEE International, during the Relevant Period, based on month-end balances, was approximately S$126.7 million. As at the Latest Practicable Date, the aggregate outstanding amount secured was S$126.7 million. Following our Listing, we intend to (a) request the respective financial institutions to release the above corporate guarantees provided by TEE International and novate the corporate guarantees to our Group and/or (b) secure alternative bank facilities on terms similar to those applicable to our existing facilities or on terms acceptable to us. TEE International has undertaken to continue to provide the aforesaid corporate guarantees to the financial institutions in the event that these financial institutions do not agree to the release of the corporate guarantees. In the event that TEE International continues to provide the aforesaid corporate guarantees to the financial institutions, our Group will pay a fee based on the then prevailing interest charged by third party financial institutions on the amount guaranteed to TEE International for the provision of the above corporate guarantees. As the fee will be based on the then prevailing interest charged by third party financial institutions, such transactions will be on an arms length basis. The Audit Committee will review and approve the terms of such fee payments (which will be based on the then prevailing interest charged by third party financial institutions on the amount guaranteed), if any.

    Transactions with Interested Persons


    The details of present and on-going transactions between our Group and Interested Persons which are material in the context of the Invitation for the Relevant Period are as follows:
    1 June 2012 to the Latest Practicable Date 24

    (S$000) Rental expenses charged by TEE International Group Management, corporate and consultancy services Advances from TEE M&E

    FY2010 4

    FY2011 5

    FY2012 10

    18

    26

    45

    51

    1,044

    378

    Rental expenses for office premises


    Our Group occupied the property at Blk 2024 Bukit Batok Street 23, #03-26 Singapore 659529 as office premises during the Relevant Period. As the rental expenses were based on the prevailing rental rates for comparable premises, the rental expenses charged were on an arms length basis. In connection with the Listing, our Group has entered into respective lease agreements to lease office premises from TEE International Group for our Singapore and Malaysia offices at a monthly rental of S$1,917 and RM750, respectively, which is based on the current prevailing rental rates for comparable premises. As the rental expenses were based on the prevailing rental rates for comparable premises, the rental expenses paid were on an arms length basis. Such terms will be subject to annual review by the Audit Committee.

    Management, corporate and consultancy services


    Our Group obtained corporate support services from the TEE International Group, including administration, accounting services and corporate secretarial services. As we are unable to obtain market quotations from other third parties due to the nature of the transaction, it cannot be determined whether such transaction was carried out on an arms length basis. As such, our Directors are of the view that such transaction was not conducted on an arms length basis, but was beneficial to our Group.

    - 155 -

    INTERESTED PERSON TRANSACTIONS AND POTENTIAL CONFLICT OF INTERESTS


    In connection with the Listing, our Company has entered into a management services agreement dated 15 May 2013 with TEE International, under which TEE International will provide certain management and administration services to our Company. The fees payable to TEE International under the management services agreement will be at a fixed rate of S$10,500 per month, comprising: (i) S$4,500 per month for the provision of personnel as and when required in Vietnam; and (ii) S$6,000 per month for the provision of centralized administration, information technology and human resources services. Concurrently, our Group will also provide consultancy services, including business development and strategic planning, to TEE International in Thailand, on a reimbursement basis. The management services agreement will take effect from the date of the Listing. Our Company entered into the management services agreement, after taking into consideration cost savings in operating expenses and to minimise duplication of the functions. The management services agreement was not entered into on an arms length basis, but is beneficial to our Group. The terms and fees payable pursuant to the management services agreement will be subject to annual review by the Audit Committee.

    Advances from TEE M&E


    During FY2012, TEE M&E had provided advances to our Group for our property development business in Malaysia as part of our Groups start up expenses and property development activities because our Group did not have any operational presence in Malaysia in FY2012. As no interest was charged on the advances from TEE M&E, the advances were not granted on an arms length basis, but were beneficial to our Group. The Company intends to repay such advances from (i) internal cash flows and (ii) part of the net proceeds to be raised by our Company from the issue of the Invitation Shares. As at the Latest Practicable Date, our Group does not intend to continue to borrow from TEE M&E in the future. Following our Listing, in the event that there are such present and on-going transactions between our Group and Interested Persons, the transactions will be conducted in accordance with the review procedures for interested person transactions as set out in the section entitled Interested Person Transactions and Potential Conflict of Interests Review Procedures for Future Interested Person Transactions of this Prospectus.

    Loans and advances from TEE International, our Controlling Shareholder


    From time to time, TEE International, our Controlling Shareholder, provides loans and advances to our Group, which were unsecured, interest-free and repayable on demand during the Relevant Period as follows:
    As at the Latest Practicable Date 77,776 Largest amount outstanding for Relevant Period 78,003

    FY2010 Loan/Advances amount (S$000) 36,059

    FY2011 58,015

    FY2012 65,781

    The largest amount due to TEE International, our Controlling Shareholder, during the Relevant Period was approximately S$78.0 million, based on month-end balances. As at the Latest Practicable Date, the aggregate outstanding amount was approximately S$77.8 million. The transactions were not on an arms length basis as TEE International did not receive any interest for the loans and advances provided. The loans and advances were provided for the purposes of financing our property development business. Pursuant to the Restructuring Exercise, S$63.0 million of such loans and advances has been capitalized. We intend to utilize up to S$15.0 million of the proceeds from the Invitation to repay the balance of the outstanding and advances to TEE International, our Controlling Shareholder.

    - 156 -

    INTERESTED PERSON TRANSACTIONS AND POTENTIAL CONFLICT OF INTERESTS


    Upon repayment of the loans and advances, our Group does not intend to enter into any transactions of the above nature with TEE International, our Controlling Shareholder, after our listing on the Official List of the SGX-ST. In the event that we do so, such transactions will be conducted in accordance with the review procedures for interested person transactions as set out in the section entitled Interested Person Transactions and Potential Conflict of Interests Review Procedures for Future Interested Person Transactions.

    Civil and structural engineering consultancy services provided by LBW Consultants LLP
    We have obtained civil and structural engineering consultancy services from LBW Consultants LLP for some of our property development projects. The aggregate amounts charged by LBW Consultants LLP for the Relevant Period are as follows:
    1 June 2012 to the Latest Practicable Date 57

    (S$000) Consultancy fees

    FY2010

    FY2011

    FY2012 45

    As tenders/quotations were called/obtained for the provision of civil and structural engineering consultancy services for our property development projects, the consultancy fees charged were on an arms length basis. LBW Consultants LLP has also been engaged to provide civil and structural engineering consultancy services for certain of our Groups on-going property development projects. The aggregate sum of estimated payments to be made to LBW Consultants LLP, based on the relevant shareholding proportion held by the Company in the respective Subsidiaries and Associated Companies, would amount to less than S$100,000 for each financial year. Save for the provision of civil and structural engineering services to our Group, Er. Dr. Lee Bee Wah has no other business relationship with our Group. In line with the guidelines relating to the independence of directors as set out in the Code of Corporate Governance, Er. Dr. Lee is considered independent. In the event that our Group enters into such transactions, such transactions will be conducted in accordance with the review procedures for interested person transactions as set out in the section entitled Interested Person Transactions and Potential Conflict of Interests Review Procedures for Future Interested Person Transactions. In addition, Er. Dr. Lee has undertaken to abstain from attending meetings relating to, and voting on any board resolutions that relate to, the selection and/or engagement of civil and/or structural engineering consultants by our Group where LBW Consultants LLP has submitted a tender/quotation for the relevant property development projects. Other Transactions In view of TEE Internationals historical association with our Group as our Controlling Shareholder and for the purposes of full disclosure to investors, on-going transactions which are considered material to the operations of our business and which were carried out between our Group and TEE International (the Other Transactions) but which do not fall within the ambit of the definition of an Interested Person Transaction under Chapter 9 of the Listing Manual are set out below.

    Transactions between our Group and TEE International, our Controlling Shareholder Provision of corporate guarantees to our Associated Companies
    As at the Latest Practicable Date, TEE International, our Controlling Shareholder, has provided corporate guarantees to secure our Associated Companies obligations under certain credit facilities.

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    INTERESTED PERSON TRANSACTIONS AND POTENTIAL CONFLICT OF INTERESTS


    As these corporate guarantees were in connection with joint ventures undertaken by our Group, where our Group does not have control over the Associated Companies and/or the property development project(s), it would not fall within the ambit of the definition of an Interested Person Transaction under Chapter 9 of the Listing Manual. The details of the corporate guarantees are as follows:
    Amount/limit of facilities granted(1) (000) S$24,560

    Associate/ Financial institution Unique Development/ United Overseas Bank

    Type of facilities Banking facility

    Interest rate Swap rate (1, 2, 3 or 6 months, or such other period agreed to by the bank) plus 2.3% per annum, payable quarterly in arrears at the end of the interest period selected 1.25% per annum above the banks cost of funds for interest periods of 1, 2, 3 or 6 months 1.6% per annum over the banks swap offer rate and for interest periods of 1, 2, 3 or 6 months

    Amount guaranteed(1) (000) S$25,758

    Amount owing(1) (000) S$17,120

    Residenza/ Malayan Banking Berhad

    Banking facility

    S$11,091

    S$11,091

    S$7,520

    Unique Realty/ United Overseas Bank

    Banking facility

    S$22,400

    S$22,400

    S$14,900

    Unique Capital/ CIMB Bank Berhad

    Banking facility

    S$1,600

    At 1.50% per annum S$1,600 above the lenders 1 month cost of funds. 1 month cash of funds rate shall be revised every 1 month and the first 1 month period shall start on the commencement date. The first 1 month cost of funds rate shall be based on the 1 month cost of funds rate as at the last business day before the commencement date 2% per annum over the banks prevailing cost of funds as determined by the bank for interest periods of 1, 2, 3, 6, 9 and 12 months S$5,556

    S$1,457

    Unique Consortium/ Oversea-Chinese Banking Corporation Limited

    Banking facility

    S$5,556

    S$4,711

    - 158 -

    INTERESTED PERSON TRANSACTIONS AND POTENTIAL CONFLICT OF INTERESTS


    Amount/limit of facilities granted(1) (000) S$13,236

    Associate/ Financial institution Unique Consortium/ United Overseas Bank, Bank of East Asia, Singapore Branch and Hong Leong Finance Limited

    Type of facilities Banking facility

    Interest rate 1.875% over weighted average of the lenders cost of funds as determined by the lender or at such other rate determined at the sole discretion of the lender 1.75% per annum over the banks prevailing cost of funds for interest periods of 1, 2, 3 or 6 months

    Amount guaranteed(1) (000) S$13,236

    Amount owing(1) (000) S$10,657

    Development 26/ Oversea-Chinese Banking Corporation Limited

    Banking facility

    S$17,501

    S$17,501

    S$12,641

    Chewathai/ United Overseas Bank

    Banking facility

    THB123,480 1.75% per annum below the banks minimum loan rate prevailing from time to time S$14,735 1.75% over cost of funds of the bank for terms of 1, 2, 3 or 6 months 1.75% per annum over the banks prevailing cost of funds for interest periods of 1, 2, 3 or 6 months

    THB123,480

    THB89,219

    Unique Commercial/ Malaysian Banking Berhad

    Banking facility

    S$14,735

    S$10,570

    Development 32/ Oversea-Chinese Banking Corporation Limited

    Banking facility

    S$14,730

    S$14,730

    S$7,628

    Note: (1) The amounts listed have been pro-rated based on the shareholding interest of our Associates.

    The largest outstanding amount guaranteed by TEE International, our Controlling Shareholder, during the Relevant Period, based on month-end balances, was approximately S$131.8 million. As at the Latest Practicable Date, the aggregate outstanding amount secured was S$131.8 million. Following our Listing, we intend to (a) request the respective financial institutions to release the above corporate guarantees provided by TEE International and novate the corporate guarantees to our Group and/or (b) secure alternative bank facilities on terms similar to those applicable to our existing facilities or on terms acceptable to us. TEE International has undertaken to continue to provide the aforesaid corporate guarantees to the financial institutions in the event that these financial institutions do not agree to the release of the corporate guarantees.

    - 159 -

    INTERESTED PERSON TRANSACTIONS AND POTENTIAL CONFLICT OF INTERESTS


    In the event that TEE International continues to provide the aforesaid corporate guarantees to the financial institutions, our Group will pay a fee (to be apportioned based on our shareholding interest of our Associates) based on the then prevailing interest charged by third party financial institutions on the amount guaranteed to TEE International for the provision of the above corporate guarantees. As the fees will be based on the then prevailing interest charged by third party financial institutions for security instruments, such fees will be on an arms length basis. The Audit Committee will review and approve the terms of such fee payments (which will be based on the then prevailing interest charged by third party financial institutions on the amount guaranteed), if any. The Audit Committee shall also ensure that all interested person transactions comply with the provisions in Chapter 9 of the Listing Manual, and if required, we will seek independent Shareholders approval for such transactions.

    Lease of office premises for our Thai office from Trans Indochina
    To carry out our operations in Thailand, Chewathai leases an office premise at 1168/79-80 Lumpini Tower, 27th Floor, Unit D, Thungmahamek Sub-District, Sathorn District, Bangkok, Thailand from Trans Indochina. The rental rates during the Relevant Period are as follows:
    1 June 2012 to the Latest Practicable Date 92

    (S$000) Rental expenses

    FY2010 60

    FY2011 60

    FY2012 82

    As the rental rates paid by Chewathai were based on the prevailing rental rates for comparable premises, the rental rates were on an arms length basis. Following our listing on the Official List of the SGX-ST, such transactions will be conducted in accordance with the review procedures for interested person transactions as set out in the section entitled Interested Person Transactions and Potential Conflict of Interests Review Procedures for Future Interested Person Transactions of this Prospectus. Review Procedures for Future Interested Person Transactions To ensure that all future Interested Person Transactions are on an arms length basis, that is, that the transactions are transacted on terms and prices not more favourable to the Interested Person than if they were transacted with a third party and our Company and minority shareholders have not been disadvantaged, the following review procedures will be implemented by our Group: (a) all Interested Person Transactions (either individually or as part of a series or if aggregated with other transactions involving the same Interested Person during the same financial year) below S$100,000 will not require the approval of the Audit Committee; all Interested Person Transactions (either individually or as part of a series or if aggregated with other transactions involving the same Interested Person during the same financial year) exceeding S$100,000 and below or equal to 3.0% of the last audited NTA value of our Group will not require approval of the Audit Committee prior to such transactions being entered into, but will require approval by a Director who has no interest in the transaction (likely to be the Executive Director and Finance Director, Mr. Boon Choon Kiat and/or the Independent Directors and/or Dato Paduka Timothy Ong); all Interested Person Transactions (either individually or as part of a series or if aggregated with other transactions involving the same Interested Person during the same financial year) in excess of 3.0% of the last audited NTA value of our Group will be reviewed by and will require approval by the Audit Committee prior to such transactions being entered into;

    (b)

    (c)

    - 160 -

    INTERESTED PERSON TRANSACTIONS AND POTENTIAL CONFLICT OF INTERESTS


    (d) in respect of all Interested Person Transactions, we shall adopt the following review procedures: when purchasing from or procuring services from Interested Persons, we shall take into account the prices and terms of at least two other comparative offers from third parties (where possible), contemporaneous in time. The purchase price or procurement price, as the case may be, shall not be higher than the most competitive price of the two comparative offers from third parties. In determining the most competitive purchase price or procurement price, as the case may be, we may take into consideration all pertinent factors, including but not limited to the nature of the project, the reliability, the cost, creditworthiness, expertise, the delivery time and the track record; when renting properties from or to Interested Persons, we shall take appropriate steps to ensure that such rent is commensurate with prevailing market rates, including adopting measures such as making relevant enquiries with landlords of similar properties. The rent payable shall be based on the most competitive market rental rates of similar properties in terms of size and location, based on the results of the relevant enquiries; when selling products or providing services to Interested Persons (save for when selling any units of property projects to an Interested Person or a relative of a Director, CEO or Controlling Shareholder), the prices or the fees and terms of at least two other successful transaction of a similar nature with third parties (where possible) will be used as comparison to ensure that the interests of our minority Shareholders are not disadvantaged. The sale price shall not be lower than lowest sale price or fee of the other two successful transactions with third parties; and where it is not possible to compare against the terms of other transactions with noninterested persons and given that the products and/or services may be rendered and/or purchased only from an Interested Person, the interested person transaction will be approved by a Director and the Financial Controller or an officer of equivalent rank of the relevant company in our Group, who has no interest in the transaction, in accordance with our Groups usual business practices and policies. In determining the transaction price payable to the interested person for such products and/or services, factors such as, but not limited to, quantity, requirements and reliability will be taken into account. In addition to the above review procedures, when selling any units of property projects to an Interested Person or a relative of a Director, CEO, or Controlling Shareholder, we shall comply with Rules 910 to 914 of the Listing Manual as follows: (a) announce the sale or proposed sale within two weeks for local property projects or immediately for non-local property projects (Announcement); state the name of the project, the name of each purchaser, the unit number, the sale price and the percentage discount given in such Announcements; the selling prices shall be within the range of discounts provided to our Groups Directors, employees and/or their associates in accordance with our usual business practices and policies; our Directors must be satisfied that the terms of the sale(s) are not prejudicial to the interests of our Company and our minority Shareholders, and our Audit Committee must review and approve the sale(s) and satisfy itself that the number and terms of the sale(s) are fair and reasonable and not prejudicial to the interest of our Company and our minority Shareholders; and where Shareholders approval is required, it shall be obtained within six (6) weeks of the date of the sale or proposed sale and the relevant Interested Persons and their nominees shall abstain from voting on all resolutions to approve the sales or proposed sales.

    (b)

    (c)

    (d)

    (e)

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    INTERESTED PERSON TRANSACTIONS AND POTENTIAL CONFLICT OF INTERESTS


    We intend to prepare relevant information (such as pricing guidelines, pricing for similar existing customers and quotations obtained from third-party suppliers) to assist our Audit Committee in its review of all Interested Person Transactions. Before any agreement or arrangement that is not in our ordinary course of business is transacted, prior approval must be obtained from our Audit Committee. In the event that a member of the Audit Committee is interested in any Interested Person Transaction, he will abstain from reviewing that particular transaction. Any decision to proceed with such an agreement or arrangement will be recorded for review by the Audit Committee. We shall maintain a register to record all Interested Person Transactions which are entered into by our Group, including any quotations obtained from non-interested person to support the terms of the interested person transactions. Our Audit Committee shall review the Interested Person Transactions at least on a quarterly basis to ensure that all Interested Person Transactions are carried out on an arms length basis and in accordance with the procedures outlined above. Furthermore, if during these periodic reviews, our Audit Committee believes that the review procedures as stated above are not sufficient to ensure that the interests of minority Shareholders are not prejudiced, we will adopt new guidelines and procedures. The Audit Committee may request for an independent financial advisers opinion as it deems fit. The Audit Committee shall ensure that all Interested Person Transactions comply with the provisions in Chapter 9 of the Listing Manual, and if required, we will seek independent Shareholders approval for such transactions. In accordance with Rule 919 of the Listing Manual, Interested Persons and their associates shall abstain from voting on resolutions approving Interested Person Transactions involving themselves and our Group. In addition, such Interested Persons shall not act as proxies in relation to such resolutions unless specific instructions as to voting have been given by the Shareholder(s). Our Board of Directors will ensure that all Interested Person Transactions will be subject to the disclosure requirements of the Listing Manual, and will be subject to Shareholders approval if deemed necessary under the provisions of the Listing Manual. We will disclose in our annual report the aggregate value of Interested Person Transactions conducted during the financial year. Potential Conflict of Interests In general, a conflict of interest arises when any of our Directors, Controlling Shareholders or their Associates is carrying on or has any interest in any other corporation carrying on the same business as our Group. We summarize below the potential conflict of interests which may arise between us and any of our Directors, Controlling Shareholder or their respective Associates.

    Interests of our Directors, Controlling Shareholders or their Associates Non-competition undertaking of TEE International, our Controlling Shareholder
    TEE International, our Controlling Shareholder, is a company incorporated under the laws of Singapore and is listed on the Official List of the SGX-ST. Save as described in this section, upon completion of the Restructuring Exercise, TEE International, our Controlling Shareholder will not be involved in the business of property development and will focus on its engineering business. As the TEE International Group is involved in, and will continue to undertake, the engineering business, which is engaged in the fulfilment of tenders awarded by private and government organizations relating to infrastructure, construction, addition and alteration and large scale mechanical and engineering projects, its network of property developer contacts may, from time to time, present TEE International with opportunities to invest in property development projects.

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    INTERESTED PERSON TRANSACTIONS AND POTENTIAL CONFLICT OF INTERESTS


    To mitigate the potential conflicts of interest that may arise from the above-mentioned investment opportunities, TEE International, our Controlling Shareholder, has provided a non-competition undertaking to our Company, which will be legally enforceable by our Company pursuant to the terms and conditions thereunder, that effective immediately upon the Listing and for so long as TEE International remains a Controlling Shareholder of our Company: (a) subject to paragraphs (d) to (g) below, it will not, and shall procure that other members of the TEE International Group will not, directly or indirectly, carry on, be engaged in or be interested in any business that is in competition with the business of our Group (such business of our Group, the Business of the Group). For the avoidance of doubt, the Business of the Group shall refer to the carrying on of business in property development; (b) subject to paragraphs (d) to (g) below, it will not, and shall procure other members of the TEE International Group, will not, directly or indirectly, have any interest in or provide any financial assistance to any other person to carry on business or other activity that will compete with the Business of the Group; subject to paragraphs (d) to (g) below, it will not, and shall procure that other members of the TEE International Group shall not, solicit, market to or entice away, whether directly or indirectly, from the Group any business, customer or business associate, to the extent that the Company is of the view that it will affect the Business of the Group. For the purposes of the foregoing, it will inform the Company prior to contacting any customer or business associate of the Group. Notwithstanding anything to the contrary contained in this non-competition undertaking, the above prohibitions shall not apply in respect of: (d) an investment in a property project or company (the Investment Project) by the TEE International Group where it is engaged as the main contractor for the Investment Project, subject to all the following conditions being fulfilled: (i) the TEE International Group shall grant our Group a first right of refusal to participate, wholly or partially, in the stake being offered in the Investment Project, provided that, in the event that our Group takes up a portion of such stake being offered in the Investment Project, the TEE International Groups portion of such stake shall not exceed our Groups portion of such stake; the TEE International Groups stake in the Investment Project shall be capped at 5% at all times; the TEE International Groups stake in the Investment Project shall not be the largest vis-vis the other stakeholders in the Investment Project; and the TEE International Group shall not be the lead developer and will only be a passive investor in the Investment Project,

    (c)

    (ii)

    (iii)

    (iv)

    For the avoidance of doubt, if our Group elects not to participate in the Investment Project, then the TEE International Group will be able to participate in such Investment Project, in accordance with paragraphs (d)(ii) to (d)(iv) (the Investment Requirements). If our Group elects to participate in the Investment Project and takes up the entire stake being offered in the Investment Project, the TEE International Group shall not be able to take up any stake in the Investment Project; (e) any acquisition or development of workers dormitories predominantly for the TEE International Groups own use;

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    INTERESTED PERSON TRANSACTIONS AND POTENTIAL CONFLICT OF INTERESTS


    (f) the ownership and business operations in respect of the aerospace facility for NORDAM Singapore Pte Ltd located at 33 Changi North Crescent Singapore 499640; and the exemption as set out in Rule 916(2) of the Listing Manual relating to an investment by the Group in a joint venture with the TEE International Group if: (i) (ii) the risks and rewards are in proportion to the equity of each joint venture partner; the Company confirms by an announcement that its Audit Committee is of the view that the risks and rewards of the joint venture are in proportion to the equity of each joint venture partner and the terms of the joint venture are not prejudicial to the interests of the Company and its minority Shareholders; and the TEE International Group does not have an existing equity interest in the joint venture prior to the participation of the Group in the joint venture,

    (g)

    (iii)

    PROVIDED ALWAYS that such investment complies with the Investment Requirements. In addition, the audit committee of TEE International will review the terms of such Investment Projects, if any, to ensure that the transaction is not prejudicial to the interests of TEE International and its minority shareholders. In the event of a breach of the non-competition undertaking by TEE International, our Company will have legal recourse under Singapore law and may be entitled to take legal action against TEE International. In addition, the non-competition undertaking includes a clause which states that in the event of a breach of the non-competition undertaking, our Company may (based on the decision made by our Audit Committee) direct that TEE International divest its interest in the competing business.

    Call option and pre-emption right agreement


    TEE International, our Controlling Shareholder, has built, designed and leased a 4-storey leasehold factory building for industrial use, with ancillary offices located at 33 Changi North Crescent, Singapore 499640, with a lease term of 30 years from February 2006 (the NORDAM Facility), and is the legal and beneficial owner of the NORDAM Facility. In order to address any potential conflicts of interests which may arise between our Group and TEE International, our Company had on 15 May 2013, entered into a call option and pre-emption right agreement with TEE International (the Call Option and Pre-emption Right Agreement), pursuant to which TEE International irrevocably grants our Company the right to purchase the NORDAM Facility, free from all encumbrances and with all rights attaching thereto (the Call Option). The salient terms of the Call Option and Pre-emption Right Agreement are as follows: (a) our Company may exercise the Call Option at any time from the period commencing on the date of the admission of our Company on the Official List of the SGX-ST and for so long as TEE International remains the Controlling Shareholder of our Company (the Call Option Period); our Board shall have the sole discretion to determine whether to exercise the Call Option after taking into account, amongst others, the following considerations: (i) (ii) (iii) whether it is in the commercial interests of our Company to exercise the Call Option; and/or whether TEE International is competing for business with our Group; and/or whether TEE International may be involved in a situation of a conflict of interest with our Group by virtue of its interest in the NORDAM Facility;

    (b)

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    INTERESTED PERSON TRANSACTIONS AND POTENTIAL CONFLICT OF INTERESTS


    (c) the exercise price payable by our Company for the NORDAM Facility under the Call Option shall be determined by a valuation conducted by an independent valuer (appointed by the Audit Committee and acceptable to both parties and the SGX-ST (if applicable)); if, at any time during the Call Option Period, TEE International proposes to sell the NORDAM Facility to an unrelated third party purchaser (the NORDAM Facility Prospective Purchaser) at a price agreed with the NORDAM Facility Prospective Purchaser, TEE International undertakes that before proceeding with the sale to the NORDAM Facility Prospective Purchaser, it shall first offer to our Company (the NORDAM Facility Offer) the right to purchase the NORDAM Facility at the NORDAM Facility Offer Price (which is defined as the price agreed with the NORDAM Facility Prospective Purchaser for the purchase of the NORDAM Facility); upon the exercise of the Call Option or acceptance of the NORDAM Facility Offer to purchase the NORDAM Facility, our Company and TEE International shall undertake to fulfil the following conditions precedent within three (3) months from the date of the notice of exercise or the notice of acceptance or such other dates as may be mutually agreed between the parties: (i) our Company has to obtain the approval from its Shareholders for the purchase of the NORDAM Facility from TEE International pursuant to the Listing Manual and/or the Companies Act, if required; TEE International has to obtain the approval from its shareholders for the sale of the NORDAM Facility to our Company pursuant to the Listing Manual and/or the Companies Act, if required; and any other approvals required from all relevant regulatory authorities by the relevant parties in relation to the sale and purchase of the NORDAM Facility.

    (d)

    (e)

    (ii)

    (iii)

    (items (e)(i) to (e)(iii) shall collectively be referred to as the Conditions Precedent); (f) if for any reason or if in any other respect the Conditions Precedent are not fully complied with by any party, the party that is not in default shall be entitled: (i) to elect to terminate the Call Option and Pre-emption Right Agreement as against the party in default, without prejudice to any other rights or remedies which the non-defaulting party may be entitled to under the Call Option and Pre-emption Right Agreement or under any applicable laws; or to effect completion so far as practicable, without prejudice to any other rights or remedies which the non-defaulting party may be entitled under the Call Option and Pre-emption Right Agreement or under any applicable laws; or to specifically perform the Call Option and Pre-emption Right Agreement, without prejudice to any other rights or remedies which the non-defaulting Party may be entitled to under the Call Option and Pre-emption Right Agreement and/or any applicable laws; or to defer completion to a date mutually agreed by both parties and the relevant provisions of the Call Option and Pre-emption Right Agreement shall apply to completion as so deferred;

    (ii)

    (iii)

    (iv)

    (g)

    the exercise price or the offer price, as the case may be, shall be paid to TEE International within thirty (30) business days from the date the Conditions Precedent are fulfilled;

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    INTERESTED PERSON TRANSACTIONS AND POTENTIAL CONFLICT OF INTERESTS


    (h) the Call Option is governed by the laws of Singapore and will terminate and lapse and be of no further effect whatsoever upon the occurrence of the earliest of the following events: (i) TEE International ceases to be the legal and beneficial owner of the NORDAM Facility upon completion of the sale of the NORDAM Facility to the NORDAM Facility Prospective Purchaser; any winding up proceeding is filed or winding up order is made against a party or a party shall be unable to pay its debts or if an official receiver or manager and receiver or similar officer is appointed in respect of all or any part of the business or assets of a party; or the expiry of the Call Option Period.

    (ii)

    (iii)

    Non-competition undertaking of Dato Paduka Timothy Ong Teck Mong


    Our Non-Executive Director, Dato Paduka Ong, and his family own various pieces of land in Brunei, some of which have, in the past, been developed into residential and commercial properties mainly for rental income. Dato Paduka Ong is a passive shareholder in the abovementioned property interests of his family and his stake is not more than 25% in such property interests. As a passive shareholder, Dato Paduka Ong does not exercise control over the management of such properties. Dato Paduka Ong is also a non-executive director and shareholder of Quest Sdn Bhd, which is principally engaged in the business of property development in Brunei. Dato Paduka Ong has a shareholding interest of 20% in Quest Sdn Bhd. As at the Latest Practicable Date, save for Quest Sdn Bhd, Dato Paduka Ong and his family do not have any firm plans for any property development in Brunei for sale to third parties. Although our Group does not currently have any business presence in Brunei, to avoid any potential conflict of interest, Dato Paduka Ong has provided a non-competition undertaking to our Company on 15 May 2013 that for so long as he remains a Director of the Company (or any of its Subsidiaries or Associated Companies): (a) he will not be involved in the day-to-day operations of or hold any executive positions in any business that is directly or indirectly in competition with the business of our Group (Competing Business); he will not, and shall procure that his associates will not, directly or indirectly in aggregate, hold any shareholding interest above 50% in any Competing Business; he shall make the necessary declarations to the Board at its quarterly board meetings in respect of (i) any transaction undertaken since the previous quarterly board meeting which resulted in him and his associates, directly or indirectly, holding any shareholding interest in an unlisted company engaged in any Competing Business; and (ii) any transaction undertaken since the previous quarterly board meeting which resulted in him and his associates, directly or indirectly in aggregate, holding an additional 5% or more shareholding interest in a listed company engaged in any Competing Business; he will abstain from any deliberations and voting at or on the respective board and shareholder meetings or resolutions of the Company and a Competing Business, in the event that such meetings or resolutions relate to the undertaking of competing business ventures by the Company and such Competing Business; he will not divulge any information in relation to the Groups business that is not publicly disclosed; and he will inform the Company immediately should he be aware that any breach of any terms of this deed of undertaking is imminent.

    (b)

    (c)

    (d)

    (e)

    (f)

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    INTERESTED PERSON TRANSACTIONS AND POTENTIAL CONFLICT OF INTERESTS


    Notwithstanding the potential conflict of interest which may arise from Dato Paduka Ongs directorship, our Company is keen to appoint him to the Board of Directors in order to tap on his vast business contacts and experience. Further, whilst Dato Paduka Ong is independent of TEE International and its associates, and our Group, Dato Paduka Ong has been designated as a Non-Executive Director in order to avoid any perceived conflict of interests. In the event that our Group has plans to expand its business into Brunei, our Board of Directors will actively engage Dato Paduka Ong to implement the necessary measures to mitigate all conflicts of interest to the extent of the requirements under Part VII in Chapter 2 of the Listing Manual. This may take the form of a joint venture in accordance with the exemptions provided for under Chapter 9 of the Listing Manual, and where it is not possible for such conflict to be satisfactorily resolved, Dato Paduka Ong may be asked to step down from the board of the Company at that point in time. Save as disclosed above and in this section entitled Interested Person Transactions and Potential Conflict of Interests of this Prospectus: (a) none of our Directors, Key Executives, Controlling Shareholders or any of their Associates has had any interest, direct or indirect, in any material transactions to which our Company was or is to be a party; none of our Directors, Key Executives, Controlling Shareholders or any of their Associates has any interest, direct or indirect, in any company carrying on the same business or a similar trade which competes materially and directly with the existing business of our Group; and none of our Directors, Key Executives, Controlling Shareholders or any of their Associates has any interest, direct or indirect, in any company that is our customer or supplier of goods and services.

    (b)

    (c)

    Save as disclosed in this Prospectus, none of our Directors, Key Executives, Controlling Shareholders or any of their Associates has any interest in any existing contract or arrangement which is significant in relation to the business of our Company and our Subsidiaries, taken as a whole.

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    CORPORATE GOVERNANCE
    Our Directors recognize the importance of corporate governance and the offering of high standards of accountability to our Shareholders. We have 8 Directors on our Board of Directors, of which 4 are Independent Directors and 2 are NonExecutive Directors. Our Independent Directors do not have any existing business or professional relationship of a material nature with our Group, our other Directors and/or Substantial Shareholders, save as disclosed in the sections entitled Share Capital, Shareholders, Interested Person Transactions and Potential Conflict of Interests and Directors, Management and Staff of this Prospectus. Our Independent Directors are also not related to other Directors and/or Substantial Shareholders. Our Board of Directors has formed three committees: (i) the Audit Committee, (ii) the Remuneration Committee and (iii) the Nominating Committee. Corporate Social Responsibility Our Board of Directors believes that sustainability reporting is an important aspect of our Group, and intends to guide the strategic direction of our Group and this includes integrating environmental, social and governance considerations into the companys strategy. As per the SGX-STs Guide to Sustainability Reporting for Listed Companies published on 27 June 2011, we intend to disclose our corporate social responsibility policies. As such, our Board of Directors intends to establish a corporate social responsibility policy which shall include the review of the following areas of our Groups activities: (a) (b) (c) (d) (e) to review and recommend our Groups policy in respect of corporate social responsibility issues; to review our Groups health, safety and environment policies and standards; to review our Groups environmental policies and standards; to review the social impact of our Groups business practices in the communities that it operates in; to review and recommend policies and practices with regard to key stakeholders (suppliers, customers and employees); and to review and recommend policies and practices with regard to regulators.

    (f)

    We are committed to enhancing the well-being of the community and maintaining an environmentally sustainable way of conducting our business. We actively carry out activities to engage the community and also closely monitor the safety and well-being of our employees. Our Groups approach to corporate social responsibility is focused on three main areas, namely, health and safety, fostering good relations with the community and human resource. Environment, Health and Safety We believe in engaging in safe and reliable operations. In line with this objective, we have in place a Workplace Safety and Health Policy to ensure an accident-free work environment for our employees. Through this policy, we have undertaken certain measures, which include ensuring that our employees and suppliers are properly and adequately equipped with personal protective and fire safety equipment. In addition, we conduct briefings on fire safety procedures for all employees. Engaging the Community Our Group has, in the past, engaged in certain corporate social responsibility initiatives for various meaningful and worthy causes. The spirit of volunteerism is highly encouraged amongst all employees in our Group and our employees are actively involved in the community work that we carry out on a regular basis. In line with the spirit of giving back to society we have organised activities such as Childrens Day Gathering and Chinese New Year celebrations for the Villa Francis Home for the Aged and The Spastic Childrens Association of Singapore.

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    CORPORATE GOVERNANCE
    Nurturing Human Capital We are committed to enhancing the career development of our employees and we endeavour to attract, employ, develop and retain capable employees by fostering a corporate culture that allows and encourages each individual employee to realise their potential. In order to develop the potential of our employees and to attract dedicated and experienced human capital, we believe in providing, and actively provide, further training and education for our employees. We further present certain key executives with the opportunity to attend external business and management courses so as to develop their skills. Audit Committee Our Audit Committee comprises Er. Dr. Lee Bee Wah, Dr. Tan Khee Giap and Mr. Chin Sek Peng. The chairman of the Audit Committee is Mr. Chin Sek Peng. Our Audit Committee will assist our Board in discharging its responsibility to safeguard our assets, maintain adequate accounting records, and develop and maintain effective systems of internal control, with the overall objective of ensuring that our management creates and maintains an effective control environment in our Group. Our Audit Committee will provide a channel of communication between our Board, our management and our external auditors on matters relating to audit. Our Audit Committee will meet periodically to perform the following functions: (a) review with the external auditors and the internal auditors their audit plans including the results of the external auditors and internal auditors review and evaluation of our system of internal accounting controls; review the quarterly financial statements and results announcements before submission to our Board for approval, focusing in particular on changes in accounting policies and practices, major risk areas, significant adjustments resulting from the audit, compliance with accounting standards and compliance with the Listing Manual and any other relevant statutory or regulatory requirements; review with the internal auditors the effectiveness and adequacy of the internal control procedures addressing financial, operational and compliance risks, including procedures for entering into hedging transactions and make recommendations on the internal control process and procedures to be adopted by the Company; review the assistance given by our management to the auditors, and discuss problems and concerns, if any, arising from audits, and any matters which the auditors may wish to discuss (in the absence of our management, where necessary); review and discuss with the external auditors any suspected fraud or irregularity, or suspected infringement of any relevant laws, rules or regulations, which has or is likely to have a material impact on our Groups operating results or financial position; consider and recommend the appointment or re-appointment of the external and internal auditors and matters relating to the resignation or dismissal of the auditors; review any interested person transactions and/or potential conflict of interests, and review the guidelines and review procedures set out under the sections entitled Interested Person Transactions and Potential Conflict of Interests of this Prospectus and future interested person transactions, if any; monitor the undertakings described under the section entitled Interested Person Transactions and Potential Conflict of Interests Potential Conflict of Interests of this Prospectus and review potential conflict of interest, and to set out a framework to resolve or mitigate any potential conflict of interest, if any;

    (b)

    (c)

    (d)

    (e)

    (f)

    (g)

    (h)

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    CORPORATE GOVERNANCE
    (i) review the suitability of the Finance Director and the Financial Controller and the adequacy of the finance team on an on-going basis; review transactions falling within the scope of Chapter 10 of the Listing Manual, if any; review arrangements by which our staff may, in confidence, raise concerns about improprieties in matters of financial reporting and to ensure arrangements are in place for independent investigation of such matters and for appropriate follow-ups; review the appointments of persons occupying managerial positions who are related to a director or a Substantial Shareholder of our Company; undertake such other reviews and projects as may be requested by our Board, and report to our Board its findings from time to time on matters arising and requiring the attention of our Audit Committee; and generally undertake such other functions and duties as may be required by statute or the Listing Manual.

    (j) (k)

    (l)

    (m)

    (n)

    Our Audit Committee will meet, as a minimum, on a quarterly basis. Aside from the duties listed above, our Audit Committee shall commission and review the findings of internal investigations into matters where there is any suspected fraud or irregularity, or failure of internal controls or infringement of any law, rule or regulation in Singapore and in the jurisdictions that our Group operates in, which has or is likely to have a material impact on our operating results and/or financial position. In the event that a member of our Audit Committee is interested in any matter being considered by our Audit Committee, he will abstain from reviewing that particular transaction or voting on that particular resolution. In addition, our Audit Committee will ensure that our Companys Directors, Controlling Shareholders and their Associates who are involved in the management of or having shareholder interests in similar or related business as our Company or Group declare their involvement and shareholding interests to the Audit Committee. The Audit Committee shall monitor the investments of such individuals in customers, suppliers and competitors of our Company or our Group and make an assessment on whether there is any potential conflict of interests. Our Company will, in consultation with our Audit Committee, commission a professional audit firm to review the internal control processes and procedures of our Group on an annual basis after our Company is listed on the Official List of the SGX-ST. Upon completion of the internal audit, appropriate announcements will be made via SGXNET of any material, price-sensitive internal control weaknesses and any follow-up actions to be taken by our Board. Based on the internal controls established and maintained by our Group, work performed by the internal and external auditors, and reviews performed by management, various board committees and our Board, our Audit Committee and our Board are of the opinion that our Groups internal controls, addressing financial, operational and compliance risks were adequate as at the Latest Practicable Date.

    Our Finance Director and Financial Controller


    Our Finance Director, Mr. Boon Choon Kiat, oversees our Groups finance functions. He is assisted by our Financial Controller, Mr. Ng Yui Wei, who worked closely with the Independent Auditors and Reporting Accountants in the preparation of the audited combined financial statements for FY2010, FY2011, FY2012, the unaudited proforma combined financial information and the audited combined interim condensed financial statements for HY2013. Our Finance Director and Financial Controller, with the assistance of our finance team, have provided, verified and substantiated operational information to the Independent Auditors and Reporting Accountants based on their knowledge of our Groups operations, accounting policies and financial position.

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    CORPORATE GOVERNANCE
    In considering the suitability of Mr. Boon Choon Kiat and Mr. Ng Yui Wei as the Finance Director and Financial Controller of our Group, respectively, our Audit Committee has: (a) (b) interviewed Mr. Boon and Mr. Ng; reviewed their educational and professional qualifications as described in the section entitled Directors, Management and Staff of this Prospectus. In particular, (i) Mr. Boon holds a Bachelor of Accountancy (Honours) from the Nanyang Technological University and is also currently a Chartered Financial Analyst Charterholder and a Certified Public Accountant of Singapore; and (ii) Mr. Ng holds a Bachelor of Business (Economics) from University of Leicester and a Masters in Professional Accounting from the University of New South Wales. He is also a Certified Public Accountant of Singapore, a certified practising accountant of Certified Public Accountants (Australia) and a certified internal auditor of the Institute of Internal Auditors Singapore; observed Mr. Boon and Mr. Ng abilities, familiarities and diligence in relation to the financial matters and information of our Group; and noted the absence of negative feedback on Mr. Boon and Mr. Ng from the management of our Group and representatives of the Independent Auditors and Reporting Accountants, respectively.

    (c)

    (d)

    Based on the foregoing, our Audit Committee is satisfied and is of the opinion that Mr. Boon Choon Kiat and Mr. Ng Yui Wei have the relevant knowledge, expertise and experience to be appointed as the Finance Director and Financial Controller, respectively, of our Group. Further, after making all reasonable enquiries, and to the best of their knowledge and belief, nothing has come to the attention of our Audit Committee to cause them to believe that Mr. Boon and Mr. Ng do not have the competence, character and integrity expected of a Finance Director and Financial Controller, respectively, of our Group. Remuneration Committee Our Remuneration Committee comprises Dr. Tan Khee Giap, Ms. Saw Chin Choo and Mr. Chin Sek Peng. The chairman of the Remuneration Committee is Dr. Tan Khee Giap. Our Remuneration Committee will recommend to our Board a framework of remuneration for the Directors and Key Executives, and determine specific remuneration packages for each Executive Director. The recommendations of our Remuneration Committee shall be submitted for endorsement by the entire Board. All aspects of remuneration, including but not limited to Directors fees, salaries, allowances, bonuses, Award Shares, options and benefits-in-kind shall be covered by our Remuneration Committee. In addition, our Remuneration Committee will perform an annual review of the remuneration of employees related to our Directors and Substantial Shareholders to ensure that their remuneration packages are in line with our staff remuneration guidelines and commensurate with their respective job scopes and level of responsibilities. They will also review and approve any bonuses, pay increases and/or promotions for these employees. Each member of the Remuneration Committee shall abstain from voting on any resolutions in respect of his remuneration package or that of employees related to him. Nominating Committee Our Nominating Committee comprises Er. Dr. Lee Bee Wah, Mr. Chin Sek Peng and Mr. Phua Cher Chew. The chairman of the Nominating Committee is Er. Dr. Lee Bee Wah. Our Nominating Committee will be responsible for: (a) reviewing and recommending the nomination or re-nomination of our Directors having regard to the Directors contribution and performance; determining on an annual basis whether or not a Director is independent;

    (b)

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    CORPORATE GOVERNANCE
    (c) assessing the performance of the Board and contribution of each Director to the effectiveness of the Board; and reviewing and approving any employment of persons related to our Directors and Substantial Shareholders and the proposed terms of their employment.

    (d)

    Our Nominating Committee will recommend a framework for the evaluation of the Boards and individual Directors performance for the approval of the Board. Each member of our Nominating Committee shall abstain from voting on any resolutions in respect of the assessment of his performance or re-nomination as director. Terms of Office Our Directors are appointed by our Shareholders at a general meeting and an election of Directors is held annually. Our Articles of Association provide that at each annual general meeting, one-third of our Directors for the time being (or, if their number is not a multiple of three, the number nearest to but not less than one-third) retire from office by rotation and will be eligible for re-election at that annual general meeting (the Directors so to retire being those longest in office).

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    GENERAL AND STATUTORY INFORMATION


    INFORMATION ON DIRECTORS AND KEY EXECUTIVES AND CONTROLLING SHAREHOLDER Save as disclosed below, none of our Directors, Key Executives or Controlling Shareholder: (a) has, at any time during the last ten (10) years, had an application or a petition under any bankruptcy laws of any jurisdiction filed against him or against a partnership of which he was a partner at the time when he was a partner or at any time within two (2) years from the date he ceased to be a partner; has, at any time during the last ten (10) years, had an application or a petition under any law of any jurisdiction filed against an entity (not being a partnership) of which he was a director or an equivalent person or a key executive, at the time when he was a director or an equivalent person or a key executive of that entity or at any time within two (2) years from the date he ceased to be a director or any equivalent person or a key executive of that entity, for the winding up or dissolution of that entity or, where that entity is the trustee of a business trust, on the ground of insolvency; has any unsatisfied judgment against him; has ever been convicted of any offence, in Singapore or elsewhere, involving fraud or dishonesty which is punishable with imprisonment, or has been the subject of any criminal proceedings (including any pending criminal proceedings of which he is aware) for such purpose; has ever been convicted of any offence, in Singapore or elsewhere, involving a breach of any law or regulatory requirement that relates to the securities or futures industry in Singapore or elsewhere, or has been the subject of any criminal proceedings (including any pending criminal proceedings of which he is aware) for such breach; has, at any time during the last ten (10) years, had judgment entered against him in any civil proceedings in Singapore or elsewhere involving a breach of any law or regulatory requirement that relates to the securities or futures industry in Singapore or elsewhere, or a finding of fraud, misrepresentation or dishonesty on his part, nor has he been the subject of any civil proceedings (including any pending civil proceedings of which he is aware) involving an allegation of fraud, misrepresentation or dishonesty on his part; has ever been convicted in Singapore or elsewhere of any offence in connection with the formation or management of any entity or business trust; has ever been disqualified from acting as a director or an equivalent person of any entity (including the trustee of a business trust), or from taking part directly or indirectly in the management of any entity or business trust; has ever been the subject of any order, judgment or ruling of any court, tribunal or governmental body permanently or temporarily enjoining him from engaging in any type of business practice or activity; has ever, to his knowledge, been concerned with the management or conduct, in Singapore or elsewhere, of the affairs of: (i) any corporation which has been investigated for a breach of any law or regulatory requirement governing corporations in Singapore or elsewhere; any entity (not being a corporation) which has been investigated for a breach of any law or regulatory requirement governing such entities in Singapore or elsewhere; any business trust which has been investigated for a breach of any law or regulatory requirement governing business trusts in Singapore or elsewhere;

    (b)

    (c) (d)

    (e)

    (f)

    (g)

    (h)

    (i)

    (j)

    (ii)

    (iii)

    - 173 -

    GENERAL AND STATUTORY INFORMATION


    (iv) any entity or business trust which has been investigated for a breach of any law or regulatory requirement that relates to the securities or futures industry in Singapore or elsewhere, in connection with any matter occurring or arising during the period when he was so concerned with the entity or business trust; and

    (k)

    has been the subject of any current or past investigation or disciplinary proceedings, or has been reprimanded or issued any warning, by the Authority or any other regulatory authority, exchange, professional body or government agency, whether in Singapore or elsewhere.

    Mr. Phua Chian Kin


    It was announced on 1 April and 2 April 2012 by the board of directors of TEE International, our Controlling Shareholder, that Mr. Phua Chian Kin, the Group Chief Executive and Managing Director of TEE International, along with another director of TEE International, was assisting the Commercial Affairs Department with its investigations on possible contravention of market rigging provisions under the Securities and Futures Act and was the subject of those investigations. As at the Latest Practicable Date, there are no updates in connection with this matter. SHARE CAPITAL 1. As at the date of this Prospectus, there is only one class of shares in the capital of our Company, being ordinary shares. There are no founder, management, deferred or unissued shares. Our existing Shares do not carry voting rights which are different from the Invitation Shares. The rights of and privileges attached to the Shares are stated in the articles of association of our Company. Save as disclosed below and in the sections entitled Share Capital and Shareholders of this Prospectus, there were no changes in the issued and paid-up share capital of our Company or our Subsidiaries within the three years preceding the Latest Practicable Date:
    Development 72
    Date 8 August 2012 11 October 2012 Number of shares issued 1 999,999 Price per share S$1 S$1 Purpose of issue Resultant issued share capital S$1 S$1,000,000

    2.

    First allotment and issue Allotment and issue

    Development 83
    Date 15 October 2010 11 January 2011 Number of shares issued 1 999,999 Price per share S$1 S$1 Purpose of issue Resultant issued share capital S$1 S$1,000,000

    First allotment and issue Allotment and issue

    TEE Homes
    Date 10 May 2011 31 May 2011 Number of shares issued 1 999,999 Price per share S$1 S$1 Purpose of issue Resultant issued share capital S$1 S$1,000,000

    First allotment and issue Allotment and issue

    TEE Property
    Date 15 October 2010 5 January 2011 Number of shares issued 1 999,999 Price per share S$1 S$1 Purpose of issue Resultant issued share capital S$1 S$1,000,000

    First allotment and issue Allotment and issue

    - 174 -

    GENERAL AND STATUTORY INFORMATION


    TEE Realty
    Date 19 August 2011 Number of shares issued 2,000,000 Price per share S$1 Purpose of issue Allotment and issue Resultant issued share capital S$3,000,000

    TEE Resources
    Date 15 November 2011 15 November 2011 Number of shares issued 79,999 19,999 Price per share RM1 RM1 Purpose of issue Allotment and issue Allotment and issue Resultant issued share capital RM80,001 RM100,000

    TEE Hospitality
    Date 15 August 2012 Number of shares issued 1 Price per share S$1 Purpose of issue Resultant issued share capital S$1

    First allotment and issue

    TEE Industrial
    Date 18 March 2013 Number of shares issued 1 Price per share S$1 Purpose of issue Resultant issued share capital S$1

    First allotment and issue

    Development 16
    Date 22 March 2013 Number of shares issued 1 Price per share S$1 Purpose of issue Resultant issued share capital S$1

    First allotment and issue

    TEE Oceania
    Date 7 May 2013
    Note: (1) The share capital will be contributed subsequently pursuant to a shareholders resolution.

    Number of shares issued 100

    Price per share (1)

    Purpose of issue

    Resultant issued share capital (1)

    First allotment and issue

    3.

    Save as disclosed in paragraph 2 above and in the section entitled General Information on our Group Restructuring Exercise of this Prospectus, no shares in or debentures of our Company or our Subsidiaries has been issued, or is proposed to be issued, as fully or partly paid-up for cash, or for a consideration other than cash, during the three years preceding the Latest Practicable Date. Save for the TEE Land ESOS, no person has been granted, or is entitled to be granted, an option to subscribe for shares in, or debentures of our Company or our Subsidiaries.

    4.

    MEMORANDUM AND ARTICLES OF ASSOCIATION 5. An extract of our articles of association relating to, inter alia, the transferability of shares, Directors voting rights, borrowing powers of Directors and dividend rights are set out in Appendix D Summary of Memorandum and Articles of Association of Our Company of this Prospectus. The memorandum and articles of association of our Company are available for inspection at our registered office in accordance with the section entitled Documents for Inspection in this section of this Prospectus.

    - 175 -

    GENERAL AND STATUTORY INFORMATION


    MATERIAL CONTRACTS 6. The following contracts, not being contracts entered into in the ordinary course of business, to which our Company or any member of our Group is a party, for the period of two (2) years before the date of lodgement of this Prospectus with the Authority, are or may be material: (a) (b) (c) (d) (e) LITIGATION 7. To the best of our knowledge and belief, having made all reasonable enquiries, neither our Company nor our Subsidiaries is engaged in any litigation or arbitration either as plaintiff or defendant and our Directors have no knowledge and are not aware of any litigation or arbitration which are pending or threatened against our Company or our Subsidiaries or of any facts likely to give rise to any such litigation or arbitration, in respect of any claims or amounts which may have or had during the 12 months immediately before the date of lodgement of this Prospectus, a material effect on our Groups results of operations or financial position. the Restructuring Agreement; the Subscription Agreement; the call option and pre-emption right agreement; the Management and Underwriting Agreement; and the Placement Agreement.

    MISCELLANEOUS 8. There has not been any public take-over offer by a third party in respect of our Shares or by our Company in respect of shares of another corporation or units of a business trust which has occurred between 1 June 2011 and the Latest Practicable Date. Save as disclosed in this Prospectus, our Directors are not aware of any event which has occurred since the end of FY2012 to the Latest Practicable Date which may have a material effect on the financial information of our Group provided in this Prospectus. Save as disclosed in the sections entitled Risk Factors and Managements Discussion and Analysis of Results of Operations and Financial Condition in this Prospectus, the financial condition and operations of our Group are not likely to be affected by any of the following: (a) known trends or known demands, commitments, events or uncertainties that will result in or are reasonably likely to result in our Groups liquidity increasing or decreasing in any material way; material commitments for capital expenditure; unusual or infrequent events or transactions or any significant economic changes that will materially affect the amount of reported income from operations; and known trends or uncertainties that have had or that we reasonably expect to have a material favourable or unfavourable impact on revenue or operating income.

    9.

    10.

    (b) (c)

    (d)

    - 176 -

    GENERAL AND STATUTORY INFORMATION


    11. Details, including the names, addresses and professional qualifications (including membership in a professional body) of the auditors of our Company since the incorporation of our Company are as follows:
    Partner-in-charge/ Professional qualification Loi Chee Keong/Certified Public Accountant

    Name, membership and address Deloitte & Touche LLP Certified Public Accountants 6 Shenton Way Tower Two #32-00 Singapore 068809

    Professional body Institute of Certified Public Accountants of Singapore

    12.

    We currently have no intention of changing our auditors after the admission of our Company to the Official List of the SGX-ST.

    INTERESTS OF EXPERTS AND ISSUE MANAGER, UNDERWRITER AND LEAD PLACEMENT AGENT AND JOINT PLACEMENT AGENT 13. Interests of Experts No expert is employed on a contingent basis by our Company or our Subsidiaries, has a material interest, whether direct or indirect, in the shares of our Company or our Subsidiaries, or has a material economic interest, whether direct or indirect, in our Company, including in the success of the Invitation. 14. Interests of Issue Manager, Underwriter and Lead Placement Agent and Joint Placement Agent In the opinion of our Directors, the Issue Manager, Underwriter and Lead Placement Agent and the Joint Placement Agent do not have a material relationship with our Company save that the Invitation is managed and underwritten by the Issue Manager and Underwriter and the Placement is undertaken by the Lead Placement Agent and the Joint Placement Agent. CONSENTS 15. (a) The Auditors and Reporting Accountants of the Company, Deloitte & Touche LLP, have given and have not withdrawn their written consent to the issue of this Prospectus with the inclusion herein of (i) the Independent Auditors Report on the Combined Financial Statements for the Years Ended 31 May 2012, 2011 and 2010 as set out in Appendix A of this Prospectus; (ii) the Independent Auditors Report on the Combined Interim Condensed Financial Statements for the Six Months Period Ended 30 November 2012 as set out in Appendix B of this Prospectus; and (iii) the Independent Auditors Report on the Unaudited Proforma Group Financial Information for the Year Ended 31 May 2012 and for the Six Months Period Ended 30 November 2012 as set out in Appendix C of this Prospectus, in the form and context in which they appear in this Prospectus and to act in such capacity in relation to this Prospectus. The Issue Manager, Underwriter, Lead Placement Agent and Stabilizing Manager, the Joint Placement Agent, the Legal Adviser to the Company as to the Law in Singapore, the Legal Adviser to the Issue Manager, Underwriter, Lead Placement Agent and Stabilizing Manager and the Joint Placement Agent as to Singapore Law, the Share Registrar, the Receiving Banker and the Principal Bankers/Financial Institutions have each given and not withdrawn their respective written consents to the issue of this Prospectus with the inclusion of their respective names in the form and context in which they appear in the Prospectus and to act in such respective capacities in relation to this Prospectus.

    (b)

    - 177 -

    GENERAL AND STATUTORY INFORMATION


    (c) Each of Chesterton Suntec International Pte Ltd, Colliers International Consultancy & Valuation (Singapore) Pte Ltd and DTZ Debenham Tie Leung (Vietnam) Co. Ltd has given and has not withdrawn its written consent to the issue of this Prospectus with the inclusion herein of its name and all references thereto, the valuation date and the valuation quantum of the relevant property set out against its name in the section entitled Valuation Reports of this Prospectus, and its valuation report set out in Appendix J Valuation Reports of this Prospectus, in the form and context in which they appear in this Prospectus and to act in such capacity in relation to this Prospectus. The valuation date, valuation quantum and valuation report were prepared for the purpose of incorporation in this Prospectus. The Legal Adviser to the Company as to the Law in Malaysia, the Legal Adviser to the Company as to the Law in Thailand and the Legal Adviser to our Company as to the Law in Vietnam have each given and not withdrawn their respective written consents to the issue of this Prospectus with the inclusion of their respective names in the form and context in which they appear in the Prospectus and to act in such respective capacities in relation to this Prospectus.

    (d)

    RESPONSIBILITY STATEMENT BY OUR DIRECTORS 16. The Directors collectively and individually accept full responsibility for the accuracy of the information given in this Prospectus and confirm after making all reasonable enquiries that, to the best of their knowledge and belief, this Prospectus constitutes full and true disclosure of all material facts about the Invitation and our Group, and the Directors are not aware of any fact the omission of which would make any statement in this Prospectus misleading. Where information in this Prospectus has been extracted from published or otherwise publicly available sources or obtained from a named source, the sole responsibility of the Directors has been to ensure that such information has been accurately and correctly extracted from those sources and/or reproduced in this Prospectus in its proper form and context.

    DOCUMENTS FOR INSPECTION 17. The following documents may be inspected at our registered office at Blk 2024 Bukit Batok Street 23 #03-26 Singapore 659529 during normal business hours for a period of 6 months from the date of registration of this Prospectus: (a) (b) the memorandum and articles of association of our Company; the Independent Auditors Report on the Combined Financial Statements for the Years Ended 31 May 2012, 2011 and 2010; the Independent Auditors Report on the Combined Interim Condensed Financial Statements for the Six Months Period Ended 30 November 2012; the Independent Auditors Report on the Unaudited Proforma Group Financial Information for the Year Ended 31 May 2012 and for the Six Months Period Ended 30 November 2012; the material contracts referred to in the section entitled General and Statutory Information Material Contracts of this Prospectus; the letters of consent referred to in the section entitled General and Statutory Information Consents of this Prospectus; the Valuation Reports referred to in the section entitled Valuation Reports of this Prospectus; and the Service Agreements referred to in the section entitled Directors, Management and Staff Service Agreements of this Prospectus.

    (c)

    (d)

    (e)

    (f)

    (g)

    (h)

    - 178 -

    APPENDIX A INDEPENDENT AUDITORS REPORT ON THE COMBINED FINANCIAL STATEMENTS FOR THE YEARS ENDED 31 MAY 2012, 2011 AND 2010
    29 May 2013

    The Board of Directors TEE Land Limited 2024 Bukit Batok Street 23 #03-26 Singapore 659529

    Dear Sirs Report on the Combined Financial Statements We have audited the accompanying combined financial statements of TEE Land Limited (the company) and its subsidiaries (the group). The combined financial statements comprise the combined statements of financial position as at 31 May 2012, 2011 and 2010, and the related combined statements of comprehensive income, combined statements of changes in equity and combined statements of cash flows of the group for the years ended 31 May 2012, 2011 and 2010 (the relevant periods), and a summary of significant accounting policies and other explanatory notes, as set out on pages A-3 to A-50. Managements Responsibility for the Combined Financial Statements Management is responsible for the preparation of the combined financial statements that give a true and fair view in accordance with the provisions of the Singapore Financial Reporting Standards and for devising and maintaining a system of internal accounting controls sufficient to provide a reasonable assurance that assets are safeguarded against loss from unauthorised use or disposition; and transactions are properly authorised and that they are recorded as necessary to permit the preparation of true and fair profit and loss accounts and balance sheets and to maintain accountability of assets. Auditors Responsibility Our responsibility is to express an opinion on these combined financial statements based on our audit. We conducted our audit in accordance with Singapore Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the combined financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the combined financial statements. The procedures selected depend on the auditors judgement, including the assessment of the risks of material misstatement of the combined financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entitys preparation of the combined financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entitys internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the combined financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

    - A-1 -

    APPENDIX A INDEPENDENT AUDITORS REPORT ON THE COMBINED FINANCIAL STATEMENTS FOR THE YEARS ENDED 31 MAY 2012, 2011 AND 2010
    Opinion In our opinion, the combined financial statements of the group are properly drawn up in accordance with Singapore Financial Reporting Standards so as to give a true and fair view of the state of affairs of the group as at 31 May 2012, 2011 and 2010 and of the results, changes in equity and cash flows of the group for the relevant periods. Emphasis of Matter We draw attention to Note 33 to the combined financial statements which indicates that two directors of the ultimate holding company are the subject of investigation by the Commercial Affairs Department on possible contravention of market rigging provisions in the Securities and Futures Act (Chapter 289). Our opinion is not modified in respect of this matter. Other Matter This report has been prepared solely in connection with the proposed listing of the companys shares on the Main Board of Singapore Exchange Securities Trading Limited and for no other purposes. We do not assume responsibility towards or accept liability to any other person for the contents of this report.

    Deloitte & Touche LLP Public Accountants and Certified Public Accountants Singapore

    Loi Chee Keong Partner

    - A-2 -

    APPENDIX A INDEPENDENT AUDITORS REPORT ON THE COMBINED FINANCIAL STATEMENTS FOR THE YEARS ENDED 31 MAY 2012, 2011 AND 2010
    TEE LAND LIMITED COMBINED STATEMENTS OF FINANCIAL POSITION As at 31 May 2012, 2011 and 2010
    Note ASSETS Current assets Cash and bank balances Trade receivables Other receivables Current portion of loans receivable from associates Development properties Total current assets Non-current assets Investment in associates Prepaid investment Deferred tax assets Other receivables Loans receivable from associates Total non-current assets Total assets LIABILITIES AND EQUITY Current liabilities Trade payables Other payables Current portion of long-term bank loans Current portion of financial guarantee liability Income tax payable Total current liabilities Non-current liabilities Long-term loan Long-term bank loans Financial guarantee liability Total non-current liabilities Capital and reserves Share capital Currency translation reserve Accumulated profits Equity attributable to owners of the company Non-controlling interests Net equity Total liabilities and equity 15 16 17 18 1,817 75,568 6,939 146 b 512 84,982 912 59,857 569 61,338 2,395 38,421 7,305 160 48,281 7 8 9 10 11 8,513 2,286 5,407 2,859 90,609 109,674 8,874 2,406 1,293 4,080 70,690 87,343 414 2,229 1,703 5,035 39,966 49,347 2012 $000 2011 $000 2010 $000

    12 13 14 9 10

    7,486 55 6,309 27,831 41,681 151,355

    6,020 748 6,309 18,626 31,703 119,046

    4,059 6,309 8,922 19,290 68,637

    19 17 18

    4,050 47,803 145 51,998

    4,050 42,778 46,828

    4,050 11,696 15,746

    20 21

    9,000 (355) 5,736 14,381 (6) 14,375 151,355

    7,000 (321) 4,201 10,880 10,880 119,046

    4,000 55 555 4,610 4,610 68,637

    See accompanying notes to combined financial statements.

    - A-3 -

    APPENDIX A INDEPENDENT AUDITORS REPORT ON THE COMBINED FINANCIAL STATEMENTS FOR THE YEARS ENDED 31 MAY 2012, 2011 AND 2010
    TEE LAND LIMITED COMBINED STATEMENTS OF COMPREHENSIVE INCOME For the financial years ended 31 May 2012, 2011 and 2010

    Note

    2012 $000 7,914 (4,356) 3,558 1,765 (2,566) (62) (728) 1,967 (446)

    2011 $000 23,041 (19,410) 3,631 723 (882) (185) 982 (122) 4,147 (501)

    2010 $000 12,192 (10,648) 1,544 196 (215) (126) 1,399 (160)

    Revenue Cost of sales Gross profit Other operating income Administrative expenses Other operating expenses Share of results of associates Finance costs Profit before tax Income tax expense

    22

    23 24 25 12 26

    27

    Profit for the year Other comprehensive income Currency translation differences, representing other comprehensive income for the year Total comprehensive income for the year

    28

    1,521

    3,646

    1,239

    (34)

    (376)

    55

    1,487

    3,270

    1,294

    Profit attributable to: Owners of the company Non-controlling interests

    1,535 (14) 1,521

    3,646 3,646

    1,239 1,239

    Total comprehensive income attributable to: Owners of the company Non-controlling interests

    1,501 (14) 1,487

    3,270 3,270

    1,294 1,294

    Earnings per share Basic (cents) Diluted (cents)

    29 29

    0.46 0.46

    1.10 1.10

    0.37 0.37

    See accompanying notes to combined financial statements.

    - A-4 -

    APPENDIX A INDEPENDENT AUDITORS REPORT ON THE COMBINED FINANCIAL STATEMENTS FOR THE YEARS ENDED 31 MAY 2012, 2011 AND 2010
    TEE LAND LIMITED COMBINED STATEMENTS OF CHANGES IN EQUITY For the financial years ended 31 May 2012, 2011 and 2010
    Equity attributable Accumulated to owners (losses) of the profits the company $000 $000 (684) 1,239 555 3,646 4,201 1,535 5,736 3,316 1,294 4,610 3,270 3,000 10,880 1,501 2,000 14,381

    Share capital $000 Balance at 1 June 2009 Total comprehensive income for the year Balance at 31 May 2010 Total comprehensive income for the year Issue of shares (Note 20) Balance at 31 May 2011 Total comprehensive income for the year Capital contribution from non-controlling interests Issue of shares (Note 20) Balance at 31 May 2012 4,000 4,000 3,000 7,000 2,000 9,000

    Currency translation reserve $000 55 55 (376) (321) (34) (355)

    Noncontrolling interests $000 (14) 8 (6)

    Total $000 3,316 1,294 4,610 3,270 3,000 10,880 1,487 8 2,000 14,375

    See accompanying notes to combined financial statements.

    - A-5 -

    APPENDIX A INDEPENDENT AUDITORS REPORT ON THE COMBINED FINANCIAL STATEMENTS FOR THE YEARS ENDED 31 MAY 2012, 2011 AND 2010
    TEE LAND LIMITED COMBINED STATEMENTS OF CASH FLOWS For the financial years ended 31 May 2012, 2011 and 2010
    2012 $000 Operating activities Profit before tax Adjustments for: Share of results of associates Amortisation of financial guarantee liability Interest income Interest expense Operating cash flows before movements in working capital Trade receivables Other receivables Development properties (Note B) Trade payables Other payables (Notes A and B) Cash (used in) generated from operations Interest paid Income tax paid Net cash (used in) from operating activities 2011 $000 2010 $000

    1,967 728 (146) (1,580) 969

    4,147 (982) (723) 122 2,564

    1,399 126 (196) 1,329

    120 (2,271) (11,771) 905 8,055 (3,993) (1,441) (558) (5,992)

    (177) 281 (29,677) (1,483) 21,112 (7,380) (1,030) (92) (8,502)

    (2,229) (7,570) 315 1,066 22,807 15,718 (1,393) 14,325

    Investing activities Investment in associates Loans receivable from associates Interest received Net cash used in investing activities

    (842) (7,984) 485 (8,341)

    (1,170) (8,749) 104 (9,815)

    (200) (9,687) (9,887)

    Financing activities Drawdown of long-term bank loans Repayment of long-term bank loans Drawdown of long-term loan Additional investment in subsidiary by a non-controlling interest Proceeds on issue of shares Net cash from (used in) financing activities

    25,842 (13,878) 8 2,000 13,972

    31,440 (7,663) 3,000 26,777

    2,088 (10,318) 4,050 (4,180)

    Net (decrease) increase in cash and cash equivalents Cash and cash equivalents at beginning of the year Cash and cash equivalents at end of the year (Note 7)

    (361) 8,874 8,513

    8,460 414 8,874

    258 156 414

    See accompanying notes to combined financial statements.

    - A-6 -

    APPENDIX A INDEPENDENT AUDITORS REPORT ON THE COMBINED FINANCIAL STATEMENTS FOR THE YEARS ENDED 31 MAY 2012, 2011 AND 2010
    TEE LAND LIMITED COMBINED STATEMENTS OF CASH FLOWS For the financial years ended 31 May 2012, 2011 and 2010

    Significant non-cash transactions Note A Included in other payables are amounts of $1,386,000 (2011 : $185,000; 2010 : $824,000) which are the effects of fair value of financial guarantees on initial recognition provided on behalf by the ultimate holding company to the company for its associates to obtain bank facilities. Note B Included in other payables is an agreed amount payable to the joint developer (JD) of $6,782,000 (2011 : $Nil; 2010 : $Nil) as the group recognises the enhanced value that the JD brings to the joint development and of the JDs effort in facilitating the joint development. This amount payable to the JD is unpaid as at the end of the relevant period.

    See accompanying notes to combined financial statements.

    - A-7 -

    APPENDIX A INDEPENDENT AUDITORS REPORT ON THE COMBINED FINANCIAL STATEMENTS FOR THE YEARS ENDED 31 MAY 2012, 2011 AND 2010
    TEE LAND LIMITED NOTES TO COMBINED FINANCIAL STATEMENTS For the financial years ended 31 May 2012, 2011 and 2010

    GENERAL The company (Registration No. 201230851R) is incorporated in Singapore with its principal place of business and registered office at 2024 Bukit Batok Street 23, #03-26, Singapore 659529. The company was incorporated for the purpose of acquiring the existing companies of the ultimate holding company pursuant to a restructuring exercise mentioned below. The combined financial statements are expressed in Singapore dollars. The combined financial statements have been prepared solely in connection with the proposed listing of the company on the Singapore Exchange Securities Trading Limited. The principal activities of the company are investment holding and property development. The principal activities of its subsidiaries and associates are disclosed in Notes 1 and 12 respectively. Restructuring exercise (a) Incorporation of the company On 18 December 2012, the company was incorporated in Singapore as a real estate developer and investment holding company with an issued and paid-up share capital of S$1.00 comprising share issued and allotted to TEE International Limited, ultimate holding company. (b) Acquisition of property development businesses from ultimate holding company As part of the restructuring exercise, the company entered into the restructuring agreement dated 22 February 2013 with the ultimate holding company to acquire the property development businesses of the ultimate holding company. Accordingly, the company acquired the entire issued and paid-up share capital in each of TEE Realty Pte. Ltd., TEE Property Pte. Ltd., TEE Development Pte. Ltd., Development 83 Pte. Ltd., TEE Homes Pte. Ltd. and Development 72 Pte. Ltd. (collectively, the sale companies) from the ultimate holding company at a purchase consideration of $15,968,999 (the purchase consideration) based on the audited net asset value of the sale companies as at 30 November 2012. Pursuant to the restructuring agreement, the company acquired each of the sale companies as its subsidiaries and the assets and liabilities of each of these subsidiaries would form part of the group. The purchase consideration was satisfied by way of the allotment and issuance of 15,968,999 shares credited as fully paid up to the ultimate holding company. In line with the objective of the restructuring exercise to include only the property development businesses into the group, the groups 49% owned associate, Chewathai Limited (Chewathai) transferred its entire equity interests in Global Environment Technology Co., Ltd. (GETCO), which is engaged in the wastewater treatment business in the following proportion: (i) 49% of such equity interests to TEE Resources Pte. Ltd. (a wholly-owned subsidiary of the ultimate holding company); and 51% of such equity interests to Chartchewa Co. Ltd. (existing 51% shareholder of Chewathai). - A-8 -

    (ii)

    APPENDIX A INDEPENDENT AUDITORS REPORT ON THE COMBINED FINANCIAL STATEMENTS FOR THE YEARS ENDED 31 MAY 2012, 2011 AND 2010
    TEE LAND LIMITED NOTES TO COMBINED FINANCIAL STATEMENTS For the financial years ended 31 May 2012, 2011 and 2010

    GENERAL (contd) (c) Subscription of shares by pre-IPO investors Pursuant to the subscription agreement, the pre-IPO investors collectively subscribed for 4,000,000 shares in the company for an aggregate consideration of $4,000,000. The proceeds from the pre-IPO investors are for general working capital purposes and/or to acquire new land. The shares were issued to the pre-IPO investors in the following proportion:
    Number of shares subscribed 2,000,000 1,500,000 500,000 Consideration $000 2,000 1,500 500

    Pre-IPO investor Mr. Koh Wee Meng Mr. Tommie Goh Thiam Poh Mr. Jeremy Lee Sheng Poh

    (d)

    Capitalisation of shareholders loan As at 13 May 2013, the sale companies had outstanding shareholders loans and advances amounting to an aggregate amount of $77,800,000 (shareholders loan). As part of the restructuring exercise, the ultimate holding company agreed to offset an aggregate outstanding amount of $2,000,000 owed by it to the company against the shareholders loan and to capitalise $63,000,000 of the shareholders loan into the shares of the company. On 13 May 2013, the ultimate holding company capitalised $63,000,000 of the shareholders loan and 63,000,000 shares were issued to the ultimate holding company. The remaining shareholders loan (amounting to $12,800,000 as at 13 May 2013 as adjusted for the offsetting of the $2,000,000) will be repaid in full using part of the net proceeds from the invitation.

    (e)

    Sub-division of shares On 13 May 2013, the sub-division of 82,969,000 shares in the issued and paid-up share capital of the company into 331,876,000 shares was completed.

    - A-9 -

    APPENDIX A INDEPENDENT AUDITORS REPORT ON THE COMBINED FINANCIAL STATEMENTS FOR THE YEARS ENDED 31 MAY 2012, 2011 AND 2010
    TEE LAND LIMITED NOTES TO COMBINED FINANCIAL STATEMENTS For the financial years ended 31 May 2012, 2011 and 2010

    GENERAL (contd) At the completion of the restructuring exercise and at the date of this report, the company has the following subsidiaries:
    Date and country of incorporation 14 March 2007, Singapore 27 September 2007, Singapore 15 October 2010, Singapore Principal place of business Singapore Equity interest held by our group 100%

    Name of subsidiary TEE Development Pte. Ltd. TEE Realty Pte. Ltd. TEE Property Pte. Ltd.

    Principal business activities Real estate development

    Singapore

    Real estate development

    100%

    Singapore

    Real estate development and investment holding Real estate development

    100%

    Development 83 15 October 2010, Pte. Ltd. (formerly Singapore known as Development 28 Pte. Ltd.) TEE Homes Pte. Ltd. Development 72 Pte. Ltd. TEE Hospitality Pte. Ltd. (formerly known as BB Consortium Pte. Ltd.) TEE Industrial Pte. Ltd. Development 16 Pte. Ltd. TEE Resources Sdn. Bhd. Viet-TEE Co., Ltd. TEE Oceania Pte Limited 10 May 2011, Singapore 8 August 2012, Singapore 15 August 2012, Singapore

    Singapore

    100%

    Singapore

    Real estate development

    100%

    Singapore

    Real estate development

    100%

    Singapore

    Real estate development

    100%

    18 March 2013, Singapore 22 March 2013, Singapore 28 November 2008, Malaysia 14 October 2011, Vietnam 7 May 2013, New Zealand

    Singapore

    Real estate development

    100%

    Singapore

    Real estate development

    100%

    Malaysia

    Real estate development and investment holding Real estate development

    100%

    Vietnam

    65%

    New Zealand

    Investment holding

    100%

    - A-10 -

    APPENDIX A INDEPENDENT AUDITORS REPORT ON THE COMBINED FINANCIAL STATEMENTS FOR THE YEARS ENDED 31 MAY 2012, 2011 AND 2010
    TEE LAND LIMITED NOTES TO COMBINED FINANCIAL STATEMENTS For the financial years ended 31 May 2012, 2011 and 2010

    GENERAL (contd) Basis of preparation of the combined financial statements For the purpose of preparing this set of combined financial statements, the combined statement of financial position, the combined statement of comprehensive income, combined statement of cash flows and combined statement of changes in equity for the years ended 31 May 2012, 2011 and 2010 (the relevant periods) have been prepared on a combined basis and include the financial information of the companies now comprising the group as if the current group structure had been in existence throughout the relevant periods or from the date the entities are under common control, if later. In line with the objective of the restructuring exercise and to reflect the financial position and performance of the property development businesses of the group, the groups 49% owned associate, Chewathai is assumed to have been acquired from the date the entity had been under common control (i.e. the date that Chewathai was acquired by the ultimate holding company) despite the group acquiring the shareholding of and loan receivables from Chewathai, from Trans Equatorial Engineering Pte. Ltd., a wholly-owned subsidiary of the ultimate holding company, at a consideration of $3,730,774 and $5,035,330 respectively only on 1 March 2011. In line with the objective of the restructuring exercise to include only the property development businesses into the group, the groups 49% owned associate, Chewathai transferred its entire equity interests in GETCO, which is engaged in the wastewater treatment business in the following proportion: (i) 49% of such equity interests to TEE Resources Pte. Ltd. (a wholly-owned subsidiary of the ultimate holding company); and 51% of such equity interests to Chartchewa Co. Ltd. (existing 51% shareholder of Chewathai).

    (ii)

    In line with the objective of the restructuring exercise and to reflect the financial position and performance of the property development businesses of the group, the financial position and performance of GETCO has been excluded as it is not part of the property development businesses included in the group. The combined financial statements of the group for the years ended 31 May 2012, 2011 and 2010 were authorised for issue by the Board of Directors on 29 May 2013. 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF ACCOUNTING - The combined financial statements are prepared in accordance with the historical cost basis except as disclosed in the accounting policies below, and are drawn up in accordance with the provisions of the Singapore Financial Reporting Standards (FRS). ADOPTION OF NEW AND REVISED STANDARDS - The group has adopted all the new and revised FRSs and Interpretations of FRS (INT FRS) that are relevant to the group since beginning of the relevant periods.

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    APPENDIX A INDEPENDENT AUDITORS REPORT ON THE COMBINED FINANCIAL STATEMENTS FOR THE YEARS ENDED 31 MAY 2012, 2011 AND 2010
    TEE LAND LIMITED NOTES TO COMBINED FINANCIAL STATEMENTS For the financial years ended 31 May 2012, 2011 and 2010

    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (contd) At the date of authorisation of these combined financial statements, the following new/revised FRSs, INT FRSs and amendments to FRS that are relevant to the group were issued but not effective: Amendments to FRS 1 Presentation of Financial Statements Amendments relating to Presentation of Items of Other Comprehensive Income FRS 27 (Revised) Separate Financial Statements FRS 28 (Revised) Investments in Associates and Joint Ventures FRS 110 Consolidated Financial Statements FRS 111 Joint Arrangements FRS 112 Disclosure of Interests in Other Entities FRS 113 Fair Value Measurements Amendments to FRS 32 Financial Instruments: Presentation and FRS 107 Financial Instruments: Disclosure Offsetting Financial Assets and Financial Liabilities Annual Improvements to FRS 2012 Consequential amendments were also made to various standards as a result of these new/revised standards. Amendments to FRS 1 Presentation of Financial Statements Amendments relating to Presentation of Items of Other Comprehensive Income (OCI) The amendment on Other Comprehensive Income (OCI) presentation will require the group to present in separate groupings, OCI items that might be recycled i.e., reclassified to profit or loss (e.g., those arising from cash flow hedging, foreign currency translation) and those items that would not be recycled (e.g. revaluation gains on property, plant and equipment under the revaluation model). The tax effects recognised for the OCI items would also be captured in the respective grouping, although there is a choice to present OCI items before tax or net of tax. Changes arising from these amendments to FRS 1 will take effect from financial years beginning on or after 1 July 2012, with full retrospective application. FRS 110 Consolidated Financial Statements and FRS 27 Separate Financial Statements FRS 110 replaces the control assessment criteria and consolidation requirements currently in FRS 27 and INT FRS 12 Consolidation Special Purpose Entities. FRS 110 defines the principle of control and establishes control as the basis for determining which entities are consolidated in the consolidated financial statements. It also provides more extensive application guidance on assessing control based on voting rights or other contractual rights. Under FRS 110, control assessment will be based on whether an investor has (i) power over the investee; (ii) exposure, or rights, to variable returns from its involvement with the investee; and (iii) the ability to use its power over the investee to affect the amount of the returns. FRS 27 remains as a standard applicable only to separate financial statements. FRS 110 will take effect from financial years beginning on or after 1 January 2014, with retrospective application, subject to transitional provisions.

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    APPENDIX A INDEPENDENT AUDITORS REPORT ON THE COMBINED FINANCIAL STATEMENTS FOR THE YEARS ENDED 31 MAY 2012, 2011 AND 2010
    TEE LAND LIMITED NOTES TO COMBINED FINANCIAL STATEMENTS For the financial years ended 31 May 2012, 2011 and 2010

    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (contd) FRS 112 Disclosures of Interests in Other Entities FRS 112 requires an entity to provide more extensive disclosures regarding the nature of and risks associated with its interest in subsidiaries, associates, joint arrangements and unconsolidated structured entities. FRS 112 will take effect from financial years beginning on or after 1 January 2014. FRS 113 Fair Value Measurement FRS 113 is a single new Standard that applies to both financial and non-financial items. It replaces the guidance on fair value measurement and related disclosures in other Standards, with the exception of measurement dealt with under FRS 102 Share-based Payment, FRS 17 Leases, net realisable value in FRS 2 Inventories and value-in-use in FRS 36 Impairment of Assets. FRS 113 provides a common fair value definition and hierarchy applicable to the fair value measurement of assets, liabilities, and an entitys own equity instruments within its scope, but does not change the requirements in other Standards regarding which items should be measured or disclosed at fair value. The disclosure requirements in FRS 113 are more extensive than those required in the current standards. For example, quantitative and qualitative disclosures based on the three-level fair value hierarchy currently required for financial instruments only under FRS 107 Financial Instruments: Disclosures will be extended by FRS 113 to cover all assets and liabilities within its scope. FRS 113 will be effective prospectively from annual periods beginning on or after 1 January 2013. Comparative information is not required for periods before initial application. Amendments to FRS 32 Financial Instruments: Presentation and FRS 107 Financial Instruments: Disclosure Offsetting Financial Assets and Financial Liabilities The amendments to FRS 32 clarify existing application issues relating to the offsetting requirements. Specifically, the amendments clarify the meaning of currently has a legal enforceable right of set-off and simultaneous realisation and settlement. The amendments to FRS 107 require entities to disclose information about rights of set-off and related arrangements (such as collateral posting requirements) for financial instruments under an enforceable master netting agreement or similar arrangement. The amendments to FRS 107 are required for annual periods beginning on or after 1 January 2013 and interim periods within those annual periods. The disclosures should be provided retrospectively for all comparative periods. However, the amendments to FRS 32 are effective for annual periods beginning on or after 1 January 2014, with retrospective application required.

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    APPENDIX A INDEPENDENT AUDITORS REPORT ON THE COMBINED FINANCIAL STATEMENTS FOR THE YEARS ENDED 31 MAY 2012, 2011 AND 2010
    TEE LAND LIMITED NOTES TO COMBINED FINANCIAL STATEMENTS For the financial years ended 31 May 2012, 2011 and 2010

    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (contd)

    Annual Improvements to FRS 2012


    The Annual Improvements include a number of amendments to various FRSs. The amendments are effective for annual periods beginning on or after 1 January 2013. The amendments include: Amendments to FRS 16 Property, Plant and Equipment; and Amendment to FRS 32 Financial Instruments: Presentation. Amendments to FRS 16 clarify that spare parts, stand-by equipment and servicing equipment should be classified as property, plant and equipment when they meet the definition of property, plant and equipment in FRS 16 and as inventory if otherwise. Amendments to FRS 32 clarify that income tax relating to distributions to holders of an equity instrument and to transaction costs of an equity transaction should be accounted for in accordance with FRS 12 Income Taxes. The management anticipates that the adoption of the above FRSs, INT FRSs and amendments to FRS in future periods will not have a material impact on the combined financial statements of the group in the period of their initial adoption except for the following: FRS 111 Joint Arrangements and FRS 28 Investments in Associates and Joint Ventures FRS 111 supersedes FRS 31 Interests in Joint Ventures and INT FRS 13 Jointly Controlled Entities Non-Monetary Contributions by Venturers. FRS 111 clarifies a joint arrangement as either a joint operation or joint venture based on the parties rights and obligations under the arrangement. The existence of a separate legal vehicle is no longer the key factor. A joint operation is a joint arrangement whereby the parties that have joint control have rights to the assets and obligations for the liabilities. A joint venture is a joint arrangement whereby the parties that have rights to the net assets. The joint venturer should use the equity method under the revised FRS 28 Investments in Associates and Joint Ventures to account for a joint venture. The option to use proportionate consolidation method has been removed. For joint operations, the group directly recognises its rights to the assets, liabilities, revenues and expenses of the investee in accordance with applicable FRSs. FRS 111 will take effect from financial years beginning on or after 1 January 2014, with retrospective application, subject to transitional provisions. The group is currently estimating the effects of FRS 111 in the period of initial adoption.

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    APPENDIX A INDEPENDENT AUDITORS REPORT ON THE COMBINED FINANCIAL STATEMENTS FOR THE YEARS ENDED 31 MAY 2012, 2011 AND 2010
    TEE LAND LIMITED NOTES TO COMBINED FINANCIAL STATEMENTS For the financial years ended 31 May 2012, 2011 and 2010

    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (contd) Basis of consolidation (i) Entities under common control The combined financial statements comprise the financial statements of the company and its subsidiaries as at the end of the relevant period. The financial statements of the subsidiaries used in the preparation of the combined financial statements are prepared for the same reporting date as the company. Consistent accounting policies are applied to like transactions and events in similar circumstances. All intra-group balances, income and expenses and unrealised gains and losses resulting from intra-group transactions and dividends are eliminated in full. Business combinations involving entities under common control are accounted for by applying the pooling of interest method. The combined financial statements of the group for the financial years ended 31 May 2012, 2011 and 2010 are prepared by applying the pooling of interest method as the restructuring exercise as described in Note 1 is a legal reorganisation of entities under common control. Under this method, the company is treated as the holding company of the subsidiaries for the financial years presented rather than from the completion of the restructuring exercise. Accordingly, the results of the group for the years ended 31 May 2012, 2011 and 2010 include the results of the subsidiaries for the entire periods under review. Such manner of presentation reflects the economic substance of the companies, which were under common control throughout the relevant period, as a single economic enterprise, although the legal parent-subsidiary relationships were not established. In line with the objective of the restructuring exercise and to reflect the financial position and performance of the property development businesses of the group, the groups 49% owned associate, Chewathai is assumed to have been acquired from the date the entity had been under common control (i.e. the date that Chewathai was acquired by the ultimate holding company) despite the group acquiring the shareholding of and loan receivables from Chewathai, from Trans Equatorial Engineering Pte. Ltd., a wholly-owned subsidiary of the ultimate holding company, at a consideration of $3,730,774 and $5,035,330 respectively only on 1 March 2011. In line with the objective of the restructuring exercise to include only the property development businesses into the group, the groups 49% owned associate, Chewathai transferred its entire equity interests in GETCO, which is engaged in the wastewater treatment business in the following proportion: (a) 49% of such equity interests to TEE Resources Pte. Ltd. (a wholly-owned subsidiary of the ultimate holding company); and 51% of such equity interests to Chartchewa Co. Ltd. (existing 51% shareholder of Chewathai).

    (b)

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    APPENDIX A INDEPENDENT AUDITORS REPORT ON THE COMBINED FINANCIAL STATEMENTS FOR THE YEARS ENDED 31 MAY 2012, 2011 AND 2010
    TEE LAND LIMITED NOTES TO COMBINED FINANCIAL STATEMENTS For the financial years ended 31 May 2012, 2011 and 2010

    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (contd) In line with the objective of the restructuring exercise and to reflect the financial position and performance of the property development businesses of the group, the financial position and performance of GETCO has been excluded as it is not part of the property development businesses included in the group. Pursuant to this: Assets and liabilities are reflected at their existing carrying amounts; No amount is recognised for goodwill; Prior to the incorporation of the company and the issue of shares by the company in connection with the restructuring exercise, the aggregate paid-up capital of the subsidiaries held directly by the company is shown as the groups share capital for financial years under review; and Upon the completion of the restructuring exercise, any difference between the consideration paid by the company and the share capital of the subsidiaries is reflected within the equity of the group as merger reserve.

    (ii)

    Other acquisitions Apart from the above, subsidiaries are consolidated from the date of acquisition, being the date on which the group obtains control, and continue to be consolidated until the date that such control ceases. Losses within a subsidiary are attributed to the non-controlling interest even if that results in a deficit balance. A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction. If the group loses control over a subsidiary, it: De-recognises the assets (including goodwill) and liabilities of the subsidiary at their carrying amounts at the date when control is lost; De-recognises the carrying amount of any non-controlling interest; De-recognises the cumulative translation differences recorded in equity; Recognises the fair value of the consideration received; Recognises the fair value of any investment retained; Recognises any surplus or deficit in profit or loss; and Re-classifies the groups share of components previously recognised in other comprehensive income to profit or loss or accumulated profits, as appropriate.

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    APPENDIX A INDEPENDENT AUDITORS REPORT ON THE COMBINED FINANCIAL STATEMENTS FOR THE YEARS ENDED 31 MAY 2012, 2011 AND 2010
    TEE LAND LIMITED NOTES TO COMBINED FINANCIAL STATEMENTS For the financial years ended 31 May 2012, 2011 and 2010

    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (contd) FINANCIAL INSTRUMENTS - Financial assets and financial liabilities are recognised on the groups statement of financial position when the group becomes a party to the contractual provisions of the instrument. Effective interest method The effective interest method is a method of calculating the amortised cost of a financial instrument and of allocating interest income or expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts or payments (including all fees on points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial instrument, or where appropriate, a shorter period. Income or expense is recognised on an effective interest basis for debt instruments. Financial assets Loans and receivables Trade receivables, loans and other receivables that have fixed or determinable payments that are not quoted in an active market are classified as loans and receivables. Loans and receivables are measured at amortised cost using the effective interest method less impairment. Interest is recognised by applying the effective interest method, except for short-term receivables when the recognition of interest would be immaterial. Impairment of financial assets Financial assets are assessed for indicators of impairment at the end of each relevant period. Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows of the investment have been impacted. Objective evidence of impairment could include: significant financial difficulty of the issuer or counterparty; or default or delinquency in interest or principal payments; or it becoming probable that the borrower will enter bankruptcy or financial re-organisation. For certain categories of financial asset, such as receivables, assets that are assessed not to be impaired individually are, in addition, assessed for impairment on a collective basis. Objective evidence of impairment for a portfolio of receivables could include the groups past experience of collecting payments, as well as observable changes in national or local economic conditions that correlate with default on receivables.

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    APPENDIX A INDEPENDENT AUDITORS REPORT ON THE COMBINED FINANCIAL STATEMENTS FOR THE YEARS ENDED 31 MAY 2012, 2011 AND 2010
    TEE LAND LIMITED NOTES TO COMBINED FINANCIAL STATEMENTS For the financial years ended 31 May 2012, 2011 and 2010

    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (contd) For financial assets carried at amortised cost, the amount of the impairment is the difference between the assets carrying amount and the present value of estimated future cash flows, discounted at the original effective interest rate. The carrying amount of the financial asset is reduced by the impairment loss directly for all financial assets with the exception of receivables where the carrying amount is reduced through the use of an allowance account. When a receivable is uncollectible, it is written off against the allowance account. Subsequent recoveries of amounts previously written off are credited against the allowance account. Changes in the carrying amount of the allowance account are recognised in profit or loss. If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment loss was recognised, the previously recognised impairment loss is reversed through profit or loss to the extent the carrying amount of the investment at the date the impairment is reversed does not exceed what the amortised cost would have been had the impairment not been recognised. Derecognition of financial assets The group derecognises a financial asset only when the contractual rights to the cash flows from the asset expire, or it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another entity. If the group neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the group recognises its retained interest in the asset and an associated liability for amounts it may have to pay. If the group retains substantially all the risks and rewards of ownership of a transferred financial asset, the group continues to recognise the financial asset and also recognises a collateralised borrowing for the proceeds received. Financial liabilities and equity instruments Classification as debt or equity Financial liabilities and equity instruments issued by the group are classified according to the substance of the contractual arrangements entered into and the definitions of a financial liability and an equity instrument. Equity instruments An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities. Equity instruments are recorded at the proceeds received, net of direct issue costs.

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    APPENDIX A INDEPENDENT AUDITORS REPORT ON THE COMBINED FINANCIAL STATEMENTS FOR THE YEARS ENDED 31 MAY 2012, 2011 AND 2010
    TEE LAND LIMITED NOTES TO COMBINED FINANCIAL STATEMENTS For the financial years ended 31 May 2012, 2011 and 2010

    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (contd) Other financial liabilities Trade and other payables are initially measured at fair value, net of transaction costs, and are subsequently measured at amortised cost, using the effective interest method, with interest expense recognised on an effective yield basis. Interest-bearing bank loans are initially measured at fair value, and are subsequently measured at amortised cost, using the effective interest method. Any difference between the proceeds (net of transaction costs) and the settlement or redemption of borrowings is recognised over the term of the borrowings in accordance with the groups accounting policy for borrowing costs (see below). Financial guarantee contract liabilities are measured initially at their fair values and, if not designated as at fair value through profit or loss (FVTPL), subsequently at the higher of the amount of obligation under the contract recognised as a provision in accordance with FRS 37 Provisions, Contingent Liabilities and Contingent Assets and the amount initially recognised less cumulative amortisation in accordance with FRS 18 Revenue. Derecognition of financial liabilities The group derecognises financial liabilities when, and only when, the groups obligations are discharged, cancelled or they expire. LEASES - Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases. The group as lessor Rental income from operating lease is recognised on a straight-line basis over the term of the relevant lease unless another systematic basis is more representative of the time pattern in which use benefit derived from the leased asset is diminished. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised as an expense over the lease term on the same basis as the lease income. The group as lessee Rentals payable under operating leases are charged to profit or loss on a straight-line basis over the term of the relevant lease unless another systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed. Contingent rentals arising under operating leases are recognised as an expense in the period in which they are incurred. In the event that lease incentives are received to enter into operating leases, such incentives are recognised as a liability. The aggregate benefit of incentives is recognised as a reduction of rental expense on a straight-line basis, except where another systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

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    APPENDIX A INDEPENDENT AUDITORS REPORT ON THE COMBINED FINANCIAL STATEMENTS FOR THE YEARS ENDED 31 MAY 2012, 2011 AND 2010
    TEE LAND LIMITED NOTES TO COMBINED FINANCIAL STATEMENTS For the financial years ended 31 May 2012, 2011 and 2010

    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (contd) DEVELOPMENT PROPERTIES - Development properties are stated at lower of cost and net realisable value. Cost of property comprise specifically identified costs, including acquisition costs, development expenditure, borrowing costs and other related expenditure. Borrowing costs payable on loans funding a development property are also capitalised, on a specific identification basis, as part of the cost of the development property until the completion of development. Completed properties for sale but remained unsold at year end are stated at lower of cost and net realisable value. Cost is determined by apportionment of the total land cost, development costs and borrowing costs capitalised attributable to unsold properties. Net realisable value takes into account the price ultimately expected to be realised, less costs to be incurred in marketing and selling, and the anticipated costs to completion, where appropriate. Development properties are classified as current when they are expected to be realised in, or are intended for sale in, the groups normal operating cycle. IMPAIRMENT OF NON-FINANCIAL ASSETS - At the end of each relevant period, the group reviews the carrying amounts of its non-financial assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the group estimates the recoverable amount of the cash-generating unit to which the asset belongs. Where a reasonable and consistent basis of allocation can be identified, corporate assets are also allocated to individual cash-generating units, or otherwise they are allocated to the smallest group of cashgenerating units for which a reasonable and consistent allocation basis can be identified. Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted. If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cashgenerating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss.

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    APPENDIX A INDEPENDENT AUDITORS REPORT ON THE COMBINED FINANCIAL STATEMENTS FOR THE YEARS ENDED 31 MAY 2012, 2011 AND 2010
    TEE LAND LIMITED NOTES TO COMBINED FINANCIAL STATEMENTS For the financial years ended 31 May 2012, 2011 and 2010

    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (contd) ASSOCIATES - An associate is an entity over which the group has significant influence and that is neither a subsidiary nor an interest in a joint venture. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies. The results and assets and liabilities of associates are incorporated in these combined financial statements using the equity method of accounting, except when the investment is classified as held for sale, in which case it is accounted for under FRS 105 Non-current Assets Held for Sale and Discontinued Operations. Under the equity method, investments in associates are carried in the consolidated statement of financial position at cost as adjusted for post-acquisition changes in the groups share of the net assets of the associate, less any impairment in the value of individual investments. Losses of an associate in excess of the groups interest in that associate (which includes any long-term interests that, in substance, form part of the groups net investment in the associate) are not recognised, unless the group has incurred legal or constructive obligation or made payments on behalf of the associate. Any excess of the cost of acquisition over the groups share of the net fair value of the identifiable assets, liabilities and contingent liabilities of the associate recognised at the date of acquisition is recognised as goodwill. The goodwill is included within the carrying amount of the investment and is assessed for impairment as part of the investment. Any excess of the groups share of the net fair value of the identifiable assets, liabilities and contingent liabilities over the cost of acquisition, after reassessment, is recognised immediately in profit or loss. Where a group entity transacts with an associate of the group, profits and losses are eliminated to the extent of the groups interest in the relevant associate. INTERESTS IN JOINT VENTURES - A joint venture is a contractual arrangement whereby the group and other parties undertake an economic activity that is subject to joint control, that is when the strategic financial and operating policy decisions relating to the activities require the unanimous consents of the parties sharing control. Where a group entity undertakes its activities under joint venture arrangements directly, the groups share of jointly controlled assets and any liabilities incurred jointly with other venturers are recognised in the combined financial statements of the relevant entity and classified according to their nature. Liabilities and expenses incurred directly in respect of interests in jointly controlled assets are accounted for on an accrual basis. Income from the sale or use of the groups share of the output of jointly controlled assets, and its share of joint venture expenses, are recognised by the group when it is probable that the economic benefits associated with the transactions will flow to/from the group and their amount can be measured reliably. Where the group transacts with its jointly controlled entities, unrealised profits and losses are eliminated to the extent of the groups interest in the joint venture.

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    APPENDIX A INDEPENDENT AUDITORS REPORT ON THE COMBINED FINANCIAL STATEMENTS FOR THE YEARS ENDED 31 MAY 2012, 2011 AND 2010
    TEE LAND LIMITED NOTES TO COMBINED FINANCIAL STATEMENTS For the financial years ended 31 May 2012, 2011 and 2010

    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (contd) PROVISIONS - Provisions are recognised when the group has a present obligation (legal or constructive) as a result of a past event, it is probable that the group will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the end of the relevant period, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows. When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, the receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably. REVENUE RECOGNITION - Revenue is measured at the fair value of the consideration received or receivable. Revenue is reduced for estimated customer returns, rebates and other similar allowances. Development properties Revenue from sales of development properties is recognised when risks and rewards of ownership of the real estate is transferred to the buyer, which may be: (a) (b) on a continuous transfer basis; or at a single point of time (e.g. at completion, upon or after delivery).

    Under (a), revenue is recognised based on the percentage of completion method when the transfer of significant risks and rewards of ownership occurs as construction progresses. Under the percentage of completion method, revenue and costs are recognised by reference to the stage of completion of the development activity at the end of the relevant period based on survey of work completed at the end of each relevant period performed by independent qualified surveyors. Profits are recognised only in respect of properties with finalised sales agreements. When it is probable that total contract costs will exceed total contract revenue, the expected loss is recognised as an expense immediately. Under (b), where transfer of significant risks and rewards of ownership coincides with the time when the property is completed or when the development units are delivered to the purchasers, revenue is recognised at that time. Revenue from sale of overseas development properties is recognised when the legal title passes to the buyer or when the equitable interest in the property vest in the buyer upon release of the handover notice of the respective property to the buyer, whichever earlier. Payments received from buyers prior to this stage are recorded as advances from customers from sale of properties and are classified as current liabilities.

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    APPENDIX A INDEPENDENT AUDITORS REPORT ON THE COMBINED FINANCIAL STATEMENTS FOR THE YEARS ENDED 31 MAY 2012, 2011 AND 2010
    TEE LAND LIMITED NOTES TO COMBINED FINANCIAL STATEMENTS For the financial years ended 31 May 2012, 2011 and 2010

    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (contd) Rendering of services Service revenue, as represented by the contract value of the services to be rendered, is recognised upon the completion of the services rendered. Income from providing financial guarantee is recognised in profit or loss over the guarantee period on a straight line basis. Interest income Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable. Rental income The groups policy for recognition of revenue from operating leases is described above. BORROWING COSTS - Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale. Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalisation. All other borrowing costs are recognised in profit or loss in the period in which they are incurred. RETIREMENT BENEFIT COSTS - Payments to defined contribution retirement benefit plans are charged as an expense when employees have rendered the services entitling them to the contributions. Payments made to state-managed retirement benefit schemes, such as the Singapore Central Provident Fund, are dealt with as payments to defined contribution plans where the groups obligations under the plans are equivalent to those arising in a defined contribution retirement benefit plan. EMPLOYEE LEAVE ENTITLEMENT - Employee entitlements to annual leave are recognised when they accrue to employees. A provision is made for the estimated liability for annual leave as a result of services rendered by employees up to the end of the relevant period. INCOME TAX - Income tax expense represents the sum of the tax currently payable and deferred tax. The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in the statement of comprehensive income because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are not taxable or tax deductible. The groups liability for current tax is calculated using tax rates (and tax laws) that have been enacted or substantively enacted in countries where the company and its subsidiaries operate by the end of the relevant period.

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    APPENDIX A INDEPENDENT AUDITORS REPORT ON THE COMBINED FINANCIAL STATEMENTS FOR THE YEARS ENDED 31 MAY 2012, 2011 AND 2010
    TEE LAND LIMITED NOTES TO COMBINED FINANCIAL STATEMENTS For the financial years ended 31 May 2012, 2011 and 2010

    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (contd) Deferred tax is recognised on differences between the carrying amounts of assets and liabilities in the combined financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit. Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries and associates, and interests in joint ventures except where the group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments and interests are only recognised to the extent that it is probable that there will be sufficient taxable profits against which to utilise the benefits of the temporary differences as they are expected to reverse in the foreseeable future. The carrying amount of deferred tax assets is reviewed at the end of each relevant period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset realised based on the tax rates (and tax laws) that have been enacted or substantively enacted by the end of the relevant period. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the group expects, at the end of the relevant period, to recover or settle the carrying amount of its assets and liabilities. Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the group intends to settle its current tax assets and liabilities on a net basis. Current and deferred tax are recognised as an expense or income in profit or loss, except when they relate to items credited or debited outside profit or loss (either in other comprehensive income or directly to equity), in which case the tax is also recognised outside profit or loss (either in other comprehensive income or directly in equity respectively), or where they arise from the initial accounting for a business combination. In the case of a business combination, the tax effect is taken into account in calculating goodwill or determining the excess of the acquirers interest in the net fair value of the acquirees identifiable assets, liabilities and contingent liabilities over cost. FOREIGN CURRENCY TRANSACTIONS AND TRANSLATION - The individual financial statements of each group entity are measured and presented in the currency of the primary economic environment in which the entity operates (its functional currency). The combined financial statements of the group are presented in Singapore dollars, which is the functional currency of the company and the presentation currency of the combined financial statements.

    - A-24 -

    APPENDIX A INDEPENDENT AUDITORS REPORT ON THE COMBINED FINANCIAL STATEMENTS FOR THE YEARS ENDED 31 MAY 2012, 2011 AND 2010
    TEE LAND LIMITED NOTES TO COMBINED FINANCIAL STATEMENTS For the financial years ended 31 May 2012, 2011 and 2010

    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (contd) In preparing the financial statements of the individual entities, transactions in currencies other than the entitys functional currency are recorded at the rates of exchange prevailing on the date of the transaction. At the end of each relevant period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at the end of each relevant period. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing on the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated. Exchange differences arising on the settlement of monetary items, and on retranslation of monetary items are included in profit or loss for the period. Exchange differences arising on the retranslation of non-monetary items carried at fair value are included in profit or loss for the period except for differences arising on the retranslation of non-monetary items in respect of which gains and losses are recognised in other comprehensive income. For such non-monetary items, any exchange component of that gain or loss is also recognised in other comprehensive income. For the purpose of presenting combined financial statements, the assets and liabilities of the groups foreign operations (including comparatives) are expressed in Singapore dollars using exchange rates prevailing at the end of the relevant period. Income and expense items (including comparatives) are translated at the average exchange rates for the period, unless exchange rates fluctuated significantly during that period, in which case the exchange rates at the dates of the transactions are used. Exchange differences arising, if any, are recognised in other comprehensive income and accumulated in a separate component in equity. On the disposal of a foreign operation (i.e. a disposal of the groups entire interest in a foreign operation, or a disposal involving loss of control over a subsidiary that includes a foreign operation, loss of joint control over a jointly controlled entity that includes a foreign operation, or loss of significant influence over an associate that includes a foreign operation), all of the accumulated exchange differences in respect of that operation attributable to the group are reclassified to profit or loss. Any exchange differences that have previously been attributed to non-controlling interests are derecognised, but they are not reclassified to profit or loss. In the case of a partial disposal (i.e. no loss of control) of a subsidiary that includes a foreign operation, the proportionate share of accumulated exchange differences are re-attributed to noncontrolling interests and are not recognised in profit or loss. For all other partial disposals (i.e. of associates or jointly controlled entities that do not result in the group losing significant influence or joint control), the proportionate share of the accumulated exchange differences is reclassified to profit or loss. On consolidation, exchange differences arising from the translation of the net investment in foreign entities (including monetary items that, in substance, form part of the net investment in foreign entities), and of borrowings and other currency instruments designated as hedges of such investments, are recognised in other comprehensive income and accumulated in a separate component of equity under the header of foreign currency translation reserve. CASH AND CASH EQUIVALENTS IN THE STATEMENTS OF CASH FLOWS - Cash and cash equivalents in the statements of cash flows comprise cash on hand, cash at banks, fixed deposits and project accounts are subject to an insignificant risk of changes in value.

    - A-25 -

    APPENDIX A INDEPENDENT AUDITORS REPORT ON THE COMBINED FINANCIAL STATEMENTS FOR THE YEARS ENDED 31 MAY 2012, 2011 AND 2010
    TEE LAND LIMITED NOTES TO COMBINED FINANCIAL STATEMENTS For the financial years ended 31 May 2012, 2011 and 2010

    CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY In the application of the groups accounting policies, which are described in Note 2, management is required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

    (a)

    Critical judgements in applying the entitys accounting policies


    The management is of the opinion that there are no instances of application of judgements which are expected to have a significant effect on the amounts recognised in the combined financial statements other than the investigation by the Commercial Affairs Department as set out in Note 33 to the combined financial statements and those involving estimates as discussed below.

    (b)

    Key sources of estimation uncertainty


    The key assumptions concerning the future, and other key sources of estimation uncertainty at the end of the relevant period, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are discussed below: (i) Allowances for doubtful trade and other receivables The group makes allowances for bad and doubtful debts based on on-going evaluation of collectability and aging analysis of individual receivables by reference to their past default experience. Allowances are applied to trade and other receivables where events or changes in circumstances indicate that the balances may not be collectible. The identification of bad and doubtful debts requires the use of judgement and estimates. Where the expectation is different from the original estimate, such difference will impact the carrying value of trade and other receivables and doubtful debts expenses in the period in which such estimate has been changed. The carrying amounts of the groups trade and other receivables are disclosed in Notes 8 and 9 respectively. (ii) Loans receivable from associates The group makes allowances for bad and doubtful debts based on assessment of the recoverability of loans receivable from associates. Allowances are applied to loans receivable when events or changes in circumstances indicate that the balance may not be collectible. The identification of bad and doubtful debt requires the use of judgement and estimates. Where the expectation is different from the original estimates, such difference will impact the carrying value of receivables and doubtful debts expenses in the period in which estimates has been changed. The carrying amount of the groups loans receivable from associates is disclosed in Note 10.

    - A-26 -

    APPENDIX A INDEPENDENT AUDITORS REPORT ON THE COMBINED FINANCIAL STATEMENTS FOR THE YEARS ENDED 31 MAY 2012, 2011 AND 2010
    TEE LAND LIMITED NOTES TO COMBINED FINANCIAL STATEMENTS For the financial years ended 31 May 2012, 2011 and 2010

    CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY (contd)

    (b)

    Key sources of estimation uncertainty (contd)


    (iii) Development properties Development properties are stated at lower of cost and estimated net realisable value, assessed on an individual project basis. When it is probable that the total project costs will exceed the total projected revenue, the amount in excess of net realisable value is recognised as an expense immediately. The process of evaluating the net realisable value of each property is subject to management judgement and the effect of assumptions in respect of development plans, timing of sale and the prevailing market conditions. Management performs cost studies for each project, taking into account the costs incurred to date, the development status and costs to complete each development project. Any future variation in plans, assumptions and estimates can potentially impact the carrying amounts of the respective properties. The carrying amount of the groups development properties is disclosed in Note 11. (iv) Impairment of investment in associates Management exercises their judgement in estimating recoverable amounts of its investment in associates of the group. The recoverable amounts of the investments are reviewed at the end of each reporting period to determine whether there is any indication that those investments have suffered an impairment loss. If any such indication exists, the recoverable amount is estimated in order to determine the extent of the impairment loss (if any). Recoverable amount is the higher of fair value less cost to sell and value in use. In assessing value in use, management need to estimate the future cash flows expected from the cashgenerating units and an appropriate discount rate in order to calculate the present value of the future cash flows. The carrying amounts of the groups investment in associates are disclosed in Note 12.

    FINANCIAL INSTRUMENTS, FINANCIAL RISKS AND CAPITAL RISKS MANAGEMENT

    (a)

    Categories of financial instruments


    The following table sets out the financial instruments as at the end of the relevant periods:
    2012 $000 Financial assets Loans and receivables (including cash and bank balances) 52,959 41,523 24,612 2011 $000 2010 $000

    - A-27 -

    APPENDIX A INDEPENDENT AUDITORS REPORT ON THE COMBINED FINANCIAL STATEMENTS FOR THE YEARS ENDED 31 MAY 2012, 2011 AND 2010
    TEE LAND LIMITED NOTES TO COMBINED FINANCIAL STATEMENTS For the financial years ended 31 May 2012, 2011 and 2010 4 FINANCIAL INSTRUMENTS, FINANCIAL RISKS AND CAPITAL RISKS MANAGEMENT (contd)

    (a)

    Categories of financial instruments (contd)


    2012 $000 Financial liabilities Amortised cost Financial guarantee contract 136,177 291 107,597 63,867 2011 $000 2010 $000

    Financial assets consist of cash and bank balances, trade receivables, other receivables and loans receivable from associates excluding prepayments. Financial liabilities consist of trade payables, other payables, long-term loan, long-term bank loans and financial guarantee liability.

    (b)

    Financial risk management policies and objectives


    The groups activities expose it to a variety of financial risks, such as market risk (including foreign exchange risk and interest rate risk), credit risk, liquidity risk, cash flow interest rate risk and fair value risk. The group does not hold or issue derivative financial instruments for speculative purposes. There has been no change to the groups exposure to these financial risks or the manner in which it manages and measures the risk. Market risk exposures are measured using sensitivity analysis indicated below. Foreign exchange risk management The group transacts business in various foreign currencies, including United States (US) Dollar and Thai Baht therefore is exposed to foreign exchange risk. At the end of the relevant periods, the carrying amounts of monetary assets and monetary liabilities denominated in currencies other than the respective group entities functional currencies are as follows:
    Liabilities 2011 $000 Assets 2011 $000 257 5,889

    2012 $000 US Dollar Thai Baht

    2010 $000

    2012 $000 8 4,661

    2010 $000 5,035

    - A-28 -

    APPENDIX A INDEPENDENT AUDITORS REPORT ON THE COMBINED FINANCIAL STATEMENTS FOR THE YEARS ENDED 31 MAY 2012, 2011 AND 2010
    TEE LAND LIMITED NOTES TO COMBINED FINANCIAL STATEMENTS For the financial years ended 31 May 2012, 2011 and 2010

    FINANCIAL INSTRUMENTS, FINANCIAL RISKS AND CAPITAL RISKS MANAGEMENT (contd)

    (b)

    Financial risk management policies and objectives (contd) Foreign currency sensitivity
    The following table details the sensitivity to a 10% increase and decrease in the relevant foreign currencies against the functional currency of each group entity. 10% is the sensitivity rate used when relevant foreign currency risk internally to key management personnel and represents managements assessment of the possible change in foreign exchange rates. The sensitivity analysis includes only outstanding foreign currency denominated monetary items and adjusts their translation at the period end for a 10% change in foreign currency rates. The sensitivity analysis includes external loans where they gave rise to an impact on the groups profit or loss. If the relevant foreign currency weakens by 10% against the functional currency of each group entity, profit or loss will decrease by:
    US Dollar impact 2011 2010 $000 $000 26 Thai Baht impact 2011 2010 $000 $000 588 504

    2012 $000 Profit or loss 1

    2012 $000 466

    If the relevant foreign currency strengthens by 10% against the functional currency of each group entity, the effect on profit or loss will be vice-versa. Interest rate risk management The group has exposure to interest rate risk through the impact of floating interest rate on borrowings. The group obtained financing through bank loans and the details of the groups interest rate exposure is disclosed in Note 17. No sensitivity analysis is performed because finance costs arising from the bank loans are capitalised as costs of development property. Credit risk management The groups principal financial assets are cash and bank balances, trade and other receivables and loans receivable from associates. The credit risk on cash and bank balances is limited as these balances are placed with or transacted with financial institutions with acceptable credit ratings. The groups credit risk is primarily attributable to its trade and other receivables and loans receivable from associates. The amounts presented in the statement of financial position are net of allowances for doubtful receivables. An allowance for impairment is made where there is an identified loss event which, based on previous experience, is evidence of a reduction in the recoverability of the cash flows. The maximum amount that the group could be forced to settle under the financial guarantee contract, if the full guaranteed amount is claimed by the counterparty to the guarantee is disclosed in Note 18.

    - A-29 -

    APPENDIX A INDEPENDENT AUDITORS REPORT ON THE COMBINED FINANCIAL STATEMENTS FOR THE YEARS ENDED 31 MAY 2012, 2011 AND 2010
    TEE LAND LIMITED NOTES TO COMBINED FINANCIAL STATEMENTS For the financial years ended 31 May 2012, 2011 and 2010

    FINANCIAL INSTRUMENTS, FINANCIAL RISKS AND CAPITAL RISKS MANAGEMENT (contd)

    (b)

    Financial risk management policies and objectives (contd)


    Liquidity risk management The group maintain sufficient cash and cash equivalents, and internally generated cash flows to finance their activities. The group minimises liquidity risk by keeping committed credit lines available.

    Liquidity and interest risk analysis


    Non-derivative financial liabilities The following tables detail the remaining contractual maturity for non-derivative financial liabilities. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the group can be required to pay. The table includes both interest and principal cash flows. The adjustment column represents the possible future cash flows attributable to the instrument included in the maturity analysis which is not included in the carrying amount of the financial liability on the combined statements of financial position.
    Weighted average effective interest rate % p.a. 2012 Non-interest bearing Variable interest rate instruments Financial guarantee liability 2.64 77,385 8,294 146 4,050 50,811 145 (4,363) 81,435 54,742 291 On demand or within 1 year $000

    Within 2 to 5 years $000

    After 5 years $000

    Adjustment $000

    Total $000

    2011 Non-interest bearing Variable interest rate instruments 3.01 60,769 1,286 4,050 44,732 (3,240) 64,819 42,778

    2010 Non-interest bearing Variable interest rate instruments 4.66 40,816 8,190 4,050 12,513 (1,702) 44,866 19,001

    - A-30 -

    APPENDIX A INDEPENDENT AUDITORS REPORT ON THE COMBINED FINANCIAL STATEMENTS FOR THE YEARS ENDED 31 MAY 2012, 2011 AND 2010
    TEE LAND LIMITED NOTES TO COMBINED FINANCIAL STATEMENTS For the financial years ended 31 May 2012, 2011 and 2010

    FINANCIAL INSTRUMENTS, FINANCIAL RISKS AND CAPITAL RISKS MANAGEMENT (contd)

    (b)

    Financial risk management policies and objectives (contd)


    Non-derivative financial assets The following table details the expected maturity for non-derivative financial assets. The tables below have been drawn up based on the undiscounted contractual maturities of the financial assets including interest that will be earned on those assets except where the group anticipates that the cash flow will occur in a different period. The adjustment column represents the possible future cash flows attributable to the instrument included in the maturity analysis which are not included in the carrying amount of the financial assets on the statements of financial position.
    Weighted average effective interest rate % p.a. 2012 Non-interest bearing Fixed interest rate instruments 5.14 14,960 5,487 6,309 30,256 (4,053) 21,269 31,690 On demand or within 1 year $000

    Within 2 to 5 years $000

    After 5 years $000

    Adjustment $000

    Total $000

    2011 Non-interest bearing Fixed interest rate instruments 5.51 12,508 5,332 6,309 20,805 (3,431) 18,817 22,706

    2010 Non-interest bearing Fixed interest rate instruments 5.72 4,346 5,834 6,309 10,368 (2,245) 10,655 13,957

    Fair value of financial assets and financial liabilities The carrying amounts of cash and cash equivalents, trade and other current receivables and payables and other liabilities approximate their respective fair values due to the relatively short-term maturity of these financial instruments. The fair values of the other classes of financial assets and liabilities are disclosed in the respective notes to the combined financial statements. The management considers that the carrying amounts of financial assets and financial liabilities recorded at amortised cost in the combined financial statements approximate their fair values.

    - A-31 -

    APPENDIX A INDEPENDENT AUDITORS REPORT ON THE COMBINED FINANCIAL STATEMENTS FOR THE YEARS ENDED 31 MAY 2012, 2011 AND 2010
    TEE LAND LIMITED NOTES TO COMBINED FINANCIAL STATEMENTS For the financial years ended 31 May 2012, 2011 and 2010

    FINANCIAL INSTRUMENTS, FINANCIAL RISKS AND CAPITAL RISKS MANAGEMENT (contd)

    (c)

    Capital risk management policies and objectives


    The group manages its capital to ensure that entities in the group will be able to continue as a going concern while maximising the return to stakeholders through the optimisation of the debt and equity balance. The capital structure of the group consists of debt, which includes the borrowings disclosed in Notes 17 and 19 and equity attributable to owners of the company, comprising of share capital, reserves and accumulated profits. The groups overall strategy with regards to capital risk management remains unchanged during the relevant periods.

    HOLDING COMPANY AND RELATED COMPANY TRANSACTIONS The company is a wholly-owned subsidiary of TEE International Limited, incorporated in Singapore, which is also the companys ultimate holding company. Related companies in these combined financial statements refer to members of the ultimate holding companys group of companies. Some of the groups transactions and arrangements are between members of the group and the effect of these on the basis determined between the parties is reflected in these combined financial statements. The intercompany balances are unsecured, interest-free and repayable on demand unless otherwise stated. (a) Significant intercompany transactions are as follows:
    2012 $000 Sales to related company Purchases from related companies Management fees paid to ultimate holding company Management fees paid to related company Services rendered by related company Recharge of salary expenses from related company Rental expenses paid to related company 90 (64) (11) (45) (375) (10) 2011 $000 372 (897) (37) (25) (26) (199) (5) 2010 $000 (2,662) (25) (18) (90) (4)

    (b)

    The ultimate holding company has granted corporate guarantees to the financial institutions amounting to $91,295,000 (2011 : $74,883,000; 2010 : $40,922,000) for securing banking facilities for subsidiaries of the group.

    - A-32 -

    APPENDIX A INDEPENDENT AUDITORS REPORT ON THE COMBINED FINANCIAL STATEMENTS FOR THE YEARS ENDED 31 MAY 2012, 2011 AND 2010
    TEE LAND LIMITED NOTES TO COMBINED FINANCIAL STATEMENTS For the financial years ended 31 May 2012, 2011 and 2010

    OTHER RELATED PARTY TRANSACTIONS Some of the groups transactions and arrangements are with related parties and the effect of these on the basis determined between the parties is reflected in these combined financial statements. The balances are unsecured, interest-free and repayable on demand unless otherwise stated. Significant related party transactions are as follows:
    2012 $000 (a) Associates Interest income Financial guarantee income Consultancy and service income 1,580 146 1,836 723 196 2011 $000 2010 $000

    Guarantees given No guarantees have been given except that the financial guarantee liability (Note 18) pertaining to the effects of fair value of corporate guarantee on initial recognition provided by the group on behalf of an associate to obtain banking facilities. (b) Compensation of the groups directors and key management personnel The remuneration of directors and other members of key management during the year were as follows:
    2012 $000 Short-term benefits Post-employment benefits 202 13 2011 $000 72 4 2010 $000 55 4

    Compensation of the groups directors and key management personnel were paid by a related company prior to 31 May 2012. As a result of the restructuring exercise described in Note 1, the group started to bear the groups directors and key management personnels remuneration. Prior to 31 May 2012, these amounts had been recharged back to the group in the respective years. (c) Sales of development properties to the groups directors and key management personnel During the year, the group had sold one (2011 : one; 2010 : Nil) unit of development property to one (2011 : one; 2010 : Nil) director of the group. The sale discount given to the director was 5.0% (2011 : 3.0%; 2010 : Nil%) of the groups usual list price.

    - A-33 -

    APPENDIX A INDEPENDENT AUDITORS REPORT ON THE COMBINED FINANCIAL STATEMENTS FOR THE YEARS ENDED 31 MAY 2012, 2011 AND 2010
    TEE LAND LIMITED NOTES TO COMBINED FINANCIAL STATEMENTS For the financial years ended 31 May 2012, 2011 and 2010

    OTHER RELATED PARTY TRANSACTIONS (contd) (d) Sales of development properties to the ultimate holding companys directors and key management personnel During the year, the group had sold eight (2011 : Nil; 2010 : Nil) units of development properties to five (2011 : Nil; 2010 : Nil) directors and three (2011 : Nil; 2010 : Nil) key management personnel of the ultimate holding company. The sale discounts given to directors and key management personnel on these transactions ranged from 1.7% to 5.0% (2011 : Nil%; 2010 : Nil%) of the groups usual list price. (e) Provision of internal audit services by an independent non-executive director One of the groups independent non-executive directors is the co-founder and currently the deputy managing partner of PKF-CAP LLP, a certified public accounting firm and a director of various entities related to PKF-CAP LLP. During the relevant periods and prior to his appointment as the independent non-executive director, PKF-CAP LLP was providing internal audit services to the ultimate holding company and its subsidiaries, and the independent non-executive director was the partner in charge. Provision of these internal audit services were paid by the ultimate holding company which had been recharged back to the group as part of the management fee paid to the ultimate holding company in the respective periods. (f) Provision of civil and structural engineering consultancy services by an independent nonexecutive director One of the groups independent non-executive director is a principal partner of LBW Consultants LLP, a firm providing civil and structural engineering consultancy services for certain projects of the group. The aggregate amounts charged by LBW Consultants LLP during the year was $45,000 (2011 : $Nil; 2010 : $Nil).

    CASH AND BANK BALANCES


    2012 $000 Cash at banks Cash on hand Project accounts Fixed deposit 1,765 4 5,744 1,000 8,513 2011 $000 1,191 7,683 8,874 2010 $000 403 11 414

    Fixed deposit bears interest rate of 0.135% (2011 : Nil%; 2010 : Nil%) per annum and for a tenure of 70 days (2011 : Nil days; 2010 : Nil days). Project accounts of $5,744,000 (2011 : $7,683,000; 2010 : $11,000) which are subject to restrictions under the Housing Developers (Project Account) Rules (1997 Ed). Withdrawals from these project accounts are restricted to payments for project expenditure incurred until the completion of the project.

    - A-34 -

    APPENDIX A INDEPENDENT AUDITORS REPORT ON THE COMBINED FINANCIAL STATEMENTS FOR THE YEARS ENDED 31 MAY 2012, 2011 AND 2010
    TEE LAND LIMITED NOTES TO COMBINED FINANCIAL STATEMENTS For the financial years ended 31 May 2012, 2011 and 2010

    CASH AND BANK BALANCES (contd) The groups cash and bank balances that are not denominated in the functional currencies of the respective entities are as follows:
    2012 $000 US Dollar 8 2011 $000 257 2010 $000

    TRADE RECEIVABLES
    2012 $000 Contract trade receivables Associates (Notes 6 and 12) 450 1,836 2,286 2011 $000 2,406 2,406 2010 $000 2,229 2,229

    The average credit period given to customers is 14 to 90 days (2011 : 14 days; 2010 : 14 days). No interest is charged on the outstanding trade receivables. Before accepting any new customer, the group assesses the potential customers credit quality and defines credit limits by customer. The group closely monitors the credit quality of its trade receivables and considers trade receivables that are neither past due nor impaired to be of a good credit quality. Included in the groups trade receivable balance are debtors with a carrying amount of $1,836,000 (2011 : $Nil; 2010 : $Nil) which are past due at the end of the relevant period for which the group has not made allowance as there has not been a significant change in credit quality and the amounts are still considered recoverable. The group does not hold any collateral over these balances. The average age of these receivables is 160 days (2011 : Nil days; 2010 : Nil days). In determining the recoverability of a trade receivable, the group considers any change in the credit quality of the trade receivable from the date credit was initially granted up to the end of the relevant periods. All trade receivables are denominated in the functional currencies of the respective entities.

    - A-35 -

    APPENDIX A INDEPENDENT AUDITORS REPORT ON THE COMBINED FINANCIAL STATEMENTS FOR THE YEARS ENDED 31 MAY 2012, 2011 AND 2010
    TEE LAND LIMITED NOTES TO COMBINED FINANCIAL STATEMENTS For the financial years ended 31 May 2012, 2011 and 2010

    OTHER RECEIVABLES
    2012 $000 Related companies (Note 5) Interest receivable due from associates (Notes 6 and 12) Prepayments Deposits Joint developer Outside parties 1,695 1,910 246 5 6,309 1,551 11,716 (5,407) 2011 $000 246 815 65 10 6,309 157 7,602 (1,293) 2010 $000 246 196 557 7,012 1 8,012 (1,703)

    Less: Amounts receivable within 12 months (shown under current assets) Amounts receivable after 12 months

    6,309

    6,309

    6,309

    In determining the recoverability of other receivables, the group considers any change in the credit quality of the other receivables from the date credit was initially granted up to the end of the relevant periods. Management has assessed the credit worthiness of the other receivables. Other receivables are not past due nor impaired. (a) The amounts due from outside parties are unsecured, interest-free and repayable on demand. Included in the amount due from joint developer is an amount of $6,309,000 (2011 : $6,309,000; 2010 : $6,309,000) which is unsecured, interest-free and to be repaid upon settlement of the final account. In 2010, the remaining amount of $703,000 is unsecured, interest-free and repayable on demand.

    (b)

    Movements in the allowance for doubtful debts:


    2012 $000 At beginning of the year Amounts written off during the year At end of the year 2011 $000 2010 $000 128 (128)

    The groups other receivables that are not denominated in the functional currencies of the respective entities are as follows:
    2012 $000 Thai Baht 56 2011 $000 70 2010 $000

    - A-36 -

    APPENDIX A INDEPENDENT AUDITORS REPORT ON THE COMBINED FINANCIAL STATEMENTS FOR THE YEARS ENDED 31 MAY 2012, 2011 AND 2010
    TEE LAND LIMITED NOTES TO COMBINED FINANCIAL STATEMENTS For the financial years ended 31 May 2012, 2011 and 2010

    10

    LOANS RECEIVABLE FROM ASSOCIATES


    2012 $000 Loans receivable from associates Less: Amounts receivable within 12 months (shown under current assets) Amounts receivable after 12 months 30,690 (2,859) 2011 $000 22,706 (4,080) 2010 $000 13,957 (5,035)

    27,831

    18,626

    8,922

    The unsecured loans receivable from associates are expected to be repaid upon the completion of the development projects held by the respective associates and bear interest which is fixed at rates ranging from 5.00% to 7.00% (2011 : 5.00% to 7.00%; 2010 : 5.00% to 7.00%) per annum. Management has assessed the credit worthiness of the associates and believes that no allowance is required for the loans receivable from associates. The fair value of the groups loans receivable from associates approximates their carrying amounts. The group executed two deeds of subordination (the deeds) to secure all liabilities and indebtedness of two of its associates. As a result of the deeds, the loans receivable from associates amounting to $9,432,000 (2011 : $Nil; 2010 : $Nil) are subordinated in rank to the credit facilities granted by the banks to the associates. The groups loans receivable from associates that are not denominated in the functional currencies of the respective entities are as follows:
    2012 $000 Thai Baht 4,605 2011 $000 5,819 2010 $000 5,035

    11

    DEVELOPMENT PROPERTIES
    2012 $000 Development properties Continuous transfer of significant risk and rewards to ownerships as construction progresses Cost incurred plus attributable profit Progress billings 96,334 (5,725) 90,609 71,405 (715) 70,690 45,831 (5,865) 39,966 2011 $000 2010 $000

    - A-37 -

    APPENDIX A INDEPENDENT AUDITORS REPORT ON THE COMBINED FINANCIAL STATEMENTS FOR THE YEARS ENDED 31 MAY 2012, 2011 AND 2010
    TEE LAND LIMITED NOTES TO COMBINED FINANCIAL STATEMENTS For the financial years ended 31 May 2012, 2011 and 2010

    11

    DEVELOPMENT PROPERTIES (contd) Details of the groups development properties are as follows:
    Name of property 448 East Coast, Singapore 79, 79A, 79B, 81, 81A, 81B, 83, 83A, 83B and 85 Duku Road, Singapore 47, 49, 51, 55, 57, 59 and 61 Cairnhill Circle, Singapore 91 Marshall Road, Singapore HSD 7051, PT 12059, Mukim of Dengkil, Sepang, Malaysia 21 Rambai Road, Singapore 31 and 31A Dunsfold Drive, Singapore Description 28 units of residential apartment 51 units of residential apartment Tenure Freehold 2012 $000 9,842 2011 $000 11,873 2010 $000

    Freehold

    26,353

    22,826

    Condominiums of 112 units

    Freehold

    42,217

    34,932

    27,644

    30 units of residential apartment Vacant plot of commercial land

    Freehold

    10,827

    1,059

    Freehold

    1,370

    12 units of residential apartment 2 units of detached dwelling house

    Freehold

    2,580

    Freehold

    9,742

    90,609

    70,690

    39,966

    All development properties were pledged to banks to secure long-term bank loans granted to the group (Note 17). Finance costs capitalised as cost of development properties during the financial year amounted to $1,366,000 (2011 : $1,047,000; 2010 : $1,393,000). The rate of interest relating to finance costs capitalised in development properties for the group during the financial year is 1.54% to 4.50% (2011 : 2.04% to 4.50%; 2010 : 4.50% to 4.80%) per annum.

    - A-38 -

    APPENDIX A INDEPENDENT AUDITORS REPORT ON THE COMBINED FINANCIAL STATEMENTS FOR THE YEARS ENDED 31 MAY 2012, 2011 AND 2010
    TEE LAND LIMITED NOTES TO COMBINED FINANCIAL STATEMENTS For the financial years ended 31 May 2012, 2011 and 2010

    12

    INVESTMENT IN ASSOCIATES
    2012 $000 Unquoted equity shares, at cost Deemed cost of investment Share of post-acquisition reserves 5,943 2,395 (852) 7,486 2011 $000 5,101 1,009 (90) 6,020 2010 $000 3,931 824 (696) 4,059

    Deemed cost of investment pertains to the effects of fair value of financial guarantee on initial recognition provided by the group on behalf of associates to obtain banking facilities. The share of accumulated losses not recognised were $517,000 (2011 : $Nil; 2010 : $Nil). Details of the groups associates are as follows:
    Name of associate/ Place of incorporation and operation Proportion of ownership interest and voting power held 2012 2011 2010 % % % 20 20 20

    Principal activity

    Unique Development Pte Ltd Singapore (1) Unique Realty Pte Ltd Singapore (1) Residenza Pte Ltd Singapore (1) Development 26 Pte Ltd Singapore (1) Unique Consortium Pte Ltd Singapore (1) Unique Capital Pte Ltd Singapore (1) KSH (China) Venture Pte Ltd Singapore (1) Chewathai Ltd Thailand (2) Held by Chewathai Ltd Chewathai Hup Soon Ltd Thailand (2)
    (1) (2)

    Development of real estate

    Development of real estate

    20

    20

    Development of real estate

    32

    32

    Development of real estate

    45

    45

    Development of real estate

    20

    Development of real estate

    20

    Development of real estate

    20

    20

    Development of real estate

    49

    49

    49

    Development of real estate

    24.5

    24.5

    24.5

    Audited by Deloitte & Touche LLP, Singapore for equity accounting purposes for group consolidation. Audited by another firm of auditors, Ernst & Young LLP, Thailand for equity accounting purposes for group consolidation.

    - A-39 -

    APPENDIX A INDEPENDENT AUDITORS REPORT ON THE COMBINED FINANCIAL STATEMENTS FOR THE YEARS ENDED 31 MAY 2012, 2011 AND 2010
    TEE LAND LIMITED NOTES TO COMBINED FINANCIAL STATEMENTS For the financial years ended 31 May 2012, 2011 and 2010

    12

    INVESTMENT IN ASSOCIATES (contd) Summarised financial information in respect of the groups associates is set out below:
    2012 $000 Total assets Total liabilities Net assets 374,831 (357,719) 17,112 2011 $000 235,376 (217,784) 17,592 2010 $000 170,616 (156,706) 13,910

    Groups share of associates net assets

    5,091

    5,011

    3,235

    Revenue

    44,183

    14,389

    543

    (Loss) Profit for the financial year

    (3,282)

    2,622

    (582)

    Groups share of associates results for the financial year

    (728)

    982

    (126)

    13

    PREPAID INVESTMENT 2012 $000 Prepaid investment, at cost Transferred to investment in subsidiaries 748 (748) 2011 $000 748 748 2010 $000

    Prepaid investment of $748,000 was earmarked as deposit for future shares subscription of a company in Vietnam in financial year ended 31 May 2011 and has been transferred to investment in subsidiaries in financial year ended 31 May 2012. 14 DEFERRED TAX The following are the major deferred tax assets recognised by the group and movements thereon during the year: Deferred tax assets
    Tax losses $000 At 1 June 2009, 31 May 2010 and 2011 Credit to profit or loss for the year (Note 27) At 31 May 2012 55 55

    - A-40 -

    APPENDIX A INDEPENDENT AUDITORS REPORT ON THE COMBINED FINANCIAL STATEMENTS FOR THE YEARS ENDED 31 MAY 2012, 2011 AND 2010
    TEE LAND LIMITED NOTES TO COMBINED FINANCIAL STATEMENTS For the financial years ended 31 May 2012, 2011 and 2010

    15

    TRADE PAYABLES
    2012 $000 Related companies (Note 5) Contract trade payables Retention payables 4 1,696 117 1,817 2011 $000 246 666 912 2010 $000 2,021 374 2,395

    The credit period granted by suppliers is 30 days (2011 : 30 days; 2010 : 30 days). No interest is charged on the outstanding balance. Retention payables are classified as current as they are expected to be repaid within the groups normal operating cycle. All trade payables are denominated in the functional currencies of the respective entities. 16 OTHER PAYABLES
    2012 $000 Ultimate holding company (Note 5) Related companies (Note 5) Accrued expenses Accrued interest expense Rental and security deposits Joint developer Other payables 65,781 1,707 119 64 168 7,446 283 75,568 2011 $000 58,015 289 153 139 902 118 241 59,857 2010 $000 36,059 190 27 761 1,380 4 38,421

    Included in the amount due to joint developer (JD) is an agreed amount payable to the JD of $6,782,000 (2011 : $Nil; 2010 : $Nil) as the group recognises the enhanced value that the JD brings to the joint development and of the JDs effort in facilitating the joint development. The amount due to the JD is unsecured, interest-free and expected to be repayable within the next twelve months. The remaining amount of $664,000 (2011 : $118,000; 2010 : $1,380,000) is unsecured, interest-free and repayable on demand. All other payables are denominated in the functional currencies of the respective entities.

    - A-41 -

    APPENDIX A INDEPENDENT AUDITORS REPORT ON THE COMBINED FINANCIAL STATEMENTS FOR THE YEARS ENDED 31 MAY 2012, 2011 AND 2010
    TEE LAND LIMITED NOTES TO COMBINED FINANCIAL STATEMENTS For the financial years ended 31 May 2012, 2011 and 2010

    17

    LONG-TERM BANK LOANS


    2012 $000 Bank loans Less: Amounts due for settlement within 12 months (shown under current liabilities) Amounts due for settlement after 12 months 54,742 (6,939) 2011 $000 42,778 2010 $000 19,001 (7,305)

    47,803

    42,778

    11,696

    The group has five (2011 : four; 2010 : four) bank loans: (a) The groups loan of $6,939,000 (2011 : $6,802,000; 2010 : $3,517,000) was raised in October 2007 for and secured on the development property at 47, 49 and 51 Cairnhill Circle, Singapore (Note 11). The loan is repayable in the financial year ending 31 May 2013; The groups loan of $13,016,000 (2011 : $11,953,000; 2010 : $8,179,000) was raised in October 2007 for and secured on the development property at 55, 57, 59 and 61 Cairnhill Circle, Singapore (Note 11). The loan is expected to be repaid in June 2016 or 6 months from the date of issuance of Temporary Occupation Permit. However, subsequent to the end of the relevant period, the group did not satisfy a covenant to launch the sale of the development property by the stipulated timeframe and accordingly, the credit facility has become payable on demand subsequent to the end of the relevant period. On 5 March 2013, the Group had obtained a letter of agreement from the bank to extend the launch of the development property by 31 March 2013. Subsequently, the development property was launched within the extended timeframe; (c) The groups loan of $6,613,000 (2011 : $8,535,000; 2010 : $Nil) was raised in August 2010 for and secured on the development property at 448 East Coast Road, Singapore (Note 11). The loan is expected to be repaid in March 2014 or 6 months from the date of issuance of Temporary Occupation Permit; The groups loan of $18,462,000 (2011 : $15,488,000; 2010 : $Nil) was raised in February 2011 for and secured on the development property at 79, 79A, 79B, 81, 81A, 81B, 83, 83A, 83B and 85 Duku Road, Singapore (Note 11). The loan is expected to be repaid in September 2015 or 6 months from the date of issuance of Temporary Occupation Permit; The groups loan of $9,712,000 (2011 : $Nil; 2010 : $Nil) was raised in August 2011 for and secured on the development property at 91 Marshall Road, Singapore (Note 11). The loan is expected to be repaid in December 2015 or 6 months from the date of issuance of Temporary Occupation Permit; The groups loan of $2,745,000 in 2010 was raised in September 2007 and was fully repaid in February 2011 for the completed property at 21 Rambai Road, Singapore (Note 11); and The groups loan of $4,560,000 in 2010 was raised in May 2008 and was fully repaid in April 2011 for the completed property at 31 and 31A Dunsfold Drive, Singapore (Note 11).

    (b)

    (d)

    (e)

    (f)

    (g)

    - A-42 -

    APPENDIX A INDEPENDENT AUDITORS REPORT ON THE COMBINED FINANCIAL STATEMENTS FOR THE YEARS ENDED 31 MAY 2012, 2011 AND 2010
    TEE LAND LIMITED NOTES TO COMBINED FINANCIAL STATEMENTS For the financial years ended 31 May 2012, 2011 and 2010

    17

    LONG-TERM BANK LOANS (contd) The groups long-term bank loans bear interest at rates ranging from 1.54% to 4.50% (2011 : 2.04% to 4.50%; 2010 : 4.50% to 4.80%) per annum. The Directors estimate the fair value of the groups long-term bank loans to approximate the carrying amount. On 6 July 2012, the group executed a deed of subordination (the deed) to secure all liabilities and indebtedness of one its subsidiaries, TEE Resources Sdn Bhd. The deed is in line with the credit facilities of an aggregate principal amount of up to Malaysia Ringgit (RM) of 25,500,000 granted to TEE Resources Sdn Bhd by Malaysia Building Society Berhad. The management is of the opinion that the execution of the deed by the group is in the commercial interests and for the benefit of the group.

    18

    FINANCIAL GUARANTEE LIABILITY


    2012 $000 Financial guarantee liability Less: Amount shown under current liabilities Amount shown under non-current liability 291 (146) 145 2011 $000 2010 $000

    Financial guarantee liability pertains to the effects of fair value of corporate guarantee amounting to $9,700,000 (2011 : $Nil; 2010 : $Nil) on initial recognition provided by the group on behalf of an associate to obtain banking facilities. 19 LONG-TERM LOAN The unsecured long-term loan is repayable to a joint developer, to be repaid upon settlement of final account. No interest is charged on the outstanding balance. 20 SHARE CAPITAL The company was incorporated on 18 December 2012. Accordingly, the share capital in the combined statements of financial positions as at 31 May 2012, 2011 and 2010 represent the share of the paid-up capital of TEE International Limited, the ultimate holding company.
    2012 2011 2010 Number of ordinary shares Issued and paid up: At beginning of the year Issue of shares At end of the year 2012 $000 2011 $000 2010 $000

    7,000,000 2,000,000 9,000,000

    4,000,000 3,000,000 7,000,000

    4,000,000 4,000,000

    7,000 2,000 9,000

    4,000 3,000 7,000

    4,000 4,000

    Fully paid ordinary shares, which have no par value, carry one vote per share and carry a right to dividends as and when declared by the company.

    - A-43 -

    APPENDIX A INDEPENDENT AUDITORS REPORT ON THE COMBINED FINANCIAL STATEMENTS FOR THE YEARS ENDED 31 MAY 2012, 2011 AND 2010
    TEE LAND LIMITED NOTES TO COMBINED FINANCIAL STATEMENTS For the financial years ended 31 May 2012, 2011 and 2010

    21

    CURRENCY TRANSLATION RESERVE Exchange differences relating to the translation from the functional currencies of the groups foreign operations into Singapore dollars are brought to account by recognising those exchange differences in other comprehensive income and accumulating them in a separate component of equity under the header of currency translation reserve.

    22

    REVENUE
    2012 $000 Sales of development properties Rental income Consultancy and service income 4,414 1,664 1,836 7,914 2011 $000 17,587 5,454 23,041 2010 $000 4,696 7,496 12,192

    23

    OTHER OPERATING INCOME


    2012 $000 Interest income Foreign currency exchange adjustment gain Financial guarantee income Others 1,580 4 146 35 1,765 2011 $000 723 723 2010 $000 196 196

    24

    ADMINISTRATIVE EXPENSES
    2012 $000 Employee benefit expenses Marketing expenses Others 677 1,462 427 2,566 2011 $000 327 388 167 882 2010 $000 142 22 51 215

    25

    OTHER OPERATING EXPENSES


    2012 $000 Foreign currency exchange adjustment loss Others 59 3 62 2011 $000 185 185 2010 $000

    - A-44 -

    APPENDIX A INDEPENDENT AUDITORS REPORT ON THE COMBINED FINANCIAL STATEMENTS FOR THE YEARS ENDED 31 MAY 2012, 2011 AND 2010
    TEE LAND LIMITED NOTES TO COMBINED FINANCIAL STATEMENTS For the financial years ended 31 May 2012, 2011 and 2010

    26

    FINANCE COSTS
    2012 $000 Interest on bank loans Less: Amounts included in the cost of development properties (Note 11) 1,366 (1,366) 2011 $000 1,169 (1,047) 2010 $000 1,393 (1,393)

    122

    27

    INCOME TAX EXPENSE


    2012 $000 Current: - On the profit for the year - Underprovision in prior years - Withholding tax expense Deferred (Note 14): - Credit for the year 2011 $000 2010 $000

    411 18 72

    501

    160

    (55) 446

    501

    160

    Domestic income tax is calculated at 17% (2011 : 17%; 2010 : 17%) of the estimated assessable profit for the year. Taxation for other jurisdictions is calculated at the rates prevailing in the relevant jurisdictions. The total charge for the year can be reconciled to the accounting profit as follows:
    2012 $000 Profit before tax Less: Share of results of associates 1,967 728 2,695 2011 $000 4,147 (982) 3,165 2010 $000 1,399 126 1,525

    - A-45 -

    APPENDIX A INDEPENDENT AUDITORS REPORT ON THE COMBINED FINANCIAL STATEMENTS FOR THE YEARS ENDED 31 MAY 2012, 2011 AND 2010
    TEE LAND LIMITED NOTES TO COMBINED FINANCIAL STATEMENTS For the financial years ended 31 May 2012, 2011 and 2010

    27

    INCOME TAX EXPENSE (contd)


    2012 $000 Tax at the domestic income tax rate of 17% (2011 : 17%; 2010 : 17%) Tax effect of (income) expense that are not (taxable) deductible in determining taxable profit Withholding tax expense Exempt income Deferred tax benefit not recognised now utilised Underprovision in prior years Others 2011 $000 2010 $000

    458 (9) 72 (80) 18 (13) 446

    538 (36) (28) 27 501

    259 16 (40) (77) 2 160

    Subject to the agreement by the tax authority, the group has unutilised tax losses of approximately $324,000 (2011 : $Nil; 2010 : $Nil). Deferred tax asset of $55,000 (2011 : $Nil; 2010 : $Nil) has been recognised in respect of such tax losses (Note 14). 28 PROFIT FOR THE YEAR Profit for the year has been arrived at after charging:
    2012 $000 Directors remuneration: Directors of the company Directors of the subsidiaries Employee benefits expense (including Directors remuneration) 2011 $000 2010 $000

    212 3 794

    74 2 713

    57 2 445

    Employee benefits expense (including defined contribution plans) were paid by a related company prior to 31 May 2012. As a result of the restructuring exercise described in Note 1, the group started to bear the employee benefits expense. Prior to 31 May 2012, these amounts had been recharged back to the group in the respective years. 29 EARNINGS PER SHARE Basic and diluted earnings per share are calculated by dividing profit after taxation attributable to owners of the company for the financial years ended 31 May 2012, 2011 and 2010 by the preinvitation share capital of the company of 331,876,000 shares. The company did not hold any dilutive potential ordinary shares during the financial year (2011 : Nil; 2010 : Nil).

    - A-46 -

    APPENDIX A INDEPENDENT AUDITORS REPORT ON THE COMBINED FINANCIAL STATEMENTS FOR THE YEARS ENDED 31 MAY 2012, 2011 AND 2010
    TEE LAND LIMITED NOTES TO COMBINED FINANCIAL STATEMENTS For the financial years ended 31 May 2012, 2011 and 2010

    30

    OPERATING LEASE ARRANGEMENTS The group as a lessee


    2012 $000 Minimum lease payments under operating leases recognised as expense in the year (Note 5) 10 2011 $000 5 2010 $000 4

    Operating lease payments represent rentals payable by the group for its office premises. At the end of the relevant period, the group does not have outstanding commitments under noncancellable operating leases for office premises. The group as a lessor Rental income earned during the year was $315,000 (2011 : $Nil; 2010 : $Nil). At the end of the relevant period, the group has contracted with tenants for the following future minimum lease payments:
    2012 $000 Within one year 108 2011 $000 2010 $000

    31

    SEGMENT INFORMATION The group is engaged in real estate development. The groups operations are pre-dominantly focused on Singapore and substantively the groups turnover and contribution to profit from operations are derived from the sales of properties. The groups property development works have similar characteristics and exhibit similar long-term financial performance. Accordingly, no analysis of results and financial information by business segment or geographical area of operations is available to the chief operating decision maker for the purpose of resource allocation and assessing performance. Therefore, the group comprises only one operating segment and all its significant operations are within the same geographical area. The group has a large number of customers and does not have any significant revenue arising from sales of development properties from any major contracts.

    - A-47 -

    APPENDIX A INDEPENDENT AUDITORS REPORT ON THE COMBINED FINANCIAL STATEMENTS FOR THE YEARS ENDED 31 MAY 2012, 2011 AND 2010
    TEE LAND LIMITED NOTES TO COMBINED FINANCIAL STATEMENTS For the financial years ended 31 May 2012, 2011 and 2010

    32

    EVENTS AFTER THE RELEVANT PERIOD The company (Registration Number 201230851R) was incorporated in Singapore on 18 December 2012 under the Companies Act as a private company limited by shares, under the name TEE Land Private Limited. On 23 May 2013, the company changed its name to TEE Land Limited in connection with its conversion to a public company limited by shares. As at the date of incorporation, the issued and paid-up share capital was $1 comprising one share. On 22 February 2013, the company entered into the restructuring agreement, pursuant to which the company acquired each of the subsidiaries and the assets and liabilities of each of these subsidiaries. Pursuant to the restructuring exercise, the companys issued and paid-up share capital was increased to $15,969,000 comprising 15,969,000 shares. In addition, pursuant to the subscription agreement, the pre-IPO investors collectively subscribed for 4,000,000 shares for an aggregate consideration of $4,000,000. Pursuant to written resolutions dated 2 May 2013 and 11 May 2013, the companys then shareholders approved, inter alia, the following: (a) the conversion of the company into a public company limited by shares and the consequential change of name to TEE Land Limited; the capitalisation of $63,000,000 of the shareholders loan and advances from the ultimate holding company and the issue of 63,000,000 new shares to the ultimate holding company; the sub-division of each share into 4 shares pursuant to the share split; the adoption of the Articles of Association of the company; the issue of the invitation shares and the over-allotment shares pursuant to the invitation, which when allotted, issued and fully paid, will rank pari passu in all respects with the existing issued shares; that authority be given to the companys Directors, pursuant to Section 161 of the Companies Act, to: (i) (aa) (bb) issue shares whether by way of rights, bonus or otherwise; and/or make or grant offers, agreements or options (collectively, Instruments) that might or would require shares to be issued during the continuance of this authority or thereafter, including but not limited to the creation and issue of (as well as adjustments to) warrants, debentures or other instruments convertible into shares, at any time and upon such terms and conditions and for such purposes and to such persons as the companys Directors may, in their absolute discretion, deem fit; and

    (b)

    (c) (d) (e)

    (f)

    (ii)

    issued shares in pursuance of any Instruments made or granted by the companys Directors while such authority was in force (notwithstanding that such issue of shares pursuant to the Instruments may occur after the expiration of the authority contained in this resolution),

    - A-48 -

    APPENDIX A INDEPENDENT AUDITORS REPORT ON THE COMBINED FINANCIAL STATEMENTS FOR THE YEARS ENDED 31 MAY 2012, 2011 AND 2010
    TEE LAND LIMITED NOTES TO COMBINED FINANCIAL STATEMENTS For the financial years ended 31 May 2012, 2011 and 2010

    32

    EVENTS AFTER THE RELEVANT PERIOD (contd) Provided that: (iii) the aggregate number of shares issued pursuant to such authority (including the shares to be issued in pursuance of Instruments made or granted pursuant to such authority), shall not exceed 50.0% of the post-invitation issued share capital, and provided further that the aggregate number of such shares to be offered other than on a pro-rata basis in pursuance to such authority (including shares to be issued pursuant to any Instruments made or granted pursuant to such authority) shall not exceed 20.0% of the post-invitation issued share capital; (unless revoked or varied by the company in general meeting) the authority so conferred shall continue in force until the conclusion of the next annual general meeting of the company or the date by which the next annual general meeting of the company is required by law to be held, whichever is the earlier.

    (iv)

    For the purposes of this resolution, the post-invitation issued share capital shall mean the total number of issued shares of the company (excluding treasury shares) immediately after this invitation, after adjusting for: (i) new shares arising from the conversion or exercise of any convertible securities; (ii) new shares arising from the exercise of share options or vesting of share awards outstanding or subsisting at the time such authority is given, provided the options or awards were granted in compliance with the Listing Manual; and (iii) any subsequent bonus issue, consolidation or sub-division of shares; and (g) that: (i) subject to and conditional upon the passing of the resolution referred to in paragraph (f) above, approval be given to the Directors of the company at any time to issue shares (other than on a pro-rata basis to shareholders) at an issue price for each share which shall be determined by our Directors in their absolute discretion provided that such price shall not represent a discount of more than 10.0% to the weighted average price of a share for trades done on the SGX-ST (as determined in accordance with the requirements of the SGX-ST); and (unless revoked or varied by the company in general meeting) the authority so conferred shall continue in force until the conclusion of the next annual general meeting of the company or the date by which the next annual general meeting of the company is required by law to be held, whichever is the earlier.

    (ii)

    (h)

    the adoption of the groups Performance Share Plan (PSP) and Employee Share Option Scheme (ESOS). The Directors are authorised to allot and issue Award Shares or Option Shares (as the case may be) upon the vesting of Awards granted under the groups PSP or exercise of options granted under the ESOS.

    - A-49 -

    APPENDIX A INDEPENDENT AUDITORS REPORT ON THE COMBINED FINANCIAL STATEMENTS FOR THE YEARS ENDED 31 MAY 2012, 2011 AND 2010
    TEE LAND LIMITED NOTES TO COMBINED FINANCIAL STATEMENTS For the financial years ended 31 May 2012, 2011 and 2010

    32

    EVENTS AFTER THE RELEVANT PERIOD (contd) Chewathai purchased an industrial development site in Tambon Map Yang Phon, Amphur Pluak Daeng, Rayong Province, Thailand, for the construction of a factory to be leased out for rental collection purpose; TEE Industrial Pte. Ltd. has exercised the option to purchase a property at 25 Bukit Batok Street 22, Singapore 659591 from Allied Technologies Limited; Development 16 Pte. Ltd., together with Lian Beng Group Ltd and Kim Seng Heng Realty Pte. Ltd., have been awarded a tender for redevelopment of a 4-storey office building with 2 basements at 160 Changi Road; and TEE Hospitality Pte. Ltd., together with Artmatic Holdings Limited, had through TEE Oceania Pte Limited, exercised the option to acquire the Riccarton Holiday Park in Christchurch, New Zealand, for the purposes of converting it into a workers temporary accommodation.

    33

    INVESTIGATION BY THE COMMERCIAL AFFAIRS DEPARTMENT In April 2012, the ultimate holding company announced that it has been informed by Mr. Bertie Cheng Shao Shiong, the Independent Director and Non-Executive Chairman of the ultimate holding company, and Mr. Phua Chian Kin, the Group Executive and Managing Director of the ultimate holding company, that they are the subject of investigation by the Commercial Affairs Department (CAD) on possible contravention of market rigging provisions in the Securities and Futures Act (Chapter 289). Mr. Cheng and Mr. Phua have indicated that they will cooperate fully with the CAD in its investigation, and are providing CAD with access to the relevant records for the period from 1 July 2008 to 31 March 2009. The Board of Directors of the ultimate holding company are of the opinion that the involvement of Mr. Cheng and Mr. Phua in the day to day matters of the ultimate holding company and its subsidiaries (TEE Group) is minimal. TEE Group is run by a team of capable senior and middle managers, many of whom have spent more than a decade building up TEE Group. TEE Group continues to operate at an optimal level. Hence, the Board of Directors of the ultimate holding company confirm that in their opinion, the CAD investigation would not have any impact on TEE Group. The Board of Directors of the company are of the opinion that Mr. Cheng and Mr. Phua are not involved in the day to day matters of the group. Hence, the Board of Directors of the group confirm that in their opinion, the CAD investigation would not have any impact on the group.

    - A-50 -

    APPENDIX A INDEPENDENT AUDITORS REPORT ON THE COMBINED FINANCIAL STATEMENTS FOR THE YEARS ENDED 31 MAY 2012, 2011 AND 2010
    TEE LAND LIMITED STATEMENT OF DIRECTORS

    In the opinion of the directors, the combined financial statements of the group as set out on pages A-3 to A-50 are drawn up so as to give a true and fair view of the state of affairs of the group as at 31 May 2012, 2011 and 2010, and of the results, changes in equity and cash flows of the group for the financial years then ended 31 May 2012, 2011 and 2010 and at the date of this statement, there are reasonable grounds to believe that the group will be able to pay its debts when they fall due.

    ON BEHALF OF THE DIRECTORS

    ................................................ Phua Cher Chew

    ................................................. Saw Chin Choo

    29 May 2013

    - A-51 -

    APPENDIX B INDEPENDENT AUDITORS REPORT ON THE COMBINED INTERIM CONDENSED FINANCIAL STATEMENTS FOR THE SIX MONTHS PERIOD ENDED 30 NOVEMBER 2012
    29 May 2013

    The Board of Directors TEE Land Limited 2024 Bukit Batok Street 23 #03-26 Singapore 659529

    Dear Sirs Report on the Combined Interim Condensed Financial Statements We have audited the accompanying combined interim condensed financial statements of TEE Land Limited (the company) and its subsidiaries (the group) which comprise the combined statement of financial position as at 30 November 2012, and the related combined statement of comprehensive income, combined statement of changes in equity and combined statement of cash flows of the group for the six months period from 1 June 2012 to 30 November 2012, and selected explanatory notes as set out on pages B-3 to B-27. Managements Responsibility for the Combined Interim Condensed Financial Statements Management is responsible for the preparation and presentation of the combined interim condensed financial statements in accordance with Singapore Financial Reporting Standard 34, Interim Financial Reporting (FRS 34) and for devising and maintaining a system of internal accounting controls sufficient to provide a reasonable assurance that assets are safeguarded against loss from unauthorised use or disposition; and transactions are properly authorised and that they are recorded as necessary to permit the preparation of true and fair profit and loss accounts and balance sheets and to maintain accountability of assets. Auditors Responsibility Our responsibility is to express an opinion on the combined interim condensed financial statements based on our audit. We conducted our audit in accordance with Singapore Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the combined interim condensed financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the combined interim condensed financial statements. The procedures selected depend on the auditors judgement, including the assessment of the risks of material misstatement of the combined interim condensed financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entitys preparation of the combined interim condensed financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entitys internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the combined interim condensed financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

    - B-1 -

    APPENDIX B INDEPENDENT AUDITORS REPORT ON THE COMBINED INTERIM CONDENSED FINANCIAL STATEMENTS FOR THE SIX MONTHS PERIOD ENDED 30 NOVEMBER 2012
    Opinion In our opinion, the combined interim condensed financial statements of the group for the six months period ended 30 November 2012 are prepared, in all material respects, in accordance with Singapore Financial Reporting Standard 34, Interim Financial Reporting. Emphasis of Matter We draw attention to Note 25 to the combined interim condensed financial statements which indicates that two directors of the ultimate holding company are the subject of investigation by the Commercial Affairs Department on possible contravention of market rigging provisions in the Securities and Futures Act (Chapter 289). Our opinion is not modified in respect of this matter. Other Matters We have not carried out an audit or review in accordance with Singapore Standards on Auditing or Singapore Standards on Review Engagements on the financial information for the six months period ended 30 November 2011 included as comparatives in the combined interim condensed financial statements for the six months period ended 30 November 2012 and, accordingly, we do not express any assurance on the comparative financial information. The financial information for the six months period ended 30 November 2011 is the responsibility of management. Restriction on Distribution and Use This report has been prepared solely in connection with the proposed listing of the companys shares on the Main Board of Singapore Exchange Securities Trading Limited and for no other purposes. We do not assume responsibility towards or accept liability to any other person for the contents of this report.

    Deloitte & Touche LLP Public Accountants and Certified Public Accountants Singapore

    Loi Chee Keong Partner

    - B-2 -

    APPENDIX B INDEPENDENT AUDITORS REPORT ON THE COMBINED INTERIM CONDENSED FINANCIAL STATEMENTS FOR THE SIX MONTHS PERIOD ENDED 30 NOVEMBER 2012
    TEE LAND LIMITED COMBINED INTERIM CONDENSED STATEMENT OF FINANCIAL POSITION As at 30 November 2012

    Note

    30 November 2012 (Audited) $000

    31 May 2012 (Audited) $000

    ASSETS Current assets Cash and bank balances Trade receivables Other receivables Current portion of loans receivable from associates Development properties Total current assets 8,776 4,233 7,915 468 120,882 142,274 8,513 2,286 5,407 2,859 90,609 109,674

    9 10 11 12

    Non-current assets Investment in associates Office equipment and renovation Deferred tax assets Other receivables Loans receivable from associates Total non-current assets Total assets

    13 14 10 11

    8,505 119 208 6,309 29,273 44,414 186,688

    7,486 55 6,309 27,831 41,681 151,355

    LIABILITIES AND EQUITY Current liabilities Bank loan Trade payables Other payables Current portion of long-term bank loans Current portion of financial guarantee liability Income tax payable Total current liabilities 15 16 17 3,000 1,570 83,867 20,332 146 390 109,305 1,817 75,568 6,939 146 512 84,982

    - B-3 -

    APPENDIX B INDEPENDENT AUDITORS REPORT ON THE COMBINED INTERIM CONDENSED FINANCIAL STATEMENTS FOR THE SIX MONTHS PERIOD ENDED 30 NOVEMBER 2012
    TEE LAND LIMITED COMBINED INTERIM CONDENSED STATEMENT OF FINANCIAL POSITION (contd) As at 30 November 2012

    Note

    30 November 2012 (Audited) $000

    31 May 2012 (Audited) $000

    Non-current liabilities Long-term loan Long-term bank loans Financial guarantee liability Total non-current liabilities

    17

    4,050 57,304 72 61,426

    4,050 47,803 145 51,998

    Capital and reserves Share capital Currency translation reserve Capital reserve Accumulated profits Equity attributable to owners of the company Non-controlling interests Net equity Total liabilities and equity

    18

    10,000 (431) (6) 6,406 15,969 (12) 15,957 186,688

    9,000 (355) 5,736 14,381 (6) 14,375 151,355

    See accompanying notes to combined interim condensed financial statements.

    - B-4 -

    APPENDIX B INDEPENDENT AUDITORS REPORT ON THE COMBINED INTERIM CONDENSED FINANCIAL STATEMENTS FOR THE SIX MONTHS PERIOD ENDED 30 NOVEMBER 2012
    TEE LAND LIMITED COMBINED INTERIM CONDENSED STATEMENT OF COMPREHENSIVE INCOME Six months period ended 30 November 2012

    Note

    1 June 2012 to 30 November 2012 (6 months) (Audited) $000 6,785 (5,133) 1,652 910 (1,662) (82) 15 (4) 829 (163) 666

    1 June 2011 to 30 November 2011 (6 months) (Unaudited) $000 2,871 (538) 2,333 929 (794) (3) 670 3,135 (443) 2,692

    Revenue Cost of sales Gross profit Other operating income Administrative expenses Other operating expenses Share of results of associates Finance costs Profit before tax Income tax expense Profit for the period Other comprehensive income: Currency translation differences, representing other comprehensive income for the period Total comprehensive income for the period

    13

    19 20

    (76)

    26

    590

    2,718

    Profit attributable to: Owners of the company Non-controlling interests

    670 (4) 666

    2,694 (2) 2,692

    Total comprehensive income attributable to: Owners of the company Non-controlling interests

    594 (4) 590

    2,717 1 2,718

    Earnings per share Basic (cents) Diluted (cents)

    21 21

    0.20 0.20

    0.81 0.81

    See accompanying notes to combined interim condensed financial statements.

    - B-5 -

    APPENDIX B INDEPENDENT AUDITORS REPORT ON THE COMBINED INTERIM CONDENSED FINANCIAL STATEMENTS FOR THE SIX MONTHS PERIOD ENDED 30 NOVEMBER 2012
    TEE LAND LIMITED COMBINED INTERIM CONDENSED STATEMENT OF CHANGES IN EQUITY Six months period ended 30 November 2012

    Share capital $000 Balance at 1 June 2011 (Audited) Total comprehensive income for the period Issue of shares (Note 18) Capital contribution from non-controlling interests 7,000 2,000

    Currency translation reserve $000 (321) 23

    Capital reserve $000

    Equity attributable to owners Accumulated of the profits company $000 $000 4,201 2,694 10,880 2,717 2,000

    Noncontrolling interests $000 1 8

    Total $000 10,880 2,718 2,000 8

    Balance at 30 November 2011 9,000 (Unaudited)

    (298)

    6,895

    15,597

    15,606

    Balance at 1 June 2012 (Audited) Total comprehensive income for the period Issue of shares (Note 18) Effect of acquiring part of non-controlling interests in subsidiary

    9,000 1,000

    (355) (76)

    (6)

    5,736 670

    14,381 594 1,000 (6)

    (6) (4) (2)

    14,375 590 1,000 (8)

    Balance at 30 November 2012 10,000 (Audited)

    (431)

    (6)

    6,406

    15,969

    (12)

    15,957

    See accompanying notes to combined interim condensed financial statements.

    - B-6 -

    APPENDIX B INDEPENDENT AUDITORS REPORT ON THE COMBINED INTERIM CONDENSED FINANCIAL STATEMENTS FOR THE SIX MONTHS PERIOD ENDED 30 NOVEMBER 2012
    TEE LAND LIMITED COMBINED INTERIM CONDENSED STATEMENT OF CASH FLOWS Six months period ended 30 November 2012

    1 June 2012 to 30 November 2012 (6 months) (Audited) $000 Operating activities Profit before tax Adjustments for: Depreciation expense Amortisation of financial guarantee liability Share of results of associates Interest expense Interest income Operating cash flows before movements in working capital Trade receivables Other receivables Development properties (Note B) Trade payables Other payables (Notes A and B) Cash used in operations Interest paid Income tax paid Net cash used in operating activities 829 8 (73) (15) 4 (820) (67) (1,947) (2,223) (29,545) (247) 7,699 (26,330) (758) (438) (27,526)

    1 June 2011 to 30 November 2011 (6 months) (Unaudited) $000 3,135 (670) (771) 1,694 321 (5,147) (12,090) (11) 2,743 (12,490) (765) (250) (13,505)

    Investing activities Acquisition of non-controlling interests in a subsidiary Purchase of office equipment and renovation Investment in associates Loans receivable from associates Interest received Net cash from (used in) investing activities

    (8) (127) (454) 949 535 895

    (643) (3,788) 325 (4,106)

    Financing activities Drawdown of long-term bank loans Drawdown of bank loan Additional investment in subsidiary by a non-controlling interest Proceeds on issue of shares Net cash from financing activities Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of the period Cash and cash equivalents at end of the period

    22,894 3,000 1,000 26,894 263 8,513 8,776

    11,097 8 2,000 13,105 (4,506) 8,874 4,368

    See accompanying notes to combined interim condensed financial statements.

    - B-7 -

    APPENDIX B INDEPENDENT AUDITORS REPORT ON THE COMBINED INTERIM CONDENSED FINANCIAL STATEMENTS FOR THE SIX MONTHS PERIOD ENDED 30 NOVEMBER 2012
    TEE LAND LIMITED COMBINED INTERIM CONDENSED STATEMENT OF CASH FLOWS (contd) Six months period ended 30 November 2012

    Significant non-cash transactions Note A Included in other payables are amounts of $626,000 (31 May 2012 : $1,386,000) which are the effects of fair value of financial guarantees on initial recognition provided on behalf by the ultimate holding company to the company for its associates to obtain bank facilities. Note B Included in other payables is an agreed amount payable to the joint developer (JD) of $6,782,000 (31 May 2012 : $6,782,000) as the group recognises the enhanced value that the JD brings to the joint development and of the JDs effort in facilitating the joint development. This amount payable to the JD is unpaid as at 30 November 2012 and 31 May 2012.

    See accompanying notes to combined interim condensed financial statements.

    - B-8 -

    APPENDIX B INDEPENDENT AUDITORS REPORT ON THE COMBINED INTERIM CONDENSED FINANCIAL STATEMENTS FOR THE SIX MONTHS PERIOD ENDED 30 NOVEMBER 2012
    TEE LAND LIMITED NOTES TO COMBINED INTERIM CONDENSED FINANCIAL STATEMENTS Six months period ended 30 November 2012

    GENERAL The company (Registration No. 201230851R) is incorporated in Singapore with its principal place of business and registered office at 2024 Bukit Batok Street 23, #03-26, Singapore 659529. The combined interim condensed financial statements are expressed in Singapore dollars. The combined interim condensed financial statements have been prepared solely in connection with the proposed listing of the company on the Singapore Exchange Securities Trading Limited. The principal activities of the company are investment holding and property development. The principal activities of its associates are disclosed in Note 13. In preparation for the proposed listing of the company on the Singapore Exchange Securities Trading Limited, the company undertook a restructuring exercise to streamline and rationalise the group structure which are disclosed in the audited combined financial statements for the years ended 31 May 2012, 2011 and 2010. The combined interim condensed financial statements for the group for the six months period ended 30 November 2012 were authorised for issue by the Board of Directors on 29 May 2013.

    BASIS OF PREPARATION The combined interim condensed financial statements for the six months period ended 30 November 2012 have been prepared in accordance with Singapore Financial Reporting Standard 34 Interim Financial Reporting (FRS 34). The group has applied the same accounting policies and methods of computation in the preparation of the combined interim condensed financial statements for the six months period ended 30 November 2012 as compared with the audited combined financial statements for the years ended 31 May 2012, 2011 and 2010 (See Appendix A).

    SIGNIFICANT ACCOUNTING POLICIES The adoption of new or revised FRSs and Interpretations of FRS (INT FRS) which are effective for annual periods beginning on or after 1 June 2012 will not have a significant impact on the combined interim condensed financial statements.

    SEASONALITY The groups business and operations is generally not affected by any seasonality. However, the financial performance is project based and may fluctuate from year to year, depending on the groups ability to source for new land, market and sell the new developments and complete the construction works on schedule.

    FINANCIAL RISKS AND CAPITAL RISKS MANAGEMENT There have been no changes in the financial risk management of the group and the groups overall capital risk management remains unchanged from the audited combined financial statements for the years ended 31 May 2012, 2011 and 2010.

    - B-9 -

    APPENDIX B INDEPENDENT AUDITORS REPORT ON THE COMBINED INTERIM CONDENSED FINANCIAL STATEMENTS FOR THE SIX MONTHS PERIOD ENDED 30 NOVEMBER 2012
    TEE LAND LIMITED NOTES TO COMBINED INTERIM CONDENSED FINANCIAL STATEMENTS Six months period ended 30 November 2012

    CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY The critical judgements and key sources of estimation uncertainty made by the management remain unchanged from the audited combined financial statements for the years ended 31 May 2012, 2011 and 2010.

    HOLDING COMPANY AND RELATED COMPANY TRANSACTIONS The company is a wholly-owned subsidiary of TEE International Limited, incorporated in Singapore, which is also the companys ultimate holding company. Related companies in these combined interim condensed financial statements refer to members of the ultimate holding companys group of companies. Some of the groups transactions and arrangements are between members of the group and the effect of these on the basis determined between the parties is reflected in these combined interim condensed financial statements. The intercompany balances are unsecured, interest-free and repayable on demand unless otherwise stated. (a) Significant intercompany transactions are as follows:
    1 June 2012 to 30 November 2012 (6 months) (Audited) $000 Sales to related company Management fees paid to ultimate holding company Management fees paid to related company Services rendered by related company Rental expenses paid to related company (34) (26) (14) 1 June 2011 to 30 November 2011 (6 months) (Unaudited) $000 90 (32) (11) (22) (5)

    (b)

    The ultimate holding company has granted corporate guarantees to the financial institutions amounting to $123,013,000 (31 May 2012 : $91,295,000) for securing banking facilities for certain subsidiaries of the group.

    - B-10 -

    APPENDIX B INDEPENDENT AUDITORS REPORT ON THE COMBINED INTERIM CONDENSED FINANCIAL STATEMENTS FOR THE SIX MONTHS PERIOD ENDED 30 NOVEMBER 2012
    TEE LAND LIMITED NOTES TO COMBINED INTERIM CONDENSED FINANCIAL STATEMENTS Six months period ended 30 November 2012

    OTHER RELATED PARTY TRANSACTIONS Some of the groups transactions and arrangements are with related parties and the effect of these on the basis determined between the parties is reflected in these combined interim condensed financial statements. The balances are unsecured, interest-free and repayable on demand unless otherwise stated. Significant related party transactions are as follows:
    1 June 2012 to 30 November 2012 (6 months) (Audited) $000 1 June 2011 to 30 November 2011 (6 months) (Unaudited) $000

    (a)

    Associates
    Interest income Financial guarantee income Consultancy and service income 820 73 15 771 1,414

    Guarantees given No guarantees have been given except that the financial guarantee liability pertaining to the effects of fair value of corporate guarantee on initial recognition provided by the group on behalf of associate to obtain banking facilities. (b) Compensation of the groups directors and key management personnel The remuneration of directors and other members of key management during the period were as follows:
    1 June 2012 to 30 November 2012 (6 months) (Audited) $000 Short-term benefits Post-employment benefits 197 13 1 June 2011 to 30 November 2011 (6 months) (Unaudited) $000 82 4

    Compensation of the groups directors and key management personnel were paid by a related company prior to 31 May 2012. As a result of the restructuring exercise, the group started to bear the groups directors and key management personnels remuneration. Prior to 31 May 2012, these amounts had been recharged back to the group in the respective years.

    - B-11 -

    APPENDIX B INDEPENDENT AUDITORS REPORT ON THE COMBINED INTERIM CONDENSED FINANCIAL STATEMENTS FOR THE SIX MONTHS PERIOD ENDED 30 NOVEMBER 2012
    TEE LAND LIMITED NOTES TO COMBINED INTERIM CONDENSED FINANCIAL STATEMENTS Six months period ended 30 November 2012

    OTHER RELATED PARTY TRANSACTIONS (contd) (c) Sales of development properties to the groups directors and key management personnel There is no sale of development properties to directors or key management personnel of the group for the six months period ended 30 November 2012. For the six months period ended 30 November 2011, the group had sold one unit of development property to one director of the group. The sale discount given to the director was 5.0% of the groups usual list price. (d) Sales of development properties to ultimate holding companys directors and key management personnel There is no sale of development properties to directors or key management personnel of the ultimate holding company for the six months period ended 30 November 2012. For the six months period ended 30 November 2011, the group had sold six units of development properties to three directors and three key management personnel of the ultimate holding company. The sale discounts given to directors and key management personnel on these transactions ranged from 1.7% to 5.0% of the groups usual list price. (e) Provision of internal audit services by an independent non-executive director One of the groups independent non-executive directors is the co-founder and currently the deputy managing partner of PKF-CAP LLP, a certified public accounting firm and a director of various entities related to PKF-CAP LLP. During the relevant periods and prior to his appointment as the independent non-executive director, PKF-CAP LLP was providing internal audit services to the ultimate holding company and its subsidiaries, and the independent non-executive director was the partner in charge. Provision of these internal audit services were paid by the ultimate holding company which had been recharged back to the group as part of the management fee paid to the ultimate holding company in the respective periods. (f) Provision of civil and structural engineering consultancy services by an independent nonexecutive director One of the groups independent non-executive director is a principal partner of LBW Consultants LLP, a firm providing civil and structural engineering consultancy services for certain projects of the group. The aggregate amounts charged by LBW Consultants LLP during the six months period ended 30 November 2012 was $Nil (six months period ended 30 November 2011 : $Nil).

    - B-12 -

    APPENDIX B INDEPENDENT AUDITORS REPORT ON THE COMBINED INTERIM CONDENSED FINANCIAL STATEMENTS FOR THE SIX MONTHS PERIOD ENDED 30 NOVEMBER 2012
    TEE LAND LIMITED NOTES TO COMBINED INTERIM CONDENSED FINANCIAL STATEMENTS Six months period ended 30 November 2012

    TRADE RECEIVABLES 30 November 2012 (Audited) $000 Contract trade receivables Associates (Notes 8 and 13) 2,397 1,836 4,233 31 May 2012 (Audited) $000 450 1,836 2,286

    The average credit period given to customers range from 14 to 90 days (31 May 2012 : 14 to 90 days). No interest is charged on the outstanding trade receivables. Before accepting any new customer, the group assesses the potential customers credit quality and defines credit limits by customer. The group closely monitors the credit quality of its trade receivables and considers trade receivables that are neither past due nor impaired to be of a good credit quality. Included in the groups trade receivable balance are debtors with a carrying amount of $1,836,000 (31 May 2012 : $1,836,000) which are past due at the end of the relevant period for which the group has not made allowance as there has not been a significant change in credit quality and the amounts are still considered recoverable. The group does not hold any collateral over these balances. The average age of these receivables is 340 days (31 May 2012 : 160 days). In determining the recoverability of a trade receivable, the group considers any change in the credit quality of the trade receivable from the date credit was initially granted up to 30 November 2012 and 31 May 2012. All trade receivables are denominated in the functional currencies of the respective entities. 10 OTHER RECEIVABLES
    30 November 2012 (Audited) $000 Related companies (Note 7) Interest receivable due from associates (Notes 8 and 13) Prepayments Deposits Joint developer Outside parties 2,050 2,195 986 80 6,309 2,604 14,224 (7,915) 31 May 2012 (Audited) $000 1,695 1,910 246 5 6,309 1,551 11,716 (5,407)

    Less: Amounts receivable within 12 months (shown under current assets) Amounts receivable after 12 months

    6,309

    6,309

    - B-13 -

    APPENDIX B INDEPENDENT AUDITORS REPORT ON THE COMBINED INTERIM CONDENSED FINANCIAL STATEMENTS FOR THE SIX MONTHS PERIOD ENDED 30 NOVEMBER 2012
    TEE LAND LIMITED NOTES TO COMBINED INTERIM CONDENSED FINANCIAL STATEMENTS Six months period ended 30 November 2012

    10

    OTHER RECEIVABLES (contd) In determining the recoverability of other receivables, the group considers any change in the credit quality of the other receivables from the date credit was initially granted up to 30 November 2012 and 31 May 2012. Management has assessed the credit worthiness of the other receivables and believes that no allowance is required for the other receivables. (a) The amounts due from outside parties are unsecured, interest-free and repayable on demand. The amount due from joint developer is unsecured, interest-free and to be repaid upon settlement of the final accounts.

    (b)

    Other receivables are not past due nor impaired. The groups other receivables that are not denominated in the functional currencies of the respective entities are as follows:
    30 November 2012 (Audited) $000 Thai Baht 13 31 May 2012 (Audited) $000 56

    11

    LOANS RECEIVABLE FROM ASSOCIATES


    30 November 2012 (Audited) $000 31 May 2012 (Audited) $000

    Loans receivable from associates Less: Amounts receivable within 12 months (shown under current assets) Amounts receivable after 12 months

    29,741 (468)

    30,690 (2,859)

    29,273

    27,831

    The unsecured loans receivable from associates are expected to be repaid upon the completion of the development projects held by the respective associates and bear interest which is fixed at rates ranging from 5.00% to 7.00% (31 May 2012 : 5.00% to 7.00%) per annum. Management has assessed the credit worthiness of the associates and believes that no allowance is required for the loans receivable from associates.

    - B-14 -

    APPENDIX B INDEPENDENT AUDITORS REPORT ON THE COMBINED INTERIM CONDENSED FINANCIAL STATEMENTS FOR THE SIX MONTHS PERIOD ENDED 30 NOVEMBER 2012
    TEE LAND LIMITED NOTES TO COMBINED INTERIM CONDENSED FINANCIAL STATEMENTS Six months period ended 30 November 2012

    11

    LOANS RECEIVABLE FROM ASSOCIATES (contd) The fair value of the groups loans receivable from associates approximates their carrying amounts. Deeds of subordination (the deeds) (a) The group executed two deeds of subordination to secure all liabilities and indebtedness of two of its associates. As a result of the deeds, the loans receivable from associates amounting to $9,772,000 (31 May 2012 : $9,432,000) are subordinated in rank to the credit facilities granted by the banks to the associates. Subsequent to 30 November 2012, the group executed a deed of subordination (the deed) to secure all liabilities and indebtedness for one of its associates. As a result of the deed, the loan receivables from the associate amounting to $1,850,000 is subordinated in rank to the credit facility granted by the bank to the associate.

    (b)

    The groups loans receivable from associates that are not denominated in the functional currencies of the respective entities are as follows:
    30 November 2012 (Audited) $000 Thai Baht 1,466 31 May 2012 (Audited) $000 4,605

    12

    DEVELOPMENT PROPERTIES
    30 November 2012 (Audited) $000 Continuous transfer of significant risk and rewards to ownerships as construction progresses Cost incurred plus attributable profit Progress billings 127,281 (6,399) 120,882 96,334 (5,725) 90,609 31 May 2012 (Audited) $000

    - B-15 -

    APPENDIX B INDEPENDENT AUDITORS REPORT ON THE COMBINED INTERIM CONDENSED FINANCIAL STATEMENTS FOR THE SIX MONTHS PERIOD ENDED 30 NOVEMBER 2012
    TEE LAND LIMITED NOTES TO COMBINED INTERIM CONDENSED FINANCIAL STATEMENTS Six months period ended 30 November 2012

    12

    DEVELOPMENT PROPERTIES (contd) Details of the groups development properties are as follows:
    30 November 2012 $000 8,345 31 May 2012 $000 9,842

    Name of property 448 East Coast, Singapore 79, 79A, 79B, 81, 81A, 81B, 83, 83A, 83B and 85 Duku Road, Singapore 47, 49, 51, 55, 57, 59 and 61 Cairnhill Circle, Singapore 91 Marshall Road, Singapore HSD 7051, PT 12059 Mukim of Dengkil Sepang, Selangor Malaysia 64, 66, 68, 70, 72, 74, 76, 78 and 80 Hillside Drive, Hillside Gardens, Singapore

    Description 28 units of residential apartment 51 units of residential apartment

    Tenure Freehold

    Freehold

    26,038

    26,353

    Condominiums of 112 units

    Freehold

    43,714

    42,217

    30 units of residential apartment Vacant plot of commercial land

    Freehold

    9,812

    10,827

    Freehold

    13,847

    1,370

    12 units of terrace properties

    999 years Leasehold

    19,126

    120,882

    90,609

    All development properties were pledged to banks to secure long-term bank loans granted to the group (Note 17). Finance costs capitalised as cost of development properties during the six months period ended 30 November 2012 amounted to $728,000 (six months period ended 30 November 2011 : $722,000). The rate of interest relating to finance costs capitalised in development properties for the group during the six months period ended 30 November 2012 is 1.40% to 7.35% (six months period ended 30 November 2011 : 1.65% to 4.50%) per annum.

    - B-16 -

    APPENDIX B INDEPENDENT AUDITORS REPORT ON THE COMBINED INTERIM CONDENSED FINANCIAL STATEMENTS FOR THE SIX MONTHS PERIOD ENDED 30 NOVEMBER 2012
    TEE LAND LIMITED NOTES TO COMBINED INTERIM CONDENSED FINANCIAL STATEMENTS Six months period ended 30 November 2012

    13

    INVESTMENT IN ASSOCIATES
    30 November 2012 (Audited) $000 Unquoted equity shares, at cost Deemed cost of investment Share of post-acquisition reserves 6,397 3,021 (913) 8,505 31 May 2012 (Audited) $000 5,943 2,395 (852) 7,486

    Deemed cost of investment pertains to the effects of fair value of financial guarantee on initial recognition provided by the group on behalf of associates to obtain banking facilities. Details of the groups associates are as follows:
    Name of associate/ Place of incorporation and operation Proportion of ownership interest and voting power held 30 November 2012 (Audited) % Unique Development Pte Ltd Singapore (1) Unique Realty Pte Ltd Singapore (1) Residenza Pte Ltd Singapore (1) Development 26 Pte Ltd Singapore (1) Unique Consortium Pte Ltd Singapore (1) KSH (China) Venture Pte Ltd Singapore (1) Development of real estate 20 31 May 2012 (Audited) % 20

    Principal activity

    Development of real estate

    20

    20

    Development of real estate

    32

    32

    Development of real estate

    45

    45

    Development of real estate

    20

    20

    Development of real estate

    20

    20

    - B-17 -

    APPENDIX B INDEPENDENT AUDITORS REPORT ON THE COMBINED INTERIM CONDENSED FINANCIAL STATEMENTS FOR THE SIX MONTHS PERIOD ENDED 30 NOVEMBER 2012
    TEE LAND LIMITED NOTES TO COMBINED INTERIM CONDENSED FINANCIAL STATEMENTS Six months period ended 30 November 2012

    13

    INVESTMENT IN ASSOCIATES (contd)


    Name of associate/ Place of incorporation and operation Proportion of ownership interest and voting power held 30 November 2012 (Audited) % Development 32 Pte Ltd Singapore (1) Unique Commercial Pte Ltd Singapore (1) Unique Capital Pte Ltd Singapore (1) Unique Wellness Pte Ltd Singapore (1) Chewathai Ltd Thailand (2) Held by Chewathai Ltd Chewathai Hup Soon Ltd Thailand (2)
    (1) (2)

    Principal activity

    31 May 2012 (Audited) %

    Development of real estate

    45

    Development of real estate

    35

    Development of real estate

    20

    20

    Development of real estate

    20

    Development of real estate and investment holding

    49

    49

    Development of real estate

    24.5

    24.5

    Audited by Deloitte & Touche LLP, Singapore for equity accounting purposes for group consolidation. Audited by another firm of auditors, Ernst & Young LLP, Thailand for equity accounting purposes for group consolidation.

    - B-18 -

    APPENDIX B INDEPENDENT AUDITORS REPORT ON THE COMBINED INTERIM CONDENSED FINANCIAL STATEMENTS FOR THE SIX MONTHS PERIOD ENDED 30 NOVEMBER 2012
    TEE LAND LIMITED NOTES TO COMBINED INTERIM CONDENSED FINANCIAL STATEMENTS Six months period ended 30 November 2012

    13

    INVESTMENT IN ASSOCIATES (contd) Summarised financial information in respect of the groups associates is set out below:
    30 November 2012 (Audited) $000 Total assets Total liabilities Net assets 419,070 (399,076) 19,994 31 May 2012 (Audited) $000 374,831 (357,719) 17,112

    Groups share of associates net assets

    5,484

    5,091

    1 June 2012 to 30 November 2012 (6 months) (Audited) $000 Revenue 29,334

    1 June 2011 to 30 November 2011 (6 months) (Unaudited) $000 21,057

    Profit (Loss) for the period

    1,748

    (2,299)

    Groups share of associates results for the period

    15

    670

    The share of accumulated losses not recognised was $24,000 (30 November 2011 : $251,000).

    - B-19 -

    APPENDIX B INDEPENDENT AUDITORS REPORT ON THE COMBINED INTERIM CONDENSED FINANCIAL STATEMENTS FOR THE SIX MONTHS PERIOD ENDED 30 NOVEMBER 2012
    TEE LAND LIMITED NOTES TO COMBINED INTERIM CONDENSED FINANCIAL STATEMENTS Six months period ended 30 November 2012

    14

    OFFICE EQUIPMENT AND RENOVATION


    Computer $000 Renovation $000 Office Equipment $000 Total $000

    Cost: At 31 May and 1 June 2012 Additions Write-offs/Disposals


    At 30 November 2012

    10 10

    27 27

    90 90

    127 127

    Accumulated Depreciation: At 31 May and 1 June 2012 Depreciation Write-offs/Disposals


    At 30 November 2012

    1 1

    1 1

    6 6

    8 8

    Carrying Amount: At 30 November 2012

    26

    84

    119

    At 31 May and 1 June 2012

    Office equipment and renovation are stated at cost less accumulated depreciation and any

    accumulated impairment losses. Depreciation is charged so as to write-off the cost of assets over their estimated useful lives, using the straight-line method, on the following bases: Renovation Office equipment Computer 20% 20% 331/3%

    The estimated useful lives, residual value and depreciation method are reviewed at each year end, with the effect of any changes in estimate accounted for on a prospective basis. 15 BANK LOAN The groups bank loan bears interest at 2.3% per annum, is unsecured and repayable in May 2013.

    - B-20 -

    APPENDIX B INDEPENDENT AUDITORS REPORT ON THE COMBINED INTERIM CONDENSED FINANCIAL STATEMENTS FOR THE SIX MONTHS PERIOD ENDED 30 NOVEMBER 2012
    TEE LAND LIMITED NOTES TO COMBINED INTERIM CONDENSED FINANCIAL STATEMENTS Six months period ended 30 November 2012

    16

    OTHER PAYABLES
    30 November 2012 (Audited) $000 Ultimate holding company (Note 7) Related companies (Note 7) Associates (Notes 8 and 13) Accrued expenses Accrued interest expense Rental and security deposits Joint developer Other payables 73,382 1,942 389 159 38 151 7,562 244 83,867 31 May 2012 (Audited) $000 65,781 1,707 119 64 168 7,446 283 75,568

    Included in the amount due to joint developer (JD) is an agreed amount payable to the JD of $6,782,000 (31 May 2012 : $6,782,000) as the group recognises the enhanced value that the JD brings to the joint development and of the JDs effort in facilitating the joint development. The amount due to the JD is unsecured, interest-free and expected to be repayable within the next twelve months. The remaining amount of $780,000 (31 May 2012 : $664,000) is unsecured, interest-free and repayable on demand. All other payables are denominated in the functional currencies of the respective entities. 17 LONG-TERM BANK LOANS
    30 November 2012 (Audited) $000 Bank loans Less: Amounts due for settlement within 12 months (shown under current liabilities) Amounts due for settlement after 12 months 77,636 (20,332) 31 May 2012 (Audited) $000 54,742 (6,939)

    57,304

    47,803

    The fair value of the groups long-term bank loans approximates their carrying amounts. On 6 July 2012, the group executed a deed of subordination (the deed) to secure all liabilities and indebtedness of one its subsidiaries, TEE Resources Sdn Bhd. The deed is in line with the credit facilities of an aggregate principal amount of up to Malaysia Ringgit (RM) of 25,500,000 granted to TEE Resources Sdn Bhd by Malaysia Building Society Berhad. The management is of the opinion that the execution of the deed by the group is in the commercial interests and for the benefit of the group.

    - B-21 -

    APPENDIX B INDEPENDENT AUDITORS REPORT ON THE COMBINED INTERIM CONDENSED FINANCIAL STATEMENTS FOR THE SIX MONTHS PERIOD ENDED 30 NOVEMBER 2012
    TEE LAND LIMITED NOTES TO COMBINED INTERIM CONDENSED FINANCIAL STATEMENTS Six months period ended 30 November 2012

    17

    LONG-TERM BANK LOANS (contd) In relation to a credit facility of $18,360,000, the group did not satisfy a covenant to launch the sale of the development property by the stipulated timeframe and the credit facility has become payable on demand. Accordingly, the bank loan as at 30 November 2012 of $13,357,000 is included in current liabilities (31 May 2012 : $Nil included in current liabilities and $13,015,000 in non-current liabilities). On 5 March 2013, the group had obtained a letter of agreement from the bank to extend the launch of the development property by 31 March 2013. Subsequently, the development property was launched within the extended timeframe.

    18

    SHARE CAPITAL
    30 November 31 May 2012 2012 (Audited) (Audited) Number of ordinary shares Issued and paid up: At beginning of the period/year Issue of shares At end of the period/year 30 November 2012 (Audited) $000 31 May 2012 (Audited) $000

    9,000,000 1,000,000 10,000,000

    7,000,000 2,000,000 9,000,000

    9,000 1,000 10,000

    7,000 2,000 9,000

    Fully paid ordinary shares, which have no par value, carry one vote per share and carry a right to dividends as and when declared by the company. 19 INCOME TAX EXPENSE The interim period income tax expense is accrued based on the estimated average annual effective income tax rate of the respective entities.

    - B-22 -

    APPENDIX B INDEPENDENT AUDITORS REPORT ON THE COMBINED INTERIM CONDENSED FINANCIAL STATEMENTS FOR THE SIX MONTHS PERIOD ENDED 30 NOVEMBER 2012
    TEE LAND LIMITED NOTES TO COMBINED INTERIM CONDENSED FINANCIAL STATEMENTS Six months period ended 30 November 2012

    20

    PROFIT FOR THE PERIOD Profit for the period has been arrived at after charging:
    1 June 2012 to 30 November 2012 (6 months) (Audited) $000 Directors remuneration: Directors of the company Directors of the subsidiaries Employee benefits expense (including directors remuneration) 1 June 2011 to 30 November 2011 (6 months) (Unaudited) $000

    98 5 414

    83 3 384

    Employee benefits expense (including defined contribution plans) were paid by a related company prior to 31 May 2012. As a result of the restructuring exercise, the group started to bear the employee benefits expense. Prior to 31 May 2012, these amounts had been recharged back to the group in the respective years. 21 EARNINGS PER SHARE Basic and diluted earnings per share are calculated by dividing profit after taxation attributable to owners of the company for the six months period ended 30 November 2012 and six months period ended 30 November 2011 by the pre-invitation share capital of the company of 331,876,000 shares. The company did not hold any dilutive potential ordinary shares during the six months period ended 30 November 2012 and six months period ended 30 November 2011. 22 OPERATING LEASE ARRANGEMENTS The group as a lessee
    1 June 2012 to 30 November 2012 (6 months) (Audited) $000 Minimum lease payments under operating leases recognised as expense in the period (Note 7) 14 1 June 2011 to 30 November 2011 (6 months) (Unaudited) $000 5

    - B-23 -

    APPENDIX B INDEPENDENT AUDITORS REPORT ON THE COMBINED INTERIM CONDENSED FINANCIAL STATEMENTS FOR THE SIX MONTHS PERIOD ENDED 30 NOVEMBER 2012
    TEE LAND LIMITED NOTES TO COMBINED INTERIM CONDENSED FINANCIAL STATEMENTS Six months period ended 30 November 2012

    22

    OPERATING LEASE ARRANGEMENTS (contd) Operating lease payments represent rentals payable by the group of its office premises. As at 30 November 2012 and 31 May 2012, the group does not have outstanding commitments under non-cancellable operating leases for office premises. The group as a lessor Rental income earned during the six months period ended 30 November 2012 was $84,000 (six months period ended 30 November 2011 : $Nil). At the end of the relevant period, the group has contracted tenants for the following future minimum lease payment:
    30 November 2012 (Audited) $000 Within one year 31 May 2012 (Audited) $000 108

    23

    SEGMENT INFORMATION The group is engaged in real estate development. The groups operations are pre-dominantly focused on Singapore and substantively the groups turnover and contribution to profit from operations are derived from the sales of properties. The groups property development works have similar characteristics and exhibit similar long-term financial performance. Accordingly, no analysis of results and financial information by business segment or geographical area of operations is available to the chief operating decision maker for the purpose of resource allocation and assessing performance. Therefore, the group comprises only one operating segment and all its significant operations are within the same geographical area. The group has a large number of customers and does not have any significant revenue arising from sales of development properties from any major contracts.

    - B-24 -

    APPENDIX B INDEPENDENT AUDITORS REPORT ON THE COMBINED INTERIM CONDENSED FINANCIAL STATEMENTS FOR THE SIX MONTHS PERIOD ENDED 30 NOVEMBER 2012
    TEE LAND LIMITED NOTES TO COMBINED INTERIM CONDENSED FINANCIAL STATEMENTS Six months period ended 30 November 2012

    24

    EVENTS AFTER THE RELEVANT PERIOD The company (Registration Number 201230851R) was incorporated in Singapore on 18 December 2012 under the Companies Act as a private company limited by shares, under the name TEE Land Private Limited. On 23 May 2013, the company changed its name to TEE Land Limited in connection with its conversion to a public company limited by shares. As at the date of incorporation, the issued and paid-up share capital was $1 comprising one share. On 22 February 2013, the company entered into the restructuring agreement, pursuant to which the company acquired each of the subsidiaries and the assets and liabilities of each of these subsidiaries. Pursuant to the restructuring exercise, the companys issued and paid-up share capital was increased to $15,969,000 comprising 15,969,000 shares. In addition, pursuant to the subscription agreement, the pre-IPO investors collectively subscribed for 4,000,000 shares for an aggregate consideration of $4,000,000. Pursuant to written resolutions dated 2 May 2013 and 11 May 2013, the companys then shareholders approved, inter alia, the following: (a) the conversion of the company into a public company limited by shares and the consequential change of name to TEE Land Limited; the capitalisation of $63,000,000 of the shareholders loan and advances from the ultimate holding company and the issue of 63,000,000 new shares to the ultimate holding company; the sub-division of each share into 4 shares pursuant to the share split; the adoption of the Articles of Association of the company; the issue of the invitation shares and the over-allotment shares pursuant to the invitation, which when allotted, issued and fully paid, will rank pari passu in all respects with the existing issued shares; that authority be given to the companys Directors, pursuant to Section 161 of the Companies Act, to: (i) (aa) (bb) issue shares whether by way of rights, bonus or otherwise; and/or make or grant offers, agreements or options (collectively, Instruments) that might or would require shares to be issued during the continuance of this authority or thereafter, including but not limited to the creation and issue of (as well as adjustments to) warrants, debentures or other instruments convertible into shares, at any time and upon such terms and conditions and for such purposes and to such persons as the companys Directors may, in their absolute discretion, deem fit; and

    (b)

    (c) (d) (e)

    (f)

    (ii)

    issued shares in pursuance of any Instruments made or granted by the companys Directors while such authority was in force (notwithstanding that such issue of shares pursuant to the Instruments may occur after the expiration of the authority contained in this resolution),

    - B-25 -

    APPENDIX B INDEPENDENT AUDITORS REPORT ON THE COMBINED INTERIM CONDENSED FINANCIAL STATEMENTS FOR THE SIX MONTHS PERIOD ENDED 30 NOVEMBER 2012
    TEE LAND LIMITED NOTES TO COMBINED INTERIM CONDENSED FINANCIAL STATEMENTS Six months period ended 30 November 2012

    24

    EVENTS AFTER THE RELEVANT PERIOD (contd) Provided that: (iii) the aggregate number of shares issued pursuant to such authority (including the shares to be issued in pursuance of Instruments made or granted pursuant to such authority), shall not exceed 50.0% of the post-invitation issued share capital, and provided further that the aggregate number of such shares to be offered other than on a pro-rata basis in pursuance to such authority (including shares to be issued pursuant to any Instruments made or granted pursuant to such authority) shall not exceed 20.0% of the post-invitation issued share capital; (unless revoked or varied by the company in general meeting) the authority so conferred shall continue in force until the conclusion of the next annual general meeting of the company or the date by which the next annual general meeting of the company is required by law to be held, whichever is the earlier.

    (iv)

    For the purposes of this resolution, the post-invitation issued share capital shall mean the total number of issued shares of the company (excluding treasury shares) immediately after this invitation, after adjusting for: (i) new shares arising from the conversion or exercise of any convertible securities; (ii) new shares arising from the exercise of share options or vesting of share awards outstanding or subsisting at the time such authority is given, provided the options or awards were granted in compliance with the Listing Manual; and (iii) any subsequent bonus issue, consolidation or sub-division of shares; and (g) that: (i) subject to and conditional upon the passing of the resolution referred to in paragraph (f) above, approval be given to the Directors of the company at any time to issue shares (other than on a pro-rata basis to shareholders) at an issue price for each share which shall be determined by our Directors in their absolute discretion provided that such price shall not represent a discount of more than 10.0% to the weighted average price of a share for trades done on the SGX-ST (as determined in accordance with the requirements of the SGX-ST); and (unless revoked or varied by the company in general meeting) the authority so conferred shall continue in force until the conclusion of the next annual general meeting of the company or the date by which the next annual general meeting of the company is required by law to be held, whichever is the earlier.

    (ii)

    (h)

    the adoption of the groups Performance Share Plan (PSP) and Employee Share Option Scheme (ESOS). The Directors are authorised to allot and issue Award Shares or Option Shares (as the case may be) upon the vesting of Awards granted under the groups PSP or exercise of options granted under the ESOS.

    - B-26 -

    APPENDIX B INDEPENDENT AUDITORS REPORT ON THE COMBINED INTERIM CONDENSED FINANCIAL STATEMENTS FOR THE SIX MONTHS PERIOD ENDED 30 NOVEMBER 2012
    TEE LAND LIMITED NOTES TO COMBINED INTERIM CONDENSED FINANCIAL STATEMENTS Six months period ended 30 November 2012

    24

    EVENTS AFTER THE RELEVANT PERIOD (contd) Chewathai purchased an industrial development site in Tambon Map Yang Phon, Amphur Pluak Daeng, Rayong Province, Thailand, for the construction of a factory to be leased out for rental collection purpose; TEE Industrial Pte. Ltd. has exercised the option to purchase a property at 25 Bukit Batok Street 22, Singapore 659591 from Allied Technologies Limited; Development 16 Pte. Ltd., together with Lian Beng Group Ltd and Kim Seng Heng Realty Pte. Ltd., have been awarded a tender for redevelopment of a 4-storey office building with 2 basements at 160 Changi Road; and TEE Hospitality Pte. Ltd., together with Artmatic Holdings Limited, had through TEE Oceania Pte Limited, exercised the option to acquire the Riccarton Holiday Park in Christchurch, New Zealand, for the purposes of converting it into a workers temporary accommodation.

    25

    INVESTIGATION BY THE COMMERCIAL AFFAIRS DEPARTMENT In April 2012, the ultimate holding company announced that it has been informed by Mr. Bertie Cheng Shao Shiong, the Independent Director and Non-Executive Chairman of the ultimate holding company, and Mr. Phua Chian Kin, the Group Executive and Managing Director of the ultimate holding company, that they are the subject of investigation by the Commercial Affairs Department (CAD) on possible contravention of market rigging provisions in the Securities and Futures Act (Chapter 289). Mr. Cheng and Mr. Phua have indicated that they will cooperate fully with the CAD in its investigation, and are providing CAD with access to the relevant records for the period from 1 July 2008 to 31 March 2009. The Board of Directors of the ultimate holding company are of the opinion that the involvement of Mr. Cheng and Mr. Phua in the day to day matters of the ultimate holding company and its subsidiaries (TEE Group) is minimal. TEE Group is run by a team of capable senior and middle managers, many of whom have spent more than a decade building up TEE Group. TEE Group continues to operate at an optimal level. Hence, the Board of Directors of the ultimate holding company confirm that in their opinion, the CAD investigation would not have any impact on TEE Group. The Board of Directors of the company are of the opinion that Mr. Cheng and Mr. Phua are not involved in the day to day matters of the group. Hence, the Board of Directors of the group confirm that in their opinion, the CAD investigation would not have any impact on the group.

    26

    COMPARATIVE FIGURES The group figures for the six months period ended 30 November 2011 have not been audited nor reviewed.

    - B-27 -

    APPENDIX B INDEPENDENT AUDITORS REPORT ON THE COMBINED INTERIM CONDENSED FINANCIAL STATEMENTS FOR THE SIX MONTHS PERIOD ENDED 30 NOVEMBER 2012
    TEE LAND LIMITED STATEMENT OF DIRECTORS

    In the opinion of the directors, the accompanying combined interim condensed financial information set out on pages B-3 to B-27 are drawn up so as to give a true and fair view of the state of affairs of the group as at 30 November 2012 and of the results, changes in equity and cash flows of the group for the six months period from 1 June 2012 to 30 November 2012 and at the date of this statement, there are reasonable grounds to believe that the group will be able to pay its debts when they fall due.

    ON BEHALF OF THE DIRECTORS

    ................................................ Phua Cher Chew

    ................................................. Saw Chin Choo

    29 May 2013

    - B-28 -

    APPENDIX C INDEPENDENT AUDITORS REPORT ON THE UNAUDITED PROFORMA GROUP FINANCIAL INFORMATION FOR THE YEAR ENDED 31 MAY 2012 AND FOR THE SIX MONTHS PERIOD ENDED 30 NOVEMBER 2012
    29 May 2013

    The Board of Directors TEE Land Limited 2024 Bukit Batok Street 23 #03-26 Singapore 659529

    Dear Sirs This report has been prepared for the initial public offering of shares of TEE Land Limited (the Company). The unaudited Proforma Group financial information comprises the unaudited proforma combined statements of financial position as at 31 May 2012 and 30 November 2012, and the unaudited proforma combined statements of cash flows for the year ended 31 May 2012 and for the six months period ended 30 November 2012 (collectively the unaudited Proforma Group financial information). We report on the unaudited Proforma Group financial information set out on pages C-3 to C-12 which has been prepared for illustrative purposes only and is based on certain assumptions after making certain adjustments to show what: (i) the unaudited combined cash flows for the year ended 31 May 2012 and the six months period ended 30 November 2012 of the Company and its subsidiaries (the Group) would have been if the Significant Events stated in Explanatory Note 1 of the unaudited Proforma Group financial information had occurred on 1 June 2011; and the unaudited combined statements of financial position as at 31 May 2012 and 30 November 2012 of the Group would have been if the foresaid Significant Events had occurred on 31 May 2012 and 30 November 2012 respectively.

    (ii)

    The proforma adjustments do not have any material effect on the combined statement of comprehensive income for the year ended 31 May 2012 and for the six months period ended 30 November 2012. Accordingly unaudited Proforma Group combined statements of comprehensive income for the year ended 31 May 2012 and for the six months period ended 30 November 2012 have not been presented. The unaudited Proforma Group financial information, because of their nature, may not give a true picture of the Groups actual financial position and cash flows. The unaudited Proforma Group financial information is the responsibility of the management of the Company. Our responsibility is to express an opinion on the unaudited Proforma Group financial information based on our work. We carried out procedures in accordance with Singapore Statement of Auditing Practice 2: Auditors and Public offering Documents. Our work, which involved no independent examination of the unaudited Proforma Group financial information, consisted primarily of comparing the unaudited Proforma Group financial information to the audited combined financial statements of the Group for the year ended 31 May 2012 and the audited combined interim condensed financial statements of the Group for the six months period ended 30 November 2012, considering the evidence supporting the adjustments and discussing the unaudited Proforma Group financial information with the management of the Company.

    - C-1 -

    APPENDIX C INDEPENDENT AUDITORS REPORT ON THE UNAUDITED PROFORMA GROUP FINANCIAL INFORMATION FOR THE YEAR ENDED 31 MAY 2012 AND FOR THE SIX MONTHS PERIOD ENDED 30 NOVEMBER 2012

    In our opinion: (a) the unaudited Proforma Group financial information has been properly prepared: (i) on the basis stated in Explanatory Note 2 of the unaudited Proforma Group financial information; on such basis that is consistent with the accounting policies adopted by the Company for its latest audited combined financial statements for the year ended 31 May 2012 and six months period ended 30 November 2012, which are drawn up in accordance with the Singapore Financial Reporting Standards; and

    (ii)

    (b)

    each material adjustment made to the information used in the preparation of the unaudited Proforma Group financial information is appropriate for the purpose of preparing such financial information.

    Deloitte & Touche LLP Public Accountants and Certified Public Accountants Singapore

    Loi Chee Keong Partner

    - C-2 -

    APPENDIX C INDEPENDENT AUDITORS REPORT ON THE UNAUDITED PROFORMA GROUP FINANCIAL INFORMATION FOR THE YEAR ENDED 31 MAY 2012 AND FOR THE SIX MONTHS PERIOD ENDED 30 NOVEMBER 2012
    TEE LAND LIMITED UNAUDITED PROFORMA COMBINED STATEMENT OF FINANCIAL POSITION AS AT 31 MAY 2012

    Audited combined statement of financial position $000 ASSETS Current assets Cash and bank balances Trade receivables Other receivables Current portion of loans receivable from associates Development properties Total current assets 8,513 2,286 5,407 2,859 90,609 109,674

    Unaudited proforma adjustments $000

    Unaudited proforma combined statement of financial position $000

    4,000 4,000

    12,513 2,286 5,407 2,859 90,609 113,674

    Non-current assets Investment in associates Deferred tax assets Other receivables Loans receivable from associates Total non-current assets Total assets

    7,486 55 6,309 27,831 41,681 151,355

    4,000

    7,486 55 6,309 27,831 41,681 155,355

    LIABILITIES AND EQUITY Current liabilities Trade payables Other payables Current portion of long-term bank loans Current portion of financial guarantee liability Income tax payable Total current liabilities 1,817 75,568 6,939 146 512 84,982 (63,000) (63,000) 1,817 12,568 6,939 146 512 21,982

    - C-3 -

    APPENDIX C INDEPENDENT AUDITORS REPORT ON THE UNAUDITED PROFORMA GROUP FINANCIAL INFORMATION FOR THE YEAR ENDED 31 MAY 2012 AND FOR THE SIX MONTHS PERIOD ENDED 30 NOVEMBER 2012
    TEE LAND LIMITED UNAUDITED PROFORMA COMBINED STATEMENT OF FINANCIAL POSITION AS AT 31 MAY 2012 (contd)

    Audited combined statement of financial position $000 Non-current liabilities Long-term loan Long-term bank loans Financial guarantee liability Total non-current liabilities

    Unaudited proforma adjustments $000

    Unaudited proforma combined statement of financial position $000

    4,050 47,803 145 51,998

    4,050 47,803 145 51,998

    Capital and reserves Share capital Currency translation reserve Merger reserve Accumulated profits Equity attributable to owners of the company Non-controlling interests Net equity Total liabilities and equity

    9,000 (355) 5,736 14,381 (6) 14,375 151,355

    73,969 (6,969) 67,000 67,000 4,000

    82,969 (355) (6,969) 5,736 81,381 (6) 81,375 155,355

    - C-4 -

    APPENDIX C INDEPENDENT AUDITORS REPORT ON THE UNAUDITED PROFORMA GROUP FINANCIAL INFORMATION FOR THE YEAR ENDED 31 MAY 2012 AND FOR THE SIX MONTHS PERIOD ENDED 30 NOVEMBER 2012
    TEE LAND LIMITED UNAUDITED PROFORMA COMBINED STATEMENT OF FINANCIAL POSITION AS AT 30 NOVEMBER 2012

    Audited combined statement of financial position $000 Current assets Cash and bank balances Trade receivables Other receivables Current portion of loans receivable from associates Development properties Total current assets

    Unaudited proforma adjustments $000

    Unaudited proforma combined statement of financial position $000

    8,776 4,233 7,915 468 120,882 142,274

    4,000 4,000

    12,776 4,233 7,915 468 120,882 146,274

    Non-current assets Investment in associates Office equipment and renovation Deferred tax assets Other receivables Loans receivable from associates Total non-current assets Total assets

    8,505 119 208 6,309 29,273 44,414 186,688

    4,000

    8,505 119 208 6,309 29,273 44,414 190,688

    LIABILITIES AND EQUITY Current liabilities Bank loan Trade payables Other payables Current portion of long-term bank loans Current portion of financial guarantee liability Income tax payable Total current liabilities 3,000 1,570 83,867 20,332 146 390 109,305 (63,000) (63,000) 3,000 1,570 20,867 20,332 146 390 46,305

    - C-5 -

    APPENDIX C INDEPENDENT AUDITORS REPORT ON THE UNAUDITED PROFORMA GROUP FINANCIAL INFORMATION FOR THE YEAR ENDED 31 MAY 2012 AND FOR THE SIX MONTHS PERIOD ENDED 30 NOVEMBER 2012
    TEE LAND LIMITED UNAUDITED PROFORMA COMBINED STATEMENT OF FINANCIAL POSITION AS AT 30 NOVEMBER 2012 (contd)

    Audited combined statement of financial position $000 Non-current liabilities Long-term loan Long-term bank loans Financial guarantee liability Total non-current liabilities

    Unaudited proforma adjustments $000

    Unaudited proforma combined statement of financial position $000

    4,050 57,304 72 61,426

    4,050 57,304 72 61,426

    Capital and reserves Share capital Currency translation reserve Capital reserve Merger reserve Accumulated profits Equity attributable to owners of the company Non-controlling interests Net equity Total liabilities and equity

    10,000 (431) (6) 6,406 15,969 (12) 15,957 186,688

    72,969 (5,969) 67,000 67,000 4,000

    82,969 (431) (6) (5,969) 6,406 82,969 (12) 82,957 190,688

    - C-6 -

    APPENDIX C INDEPENDENT AUDITORS REPORT ON THE UNAUDITED PROFORMA GROUP FINANCIAL INFORMATION FOR THE YEAR ENDED 31 MAY 2012 AND FOR THE SIX MONTHS PERIOD ENDED 30 NOVEMBER 2012
    TEE LAND LIMITED UNAUDITED PROFORMA COMBINED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 MAY 2012

    Audited combined statement of cash flows $000 Operating activities Profit before tax Adjustments for: Share of results of associates Amortisation of financial guarantee liability Interest income Operating cash flows before movements in working capital Trade receivables Other receivables Development properties Trade payables Other payables Cash used in operations Interest paid Income tax paid Net cash used in operating activities

    Unaudited proforma adjustments $000

    Unaudited proforma combined statement of cash flows $000

    1,967 728 (146) (1,580) 969

    1,967 728 (146) (1,580) 969

    120 (2,271) (11,771) 905 8,055 (3,993) (1,441) (558) (5,992)

    120 (2,271) (11,771) 905 8,055 (3,993) (1,441) (558) (5,992)

    Investing activities Investment in associates Loans receivable from associates Interest received Net cash used in investing activities

    (842) (7,984) 485 (8,341)

    (842) (7,984) 485 (8,341)

    Financing activities Drawdown of long-term bank loans Repayment of long-term bank loans Additional investment in subsidiary by a non-controlling interest Proceeds on issue of shares Net cash from financing activities

    25,842 (13,878) 8 2,000 13,972

    4,000 4,000

    25,842 (13,878) 8 6,000 17,972

    Net (decrease) increase in cash and cash equivalents Cash and cash equivalents at beginning of the year Cash and cash equivalents at end of the year

    (361) 8,874 8,513

    4,000 4,000

    3,639 8,874 12,513

    - C-7 -

    APPENDIX C INDEPENDENT AUDITORS REPORT ON THE UNAUDITED PROFORMA GROUP FINANCIAL INFORMATION FOR THE YEAR ENDED 31 MAY 2012 AND FOR THE SIX MONTHS PERIOD ENDED 30 NOVEMBER 2012
    TEE LAND LIMITED UNAUDITED PROFORMA COMBINED STATEMENT OF CASH FLOWS FOR THE SIX MONTHS PERIOD ENDED 30 NOVEMBER 2012

    Audited combined statement of cash flows $000 Operating activities Profit before tax Adjustments for: Depreciation expense Amortisation of financial guarantee liability Share of results of associates Interest expense Interest income Operating cash flows before movements in working capital Trade receivables Other receivables Development properties Trade payables Other payables Cash used in operations Interest paid Income tax paid Net cash used in operating activities

    Unaudited proforma adjustments $000

    Unaudited proforma combined statement of cash flows $000

    829 8 (73) (15) 4 (820) (67)

    829 8 (73) (15) 4 (820) (67)

    (1,947) (2,223) (29,545) (247) 7,699 (26,330) (758) (438) (27,526)

    (1,947) (2,223) (29,545) (247) 7,699 (26,330) (758) (438) (27,526)

    Investing activities Acquisition of non-controlling interests in a subsidiary Purchase of office equipment and renovation Investment in associates Loans receivable from associates Interest received Net cash from investing activities

    (8) (127) (454) 949 535 895

    (8) (127) (454) 949 535 895

    Financing activities Drawdown of long-term bank loans Drawdown of bank loan Proceeds on issue of shares Net cash from financing activities

    22,894 3,000 1,000 26,894

    4,000 4,000

    22,894 3,000 5,000 30,894

    Net increase in cash and cash equivalents Cash and cash equivalents at beginning of the period Cash and cash equivalents at end of the period

    263 8,513 8,776

    4,000 4,000

    4,263 8,513 12,776

    - C-8 -

    APPENDIX C INDEPENDENT AUDITORS REPORT ON THE UNAUDITED PROFORMA GROUP FINANCIAL INFORMATION FOR THE YEAR ENDED 31 MAY 2012 AND FOR THE SIX MONTHS PERIOD ENDED 30 NOVEMBER 2012
    TEE LAND LIMITED Explanatory Notes

    1.

    Significant Events Save for the following significant events relating to the pre-IPO investors, capitalisation of intercompany loans and changes to the capital structure of the Group (the Significant Events) discussed below, the directors, as at the date of this report, are not aware of other significant acquisitions, disposal of assets and subsidiaries or significant changes made to the capital structure of the Group subsequent to 30 November 2012: (a) Incorporation of the company On 18 December 2012, the Company was incorporated in Singapore as a real estate developer and investment holding company with an issued and paid-up share capital of S$1.00 comprising share issued and allotted to TEE International Limited, ultimate holding company. (b) Acquisition of property development businesses from ultimate holding company As part of the restructuring exercise, the Company entered into the restructuring agreement dated 22 February 2013 with the ultimate holding company to acquire the property development businesses of the ultimate holding company. Accordingly, the Company acquired the entire issued and paid-up share capital in each of TEE Realty Pte. Ltd., TEE Property Pte. Ltd., TEE Development Pte. Ltd., Development 83 Pte. Ltd., TEE Homes Pte. Ltd. and Development 72 Pte. Ltd. (collectively, the sale companies) from the ultimate holding company at a purchase consideration of $15,968,999 (the purchase consideration) based on the audited net asset value of the sale companies as at 30 November 2012. Pursuant to the restructuring agreement, the Company acquired each of the sale companies as its subsidiaries and the assets and liabilities of each of these subsidiaries would form part of the Group. The purchase consideration was satisfied by way of the allotment and issuance of 15,968,999 shares credited as fully paid up to the ultimate holding company. In line with the objective of the restructuring exercise to consolidate only the property development businesses into the Group, the Groups 49% owned associate, Chewathai Limited (Chewathai) transferred its entire equity interests in Global Environment Technology Co., Ltd. (GETCO), which is engaged in the wastewater treatment business in the following proportion: (a) 49% of such equity interests to TEE Resources Pte. Ltd. (a wholly-owned subsidiary of the ultimate holding company); and 51% of such equity interests to Chartchewa Co. Ltd. (existing 51% shareholder of Chewathai).

    (b)

    In line with the objective of the restructuring exercise and to reflect the financial position and performance of the property development businesses of the Group, the financial position and performance of GETCO has been excluded as it is not part of the property development businesses included in the Group.

    - C-9 -

    APPENDIX C INDEPENDENT AUDITORS REPORT ON THE UNAUDITED PROFORMA GROUP FINANCIAL INFORMATION FOR THE YEAR ENDED 31 MAY 2012 AND FOR THE SIX MONTHS PERIOD ENDED 30 NOVEMBER 2012
    TEE LAND LIMITED Explanatory Notes: (contd)

    1.

    Significant events (contd) (c) Subscription of shares by pre-IPO investors Pursuant to the subscription agreement, the pre-IPO investors collectively subscribed for 4,000,000 shares in the Company for an aggregate consideration of $4,000,000. The proceeds from the pre-IPO Investors are for general working capital purposes and/or to acquire new land. The shares were issued to the pre-IPO investors in the following proportion:
    Number of shares subscribed 2,000,000 1,500,000 500,000 Consideration $000 2,000 1,500 500

    Pre-IPO investor Mr. Koh Wee Meng Mr. Tommie Goh Thiam Poh Mr. Jeremy Lee Sheng Poh

    (d)

    Capitalisation of shareholders loan As at 13 May 2013, the sale companies had outstanding shareholders loans and advances amounting to an aggregate amount of $77,800,000 (shareholders loan). As part of the restructuring exercise, the ultimate holding company agreed to offset an aggregate outstanding amount of $2,000,000 owed by it to the Company against the shareholders loan and to capitalise $63,000,000 of the shareholders loan into the shares of the Company. On 13 May 2013, the ultimate holding company capitalised $63,000,000 of the shareholders loan and 63,000,000 shares were issued to the ultimate holding company. The remaining shareholders loan (amounting to $12,800,000 as at 13 May 2013 as adjusted for the offsetting of the $2,000,000) will be repaid in full using part of the net proceeds from the invitation.

    2.

    Basis of preparation of the unaudited Proforma Group financial information The unaudited Proforma Group financial information has been prepared based on the following: Audited combined financial statements of TEE Land Limited for the year ended 31 May 2012 which were prepared by management in accordance with the Singapore Financial Reporting Standards (FRS) and audited by Deloitte & Touche LLP, Singapore, in accordance with Singapore Standards on Auditing. The auditors report on these combined financial statements was not qualified. Audited combined interim condensed financial statements of TEE Land Limited for the six months period ended 30 November 2012 which were prepared by management in accordance with FRS 34 Interim Financial Reporting (FRS 34) and audited by Deloitte and Touche LLP, Singapore, in accordance with Singapore Standards on Auditing. The auditors report on these combined interim condensed financial statements was not qualified.

    - C-10 -

    APPENDIX C INDEPENDENT AUDITORS REPORT ON THE UNAUDITED PROFORMA GROUP FINANCIAL INFORMATION FOR THE YEAR ENDED 31 MAY 2012 AND FOR THE SIX MONTHS PERIOD ENDED 30 NOVEMBER 2012
    TEE LAND LIMITED Explanatory Notes: (contd)

    2.

    Basis of preparation of the unaudited Proforma Group financial information (contd) The unaudited Proforma Group financial information has been prepared using the same accounting policies and methods of computation in the preparation of the audited combined financial statements for the years ended 31 May 2012, 2011 and 2010 and the combined interim condensed financial statements for the six months period ended 30 November 2012. The unaudited Proforma Group financial information for the year ended 31 May 2012 and the six months period ended 30 November 2012 are prepared for illustrative purposes only. These are prepared based on certain assumptions and after making certain adjustments to show what: (i) the unaudited combined cash flows of the Group for the year ended 31 May 2012 and the six months period ended 30 November 2012 would have been if the Significant Events stated in Explanatory Note 1 of the unaudited Proforma Group financial information had occurred on 1 June 2011; and the unaudited combined statement of financial position of the Group as at 31 May 2012 and 30 November 2012 would have been if the foresaid Significant Events had occurred on 31 May 2012 and 30 November 2012 respectively.

    (ii)

    Based on the assumptions discussed above, the following material adjustments have been made to the audited combined financial statements for the year ended 31 May 2012 and the six months period ended 30 November 2012, in arriving at the unaudited Proforma Group financial information. (a) Acquisition of property development businesses from ultimate holding company Unaudited proforma combined statements of financial position Effect of the proforma adjustments subsequent to 31 May 2012 and 30 November 2012 and adjusted respectively as appropriate for the following:
    Increase (Decrease) As at 31 May 2012 $000 Share capital Merger reserve 6,969 (6,969) Increase (Decrease) As at 30 November 2012 $000 5,969 (5,969)

    - C-11 -

    APPENDIX C INDEPENDENT AUDITORS REPORT ON THE UNAUDITED PROFORMA GROUP FINANCIAL INFORMATION FOR THE YEAR ENDED 31 MAY 2012 AND FOR THE SIX MONTHS PERIOD ENDED 30 NOVEMBER 2012
    TEE LAND LIMITED Explanatory Notes: (contd)

    2.

    Basis of preparation of the unaudited Proforma Group financial information (contd) (b) Capitalisation of intercompany loans Unaudited proforma combined statements of financial position Effect of the proforma adjustments subsequent to 31 May 2012 and 30 November 2012 and adjusted respectively as appropriate for the following:
    Increase (Decrease) As at 31 May 2012 $000 Share capital Other payables 63,000 (63,000) Increase (Decrease) As at 30 November 2012 $000 63,000 (63,000)

    (c)

    Capital contribution by pre-IPO investors Unaudited proforma combined statements of financial position Effect of the proforma adjustments subsequent to 31 May 2012 and 30 November 2012 and adjusted respectively as appropriate for the following:
    Increase As at 31 May 2012 $000 Share capital Cash and bank balances 4,000 4,000 Increase As at 30 November 2012 $000 4,000 4,000

    Unaudited proforma combined statements of cash flows Effect of the proforma adjustments subsequent to 31 May 2012 and 30 November 2012 and adjusted respectively as appropriate for the following:
    Increase As at 31 May 2012 $000 Financing activities Proceeds on issue of shares 4,000 Increase As at 30 November 2012 $000 4,000

    The proforma adjustments do not have any material effect on the combined statement of comprehensive income for the year ended 31 May 2012 and for the six months period ended 30 November 2012. Accordingly unaudited Proforma Group combined statements of comprehensive income for the year ended 31 May 2012 and for the six months period ended 30 November 2012 have not been presented. The unaudited Proforma Group financial information, because of its nature, is not necessarily indicative of the results of the operations, cash flows and financial position that would have been attained had the Significant Events actually occurred earlier. Save as disclosed in the Explanatory Notes, the management, for the purpose of preparing this set of unaudited Proforma Group financial information, has not considered the effects of other events.

    - C-12 -

    APPENDIX D SUMMARY OF MEMORANDUM AND ARTICLES OF ASSOCIATION OF OUR COMPANY


    The discussion below provides a summary of the principal objects of our Company as set out in our Memorandum and certain provisions of our Articles and the laws of Singapore. This discussion is only a summary and is qualified by reference to Singapore law and our Memorandum and Articles. Summary of our Articles (a) A Directors power to vote on a proposal, arrangement or contract in which the Director is Interested

    Article 100
    A Director shall not vote in respect of any contract or arrangement or any other proposal whatsoever in which he has any personal material interest, directly or indirectly. A Director shall not be counted in the quorum at a meeting in relation to any resolution on which he is debarred from voting. (b) The Directors power to vote on remuneration (including pension or other benefits) for himself or for any other director, and whether the quorum at a meeting of the board of Directors to vote on Directors remuneration may include the director whose remuneration is the subject of the vote

    Article 77
    The ordinary remuneration of the Directors, which shall from time to time be determined by an Ordinary Resolution of the Company, shall not be increased except pursuant to an Ordinary Resolution passed at a General Meeting where notice of the proposed increase shall have been given in the notice convening the General Meeting and shall (unless such resolution otherwise provides) be divisible among the Directors as they may agree, or failing agreement, equally, except that any Director who shall hold office for part only of the period in respect of which such remuneration is payable shall be entitled only to rank in such division for a proportion of remuneration related to the period during which he has held office. The ordinary remuneration of an executive Director may not include a commission on or a percentage of turnover and the ordinary remuneration of a non-executive Director shall be a fixed sum, and not by a commission on or a percentage of profits or turnover.

    Article 78
    Any Director who holds any executive office, or who serves on any committee of the Directors, or who otherwise performs services which in the opinion of the Directors are outside the scope of the ordinary duties of a Director, may be paid such extra remuneration by way of salary, commission or otherwise as the Directors may determine, provided that such extra remuneration (in case of an executive Director) shall not be by way of commission on or a percentage of turnover and (in the case of a non-executive Director) shall be a fixed sum, and not by a commission on or a percentage of profits or turnover.

    Article 79
    The Directors may repay to any Director all such reasonable expenses as he may incur in attending and returning from meetings of the Directors or of any committee of the Directors or General Meetings or otherwise in or about the business of the Company.

    Article 80
    The Directors shall have power to pay and agree to pay pensions or other retirement, superannuation, death or disability benefits to (or to any person in respect of) any Director for the time being holding any executive office and for the purpose of providing any such pensions or other benefits to contribute to any scheme or fund or to pay premiums.

    - D-1 -

    APPENDIX D SUMMARY OF MEMORANDUM AND ARTICLES OF ASSOCIATION OF OUR COMPANY


    (c) Borrowing powers exercisable by the Directors and how such borrowing powers can be varied

    Article 108
    Subject as hereinafter provided and to the provisions of the Statutes, the Directors may exercise all the powers of the Company to borrow money, to mortgage or charge its undertaking, property and uncalled capital and to issue debentures and other securities, whether outright or as collateral security for any debt, liability or obligation of the Company or of any third party. (d) Retirement or non-retirement of Directors under an age limit requirement

    Article 89
    At each Annual General Meeting, one-third of the Directors for the time being (or, if their number is not a multiple of three, the number nearest to but not less than one-third) shall retire from office by rotation, Provided that no Director holding office as Managing Director shall be subject to retirement by rotation or be taken into account in determining the number of Directors to retire. For the avoidance of doubt, each Director (other than a Director holding office as Managing Director) shall retire at least once every three years.

    Article 90
    The Directors to retire by rotation shall include (so far as necessary to obtain the number required) any Director who is due to retire at a General Meeting by reason of age or who wishes to retire and not to offer himself for re-election. Any further Directors so to retire shall be those of the other Directors subject to retirement by rotation who have been longest in office since their last reelection or appointment and so that as between persons who became or were last re-elected Directors on the same day, those to retire shall (unless they otherwise agree among themselves) be determined by ballot. A retiring Director shall be eligible for re-election.

    Article 91
    The Company at a General Meeting at which a Director retires under any provision of these Articles may by Ordinary Resolution fill the office being vacated by electing thereto the retiring Director or some other person eligible for appointment. In default, the retiring Director shall be deemed to have been re-elected except in any of the following cases: (a) where at such meeting it is expressly resolved not to fill such office or a resolution for the reelection of such Director is put to the meeting and lost; or where such Director has given notice in writing to the Company that he is unwilling to be reelected; or where the default is due to the moving of a resolution in contravention of the next following Article; or where such Director has attained any retiring age applicable to him as Director.

    (b)

    (c)

    (d)

    The retirement shall not have effect until the conclusion of the meeting except where a resolution is passed to elect some other person in the place of the retiring Director or a resolution for his reelection is put to the meeting and lost and accordingly a retiring Director who is re-elected or deemed to have been re-elected will continue in office without a break. (e) The number of shares, if any, required for Directors qualification

    Article 76
    A Director shall not be required to hold any shares of the Company by way of qualification. A Director who is not a Member of the Company shall nevertheless be entitled to receive notice of and to attend and speak at General Meetings. - D-2 -

    APPENDIX D SUMMARY OF MEMORANDUM AND ARTICLES OF ASSOCIATION OF OUR COMPANY


    (f) Rights, preferences and restrictions attaching to each class of shares

    Article 3
    (A) Subject to the Act and to these Articles, no shares may be issued by the Directors without the prior approval of the Company in General Meeting pursuant to Section 161 of the Act, but subject thereto and the terms of such approval, and to Article 5, and to any special rights attached to any shares for the time being issued, the Directors may allot and issue shares or grant options over or otherwise dispose of the same to such persons on such terms and conditions and for such consideration and at such time and whether or not subject to the payment of any part of the amount thereof in cash or otherwise as the Directors may think fit, and any shares may, subject to compliance with Sections 70 and 75 of the Act, be issued with such preferential, deferred, qualified or special rights, privileges, conditions or restrictions, whether as regards Dividend, return of capital, participation in surplus assets and profits, voting, conversion or otherwise, as the Directors may think fit, and preference shares may be issued which are or at the option of the Company are liable to be redeemed, the terms and manner of redemption being determined by the Directors in accordance with the Act, Provided Always that no options shall be granted over unissued shares except in accordance with the Act and the Designated Stock Exchanges listing rules. The Directors may, at any time after the allotment of any share but before any person has been entered in the Register of Members as the holder, recognize a renunciation thereof by the allottee in favour of some other person and may accord to any allottee of a share a right to effect such renunciation upon and subject to such terms and conditions as the Directors may think fit to impose. Except so far as otherwise provided by the conditions of issue or by these Articles, all new shares shall be issued subject to the provisions of the Statutes and of these Articles with reference to allotment, payment of calls, lien, transfer, transmission, forfeiture or otherwise.

    (B)

    (C)

    Article 8
    (A) Preference shares may be issued subject to such limitation thereof as may be prescribed by any Designated Stock Exchange. In particular, the total number of issued preference shares shall not exceed the total number of issued ordinary shares issued at any time. Preference shareholders shall have the same rights as ordinary shareholders as regards receiving notices, reports and balance-sheets and attending General Meetings of the Company, and preference shareholders shall also have the right to vote at any General Meeting convened for the purpose of reducing capital or winding-up or sanctioning a sale of the undertaking of the Company or where the proposal to be submitted to the General Meeting directly affects their rights and privileges or when the Dividend on the preference shares is in arrear for more than six months. The Company has power to issue further preference capital ranking equally with, or in priority to, preference shares already issued.

    (B)

    Article 9
    (A) Whenever the share capital of the Company is divided into different classes of shares, the variation or abrogation of the special rights attached to any class may, subject to the provisions of the Act, only be made either with the consent in writing of the holders of threequarters of the total number of issued shares of the class or with the sanction of a Special Resolution passed at a separate General Meeting of the holders of the shares of the class (but not otherwise) and may be so made either whilst the Company is a going concern or during or in contemplation of a winding-up. To every such separate General Meeting all the provisions of these Articles relating to General Meetings of the Company and to the proceedings thereat shall mutatis mutandis apply, except that the necessary quorum shall be two or more persons holding at least one-third of the total number of the issued shares of the class present in person or by proxy or attorney and that any holder of shares of the class - D-3 -

    APPENDIX D SUMMARY OF MEMORANDUM AND ARTICLES OF ASSOCIATION OF OUR COMPANY


    present in person or by proxy or attorney may demand a poll and that every such holder shall on a poll have one vote for every share of the class held by him where the class is a class of equity shares within the meaning of Section 64(1) of the Act or at least one vote for every share of the class where the class is a class of preference shares within the meaning of Section 180(2) of the Act, Provided Always that where the necessary majority for such a Special Resolution is not obtained at such General Meeting, the consent in writing, if obtained from the holders of three-quarters of the total number of the issued shares of the class concerned within two months of such General Meeting, shall be as valid and effectual as a Special Resolution carried at such General Meeting. (B) The provisions in Article 9(A) shall mutatis mutandis apply to any repayment of preference capital (other than redeemable preference capital) and any variation or abrogation of the rights attached to preference shares or any class thereof. The special rights attached to any class of shares having preferential rights shall not unless otherwise expressly provided by the terms of issue thereof be deemed to be varied by the creation or issue of further shares ranking as regards participation in the profits or assets of the Company in some or all respects pari passu therewith but in no respect in priority thereto.

    (C)

    Article 14
    Every person whose name is entered as a Member in the Register of Members shall be entitled, within ten market days (or such period as the Directors may determine having regard to any limitation thereof as may be prescribed by the Designated Stock Exchange from time to time) after the closing date of any application for shares or (as the case may be) after the date of lodgement of a registrable transfer, to receive one certificate for all his shares of any one class or to several certificates in reasonable denominations each for a part of the shares so allotted or transferred.

    Article 34
    (A) There shall be no restriction on the transfer of fully paid up shares (except where required by law or by the rules, bye-laws or listing rules of the Designated Stock Exchange) but the Directors may in their discretion decline to register any transfer of shares upon which the Company has a lien, and in the case of shares not fully paid up, may refuse to register a transfer to a transferee of whom they do not approve, Provided Always that in the event of the Directors refusing to register a transfer of shares, the Company shall within ten market days (or such period as the Directors may determine having regard to any limitation thereof as may be prescribed by the Designated Stock Exchange from time to time) after the date on which the application for a transfer of shares was made, serve a notice in writing to the applicant stating the facts which are considered to justify the refusal as required by the Statutes. The Directors may decline to register any instrument of transfer unless: (a) such fee not exceeding S$2.00 (or such other fee as the Directors may determine having regard to any limitation thereof as may be prescribed by the Designated Stock Exchange from time to time) as the Directors may from time to time require is paid to the Company in respect thereof; the amount of proper duty (if any) with which each instrument of transfer is chargeable under any law for the time being in force relating to stamps is paid; the instrument of transfer is deposited at the Office or at such other place (if any) as the Directors may appoint accompanied by a certificate of payment of stamp duty (if stamp duty is payable on such instrument of transfer in accordance with any law for the time being in force relating to stamp duty), the certificates of the shares to which it

    (B)

    (b)

    (c)

    - D-4 -

    APPENDIX D SUMMARY OF MEMORANDUM AND ARTICLES OF ASSOCIATION OF OUR COMPANY


    relates, and such other evidence as the Directors may reasonably require to show the right of the transferor to make the transfer and, if the instrument of transfer is executed by some other person on his behalf, the authority of the person so to do; and (d) the instrument of transfer is in respect of only one class of shares.

    Article 41
    A reference to a Member shall be a reference to a registered holder of shares in the Company, or where such registered holder is CDP, the Depositors on behalf of whom CDP holds the shares, Provided that: (a) a Depositor shall only be entitled to attend any General Meeting and to speak and vote thereat if his name appears on the Depository Register maintained by CDP forty eight (48) hours before the General Meeting as a Depositor on whose behalf CDP holds shares in the Company, the Company being entitled to deem each such Depositor, or each proxy of a Depositor who is to represent the entire balance standing to the Securities Account of the Depositor, to represent such number of shares as is actually credited to the Securities Account of the Depositor as at such time, according to the records of CDP as supplied by CDP to the Company, and where a Depositor has apportioned the balance standing to his Securities Account between two proxies, to apportion the said number of shares between the two proxies in the same proportion as previously specified by the Depositor in appointing the proxies; and accordingly no instrument appointing a proxy of a Depositor shall be rendered invalid merely by reason of any discrepancy between the proportion of Depositors shareholding specified in the instrument of proxy, or where the balance standing to a Depositors Securities Account has been apportioned between two proxies the aggregate of the proportions of the Depositors shareholding they are specified to represent, and the true balance standing to the Securities Account of a Depositor as at the time of the General Meeting, if the instrument is dealt with in such manner as is provided above; the payment by the Company to CDP of any Dividend payable to a Depositor shall to the extent of the payment discharge the Company from any further liability in respect of the payment; the delivery by the Company to CDP of provisional allotments or share certificates in respect of the aggregate entitlements of Depositors to new shares offered by way of rights issue or other preferential offering or bonus issue shall to the extent of the delivery discharge the Company from any further liability to each such Depositor in respect of his individual entitlement; and the provisions in these Articles relating to the transfers, transmissions or certification of shares shall not apply to the transfer of book-entry securities (as defined in the statutes).

    (b)

    (c)

    (d)

    Article 42
    Except as required by the Statutes or law, no person shall be recognized by the Company as holding any share upon any trust, and the Company shall not be bound by or compelled in any way to recognize (even when having notice thereof) any equitable, contingent, future or partial interest in any share, or any interest in any fractional part of a share, or (except only as by these Articles or by the Statutes or law otherwise provided) any other right in respect of any share, except an absolute right to the entirety thereof in the registered holder and nothing in these Articles contained relating to CDP or to Depositors or in any depository agreement made by the Company with any common depository for shares shall in any circumstances be deemed to limit, restrict or qualify the above.

    - D-5 -

    APPENDIX D SUMMARY OF MEMORANDUM AND ARTICLES OF ASSOCIATION OF OUR COMPANY


    Article 63
    In the case of joint holders of a share, any one of such persons shall be entitled to vote, but if more than one of such persons is present at a meeting, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders and for this purpose seniority shall be determined by the order in which the names stand in the Register of Members or, as the case may be, the order in which the names appear in the Depository Register in respect of the joint holding.

    Article 64
    Where in Singapore or elsewhere a receiver or other person (by whatever name called) has been appointed by any court claiming jurisdiction in that behalf to exercise powers with respect to the property or affairs of any Member on the ground (however formulated) of mental disorder, the Directors may in their absolute discretion, upon or subject to production of such evidence of the appointment as the Directors may require, permit such receiver or other person on behalf of such Member, to vote in person or by proxy at any General Meeting, or to exercise any other right conferred by Membership in relation to General Meetings of the Company.

    Article 65
    No Member shall be entitled in respect of shares held by him to vote at a General Meeting either personally or by proxy or to exercise any other right conferred by Membership in relation to General Meetings if any call or other sum payable by him to the Company in respect of such shares remains unpaid. Conversely, a member shall be entitled in respect of shares held by him to vote at a General Meeting either personally or by proxy or to exercise any other right conferred by membership in relation to General Meetings if all call or other sums payable by him to the Company in respect of such shares have been paid. (g) Any change in capital

    Article 10
    The Company may by Ordinary Resolution: (A) (B) consolidate and divide all or any of its share capital; sub-divide its shares, or any of them, provided always that in such subdivision the proportion between the amount paid and the amount (if any) unpaid on each reduced share shall be same as it was in the case of the share from which the reduced share is derived; convert or exchange any class of shares into or for any other class of shares; and/or cancel the number of shares which at the date of the passing of the resolution in that behalf have not been taken or agreed to be taken by any person or which have been forfeited and diminish the amount of its share capital by the number of the shares so cancelled.

    (C) (D)

    Article 11
    (A) The Company may reduce its share capital or any other undistributable reserve in any manner permitted, and with, and subject to, any incident authorized, and consent or confirmation required, by law. The Company may purchase or otherwise acquire its issued shares subject to and in accordance with the provisions of the Statutes and any applicable rules of the Designated Stock Exchange (hereafter, the Relevant Laws), on such terms and subject to such conditions as the Company may in General Meeting prescribe in accordance with the Relevant Laws. Any shares purchased or acquired by the Company as aforesaid shall, unless held in treasury in accordance with the Act, be deemed to be cancelled immediately on purchase or acquisition by the Company. On the cancellation of any share as aforesaid, - D-6 -

    (B)

    APPENDIX D SUMMARY OF MEMORANDUM AND ARTICLES OF ASSOCIATION OF OUR COMPANY


    the rights and privileges attached to that share shall expire. In any other instance, the Company may hold or deal with any such share which is so purchased or acquired by it in such manner as may be permitted by, and in accordance with the Relevant Laws. Without prejudice to the generality of the foregoing, upon cancellation of any share purchased or otherwise acquired by the Company pursuant to these Articles and the Statutes, the number of issued shares of the Company shall be diminished by the number of shares so cancelled, and, where any such cancelled share was purchased or acquired out of the capital of the Company, the amount of share capital of the Company shall be reduced accordingly. (h) Any change in the respective rights of the various classes of shares including the action necessary to change the rights

    Article 9
    (A) Whenever the share capital of the Company is divided into different classes of shares, the variation or abrogation of the special rights attached to any class may, subject to the provisions of the Act, only be made either with the consent in writing of the holders of threequarters of the total number of the issued shares of the class or with the sanction of a Special Resolution passed at a separate General Meeting of the holders of the shares of the class (but not otherwise) and may be so made either whilst the Company is a going concern or during or in contemplation of a winding-up. To every such separate General Meeting all the provisions of these Articles relating to General Meetings of the Company and to the proceedings thereat shall mutatis mutandis apply, except that the necessary quorum shall be two or more persons holding at least one-third of the total number of the issued shares of the class present in person or by proxy or attorney and that any holder of shares of the class present in person or by proxy or attorney may demand a poll and that every such holder shall on a poll have one vote for every share of the class held by him where the class is a class of equity shares within the meaning of Section 64(1) of the Act or at least one vote for every share of the class where the class is a class of preference shares within the meaning of Section 180(2) of the Act, Provided Always that where the necessary majority for such a Special Resolution is not obtained at such General Meeting, the consent in writing, if obtained from the holders of three-quarters of the total number of the issued shares of the class concerned within two months of such General Meeting, shall be as valid and effectual as a Special Resolution carried at such General Meeting. The provisions in Article 9(A) shall mutatis mutandis apply to any repayment of preference capital (other than redeemable preference capital) and any variation or abrogation of the rights attached to preference shares or any class thereof. The special rights attached to any class of shares having preferential rights shall not unless otherwise expressly provided by the terms of issue thereof be deemed to be varied by the creation or issue of further shares ranking as regards participation in the profits or assets of the Company in some or all respects pari passu therewith but in no respect in priority thereto.

    (B)

    (C)

    (i)

    Dividends and distribution

    Article 123
    The Company may by Ordinary Resolution declare Dividends but no such Dividend shall exceed the amount recommended by the Directors.

    Article 124
    If and so far as in the opinion of the Directors, the profits of the Company justify such payments, the Directors may declare and pay the fixed Dividends on any class of shares carrying a fixed Dividend expressed to be payable on fixed dates on the half-yearly or other dates prescribed for the payment thereof and may also from time to time declare and pay interim Dividends on shares of any class of such amounts and on such dates and in respect of such periods as they think fit.

    - D-7 -

    APPENDIX D SUMMARY OF MEMORANDUM AND ARTICLES OF ASSOCIATION OF OUR COMPANY


    Article 125
    Subject to any rights or restrictions attached to any shares or class of shares and except as otherwise permitted under the Act: (a) all Dividends in respect of shares must be paid in proportion to the number of shares held by a Member, but where shares are partly paid, all Dividends must be apportioned and paid proportionately to the amounts paid or credited as paid on the partly paid shares; and all Dividends must be apportioned and paid proportionately to the amounts so paid or credited as paid during any portion or portions of the period in respect of which the Dividend is paid.

    (b)

    For the purposes of this Article, an amount paid or credited as paid on a share in advance of a call is to be ignored.

    Article 126
    (A) No Dividend shall be paid otherwise than out of profits available for distribution under the provisions of the Statutes. The payment by the Directors of any unclaimed dividends or other moneys payable on or in respect of a share into a separate account shall not constitute the Company a trustee in respect thereof. All Dividends remaining unclaimed after one year from having been first payable may be invested or otherwise made use of by the Directors for the benefit of the Company, and any Dividend or any such moneys unclaimed after six (6) years from having been first payable shall be forfeited and shall revert to the Company provided always that the Directors may at any time thereafter at their absolute discretion annul any such forfeiture and pay the Dividend so forfeited to the person entitled thereto prior to the forfeiture. If CDP returns any such Dividend or moneys to the Company, the relevant Depositor shall not have any right or claim in respect of such Dividend or moneys against the Company if a period of six (6) years has elapsed from the date of the declaration of such Dividend or the date on which such other moneys are first payable. A payment by the Company to CDP of any Dividend or other moneys payable to a Depositor shall, to the extent of the payment made, discharge the Company from any liability to the Depositor in respect of that payment.

    (B)

    Article 127
    No Dividend or other monies payable on or in respect of a share shall bear interest as against the Company.

    Article 128
    (A) The Directors may retain any Dividend or other monies payable on or in respect of a share on which the Company has a lien and may apply the same in or towards satisfaction of the debts, liabilities or engagements in respect of which the lien exists. The Directors may retain the Dividends payable upon shares in respect of which any person is under the provisions as to the transmission of shares hereinbefore contained entitled to become a Member, or which any person is under those provisions entitled to transfer, until such person shall become a Member in respect of such shares or shall transfer the same.

    (B)

    Article 129
    The waiver in whole or in part of any Dividend on any share by any document (whether or not under seal) shall be effective only if such document is signed by the Member (or the person entitled to the share in consequence of the death or bankruptcy of the holder) and delivered to the Company and if or to the extent that the same is accepted as such or acted upon by the Company.

    - D-8 -

    APPENDIX D SUMMARY OF MEMORANDUM AND ARTICLES OF ASSOCIATION OF OUR COMPANY


    Article 130
    The Company may upon the recommendation of the Directors by Ordinary Resolution direct payment of a Dividend in whole or in part by the distribution of specific assets (and in particular of paid-up shares or debentures of any other company) and the Directors shall give effect to such resolution. Where any difficulty arises with regard to such distribution, the Directors may settle the same as they think expedient and in particular, may issue fractional certificates, may fix the value for distribution of such specific assets or any part thereof, may determine that cash payments shall be made to any Member upon the footing of the value so fixed in order to adjust the rights of all parties and may vest any such specific assets in trustees as may seem expedient to the Directors.

    Article 131
    Any Dividend or other moneys payable in cash on or in respect of a share may be paid by cheque or warrant sent through the post to the registered address appearing in the Register of Members or (as the case may be) the Depository Register of the Member or person entitled thereto (or, if two or more persons are registered in the Register of Members or (as the case may be) entered in the Depository Register as joint holders of the share or are entitled thereto in consequence of the death or bankruptcy of the holder, to any one of such persons) or to such person and such address as such Member or person or persons may by writing direct. Every such cheque or warrant shall be made payable to the order of the person to whom it is sent or to such person as the holder or joint holders or person or persons entitled to the share in consequence of the death or bankruptcy of the holder may direct and payment of the cheque or warrant by the banker upon whom it is drawn shall be a good discharge to the Company. Every such cheque or warrant shall be sent at the risk of the person entitled to the money represented thereby.

    Article 132
    If two or more persons are registered in the Register of Members or (as the case may be) the Depository Register as joint holders of any share, or are entitled jointly to a share in consequence of the death or bankruptcy of the holder, any one of them may give effectual receipts for any Dividend or other monies payable or property distributable on or in respect of the share.

    Article 133
    Any resolution declaring a Dividend on shares of any class, whether a resolution of the Company in General Meeting or a resolution of the Directors, may specify that the same shall be payable to the persons registered as the holders of such shares in the Register of Members or (as the case may be) the Depository Register at the close of business on a particular date and thereupon the Dividend shall be payable to them in accordance with their respective holdings so registered, but without prejudice to the rights inter se in respect of such Dividend of transferors and transferees of any such shares. (j) Any limitation on the right to own Shares, including limitations on the right of non- resident or foreign Shareholders to hold or exercise voting rights on their Shares

    Article 5
    (A) Subject to any direction to the contrary that may be given by the Company in General Meeting or except as permitted by the rules of the Designated Stock Exchange, all new shares shall before issue be offered to such persons who as at the date of the offer are entitled to receive notices from the Company of General Meetings in proportion, as far as the circumstances admit, to the number of the existing shares to which they are entitled. The offer shall be made by notice specifying the number of shares offered, and limiting a time within which the offer, if not accepted, will be deemed to be declined, and, after the expiration of the aforesaid time, or on the receipt of an intimation from the person to whom the offer is made that he declines to accept the shares offered, the Directors may dispose of those shares in such manner as they think most beneficial to the Company. The Directors

    - D-9 -

    APPENDIX D SUMMARY OF MEMORANDUM AND ARTICLES OF ASSOCIATION OF OUR COMPANY


    may likewise so dispose of any new shares which (by reason of the ratio which the new shares bear to shares held by persons entitled to an offer of new shares) cannot, in the opinion of the Directors, be conveniently offered under this Article 5(A). (B) Notwithstanding Article 5(A) above, the Company may by Ordinary Resolution in General Meeting give to the Directors a general authority, either unconditionally or subject to such conditions as may be specified in the Ordinary Resolution, to: (a) (i) issue shares in the capital of the Company (shares) whether by way of rights, bonus or otherwise; and/or make or grant offers, agreements or options (collectively, Instruments) that might or would require shares to be issued, including but not limited to the creation and issue of (as well as adjustments to) warrants, debentures or other instruments convertible into shares; and

    (ii)

    (b)

    (notwithstanding the authority conferred by the Ordinary Resolution may have ceased to be in force) issue shares in pursuance of any Instrument made or granted by the Directors while the Ordinary Resolution was in force,

    Provided that: (1) the aggregate number of shares to be issued pursuant to the Ordinary Resolution (including shares to be issued in pursuance of Instruments made or granted pursuant to the Ordinary Resolution) shall be subject to such limits and manner of calculation as may be prescribed by the Designated Stock Exchange; in exercising the authority conferred by the Ordinary Resolution, the Company shall comply with the provisions of the listing rules of the Designated Stock Exchange for the time being in force (unless such compliance is waived by the Designated Stock Exchange) and these Articles; and (unless revoked or varied by the Company in General Meeting) the authority conferred by the Ordinary Resolution shall not continue in force beyond the conclusion of the Annual General Meeting of the Company next following the passing of the Ordinary Resolution, or the date by which such Annual General Meeting of the Company is required by law to be held, or the expiration of such other period as may be prescribed by the Act (whichever is the earliest). The Company may, notwithstanding Articles 5(A) and 5(B) above, authorize the Directors not to offer new shares to Members to whom by reason of foreign securities laws, such offers may not be made without registration of the shares or a prospectus or other document, but to sell the entitlements to the new shares on behalf of such Members on such terms and conditions as the Company may direct.

    (2)

    (3)

    (C)

    Article 34
    (A) There shall be no restriction on the transfer of fully paid-up shares (except where required by law or by the rules, bye-laws or listing rules of the Designated Stock Exchange) but the Directors may in their discretion decline to register any transfer of shares upon which the Company has a lien, and in the case of shares not fully paid up, may refuse to register a transfer to a transferee of whom they do not approve, Provided Always that in the event of the Directors refusing to register a transfer of shares, the Company shall within ten market days (or such period as the Directors may determine having regard to any limitation thereof as may be prescribed by the Designated Stock Exchange from time to time) after the date on which the application for a transfer of shares was made, serve a notice in writing to the applicant stating the facts which are considered to justify the refusal as required by the Statutes.

    - D-10 -

    APPENDIX D SUMMARY OF MEMORANDUM AND ARTICLES OF ASSOCIATION OF OUR COMPANY


    (B) The Directors may decline to register any instrument of transfer unless: (a) such fee not exceeding S$2.00 (or such other fee as the Directors may determine having regard to any limitation thereof as may be prescribed by the Designated Stock Exchange from time to time) as the Directors may from time to time require is paid to the Company in respect thereof; the amount of proper duty (if any) with which each instrument of transfer is chargeable under any law for the time being in force relating to stamps is paid; the instrument of transfer is deposited at the Office or at such other place (if any) as the Directors may appoint accompanied by a certificate of payment of stamp duty (if stamp duty is payable on such instrument of transfer in accordance with any law for the time being in force relating to stamp duty), the certificates of the shares to which it relates, and such other evidence as the Directors may reasonably require to show the right of the transferor to make the transfer and, if the instrument of transfer is executed by some other person on his behalf, the authority of the person so to do; and the instrument of transfer is in respect of only one class of shares.

    (b)

    (c)

    (d)

    Article 42
    Except as required by the Statutes or law, no person shall be recognized by the Company as holding any share upon any trust, and the Company shall not be bound by or compelled in any way to recognize (even when having notice thereof) any equitable, contingent, future or partial interest in any share, or any interest in any fractional part of a share, or (except only as by these Articles or by the Statutes or law otherwise provided) any other right in respect of any share, except an absolute right to the entirety thereof in the registered holder and nothing in these Articles contained relating to CDP or to Depositors or in any depository agreement made by the Company with any common depository for shares shall in any circumstances be deemed to limit, restrict or qualify the above.

    - D-11 -

    APPENDIX E DESCRIPTION OF OUR SHARES


    Our Company was converted from a private limited company on 23 May 2013. The following statements are brief summaries of the rights and privileges of our Shareholders conferred by the laws of Singapore, the Listing Manual and our Articles of Association (Articles). These statements summarize the material provisions of our Articles but are qualified in entirety by reference to our Articles, a copy of which will be available for inspection at our registered office during normal business hours for a period of 6 months from the date of this Prospectus. Ordinary Shares All of our Shares are in registered form. We may, subject to the provisions of the Act and the rules of the SGX-ST, purchase our Shares. However, we may not, except in circumstances permitted by the Act, grant any financial assistance for the acquisition or proposed acquisition of our Shares. New Shares New Shares may only be issued with the prior approval of our Shareholders in a general meeting. The aggregate number of Shares to be issued pursuant to such approval may not exceed 50.0% (or such other limit as may be prescribed by the SGX-ST) of our issued share capital, of which the aggregate number of Shares to be issued other than on a pro rata basis to our Shareholders may not exceed 20.0% (or such other limit as may be prescribed by the SGX-ST) of our issued share capital (the percentage of issued share capital being based on our Companys issued share capital at the time such authority is given after adjusting for new shares arising from the conversion of convertible securities or employee share options on issue at the time such authority is given and any subsequent consolidation or subdivision of Shares). The approval, if granted, will lapse at the conclusion of the annual general meeting following the date on which the approval was granted or the date by which the annual general meeting is required by law to be held, whichever is the earlier. Subject to the foregoing, the provisions of the Act and any special rights attached to any class of shares currently issued, all new Shares are under the control of our Board who may allot and issue the same with such rights and restrictions as it may think fit. Shareholders Only persons who are registered in our Register of Shareholders and, in cases in which the person so registered is CDP, the persons named as the Depositors in the Depository Register maintained by CDP for the Shares, are recognized as our Shareholders. We will not, except as required by law, recognize any equitable, contingent, future or partial interest in any Share or other rights for any Share other than the absolute right thereto of the registered holder of that Share or of the person whose name is entered in the Depository Register for that Share. We may close our Register of Shareholders for any time or times if we provide the Registrar of Companies and Businesses with at least 14 days notice and the SGX-ST at least 10 clear Market Days notice. However, the Register of Shareholders may not be closed for more than 30 days in aggregate in any calendar year. We typically close our Register of Shareholders to determine Shareholders entitlement to receive dividends and other distributions. Transfer of Shares There is no restriction on the transfer of fully paid Shares except where required by law or the Listing Manual or the rules or by-laws of any stock exchange on which our Company is listed. Our Board may decline to register any transfer of Shares which are not fully paid Shares or Shares on which we have a lien. Our Shares may be transferred by a duly signed instrument of transfer in a form approved by the SGX-ST. Our Board may also decline to register any instrument of transfer unless, among other things, it has been duly stamped and is presented for registration together with the share certificate and such other evidence of title as they may require. We will replace lost or destroyed certificates for Shares if it is properly notified and if the applicant pays a fee which will not exceed $2.00 and furnishes any evidence and indemnity that our Board may require.

    - E-1 -

    APPENDIX E DESCRIPTION OF OUR SHARES


    General Meetings of Shareholders We are required to hold an annual general meeting every year. Our Board of Directors may convene an Extraordinary General Meeting whenever it thinks fit and must do so if Shareholders representing not less than 10.0% of the total voting rights of all Shareholders request in writing that such a meeting be held. In addition, two or more shareholders holding not less than 10.0% of our issued share capital may call a meeting. Unless otherwise required by law or by our Articles, voting at general meetings is by ordinary resolution, requiring an affirmative vote of a simple majority of the votes cast at the meeting. An ordinary resolution suffices, for example, for the appointment of directors. A special resolution, requiring the affirmative vote of at least 75.0% of the votes cast at the meeting, is necessary for certain matters under Singapore law, including voluntary winding up, amendments to the Memorandum and our Articles, a change of our corporate name and a reduction in our share capital, share premium account or capital redemption reserve fund. We must give at least 21 days notice in writing for every general meeting convened for the purpose of passing a special resolution. Ordinary resolutions generally require at least 14 days notice in writing. The notice must be given to each of our Shareholders and must set forth the place, the day and the hour of the meeting and, in the case of special business, the general nature of that business. Voting Rights A holder of our Shares is entitled to attend, speak and vote at any general meeting, in person or by proxy. Proxies need not be Shareholders. A person who holds Shares through the SGX-ST book-entry settlement system will only be entitled to vote at a general meeting as a Shareholder if his name appears on the Depository Register maintained by CDP 48 hours before the general meeting. Except as otherwise provided in our Articles, two or more Shareholders must be present in person or by proxy to constitute a quorum at any general meeting. Under our Articles, on a show of hands, every Shareholder present in person and by proxy shall have one vote (provided that in the case of a Shareholder who is represented by two proxies, the chairman of the meeting shall be entitled to treat the first named proxy as the authorized representative to vote on a show of hands), and on a poll, every Shareholder present in person or by proxy shall have one vote for each Share which he holds or represents. A poll may be demanded in certain circumstances, including by the chairman of the meeting or by any Shareholder present in person or by proxy and representing not less than 10.0% of the total voting rights of all Shareholders having the right to attend and vote at the meeting or by any two Shareholders present in person or by proxy and entitled to vote. In the case of an equality of votes, whether on a show of hands or a poll, the chairman of the meeting shall be entitled to a casting vote. Dividends We may, by ordinary resolution of our Shareholders, declare dividends at a general meeting, but we may not pay dividends in excess of the amount recommended by our Board. We must pay all dividends out of our profits. However, we may capitalize our share premium account and apply it to pay dividends, if such dividends are satisfied by the issue of Shares to our Shareholders. Please refer to Appendix E Description of our Shares Bonus and Rights Issue of this Prospectus. All dividends are paid pro rata among our Shareholders in proportion to the amount paid-up on each Shareholders Shares, unless the rights attaching to an issue of any Share provides otherwise. Unless otherwise directed, dividends are paid by cheque or warrant sent through the post to each Shareholder at his registered address. Notwithstanding the foregoing, the payment by us to CDP of any dividend payable to a Shareholder whose name is entered in the Depository Register shall, to the extent of payment made to CDP, discharge us from any liability to that Shareholder in respect of that payment. Bonus and Rights Issue Our Board may, with approval of our Shareholders at a general meeting, capitalize any sum standing to the credit of any of our reserve accounts (including any undistributable reserve) or any sum standing to the credit of our profit and loss account and distribute the same as bonus Shares credited as paid-up to our Shareholders in proportion to their shareholdings. Our Board may also issue rights to take up additional Shares to Shareholders in proportion to their Shareholdings. Such rights are subject to any conditions attached to such issue and the regulations of any stock exchange on which we are listed.

    - E-2 -

    APPENDIX E DESCRIPTION OF OUR SHARES


    Takeovers and Substantial Shareholdings Under the Singapore Code on Take-overs and Mergers (Singapore Take-over Code), issued by the Authority pursuant to section 321 of the SFA, any person acquiring an interest, either on his own or together with parties acting in concert with him, in 30.0% or more of the voting Shares must extend a takeover offer for the remaining voting Shares in accordance with the provisions of the Singapore Takeover Code. In addition, a mandatory takeover offer is also required to be made if a person holding, either on his own or together with parties acting in concert with him, between 30.0% and 50.0% of the voting Shares acquires additional voting Shares representing more than 1.0% of the voting Shares in any 6 month period. Under the Singapore Take-over Code, the following individuals and companies will be presumed to be persons acting in concert with each other unless the contrary is established: (a) the following companies: (i) (ii) (iii) (iv) (v) (vi) (b) a company; the parent company of (i); the subsidiaries of (i); the fellow subsidiaries of (i); the associated companies of (i), (ii), (iii) or (iv); and companies whose associated companies include any of (i), (ii), (iii), (iv) or (v);

    a company with any of its directors (together with their close relatives, related trusts as well as companies controlled by any of the directors, their close relatives and related trusts); a company with any of its pension funds and employee share schemes; a person with any investment company, unit trust or other fund whose investment such person manages on a discretionary basis, but only in respect of the investment account which such person manages; a financial or other professional adviser, including a stockbroker, with its customer in respect of the shareholdings of: (i) the adviser and persons controlling, controlled by or under the same control as the adviser; and all the funds which the adviser manages on a discretionary basis, where the shareholdings of the adviser and any of those funds in the customer total 10.0% or more of the customers equity share capital;

    (c) (d)

    (e)

    (ii)

    (f)

    directors of a company (together with their close relatives, related trusts and companies controlled by any of such directors, their close relatives and related trusts) which is subject to an offer or where the directors have reason to believe a bona fide offer for their company may be imminent; partners; and the following persons and entities: (i) (ii) (iii) an individual; the close relatives of (i); the related trusts of (i);

    (g) (h)

    - E-3 -

    APPENDIX E DESCRIPTION OF OUR SHARES


    (iv) (v) any person who is accustomed to act in accordance with the instructions of (i); and companies controlled by any of (i), (ii), (iii) or (iv).

    Under the Singapore Take-over Code, a mandatory offer made with consideration other than cash must be accompanied by a cash alternative at not less than the highest price paid by the offeror or any person acting in concert within the preceding 6 months. Liquidation or Other Return of Capital If we liquidate or in the event of any other return of capital, holders of our Shares will be entitled to participate in any surplus assets in proportion to their shareholdings, subject to any special rights attaching to any other class of shares. Indemnity As permitted by Singapore law, our Articles provide that, subject to the Act, our Board and officers shall be entitled to be indemnified by us against any liability incurred in defending any proceedings, whether civil or criminal, which relate to anything done or omitted to have been done as an officer, director or employee and in which judgment is given in their favour or in which they are acquitted or in connection with any application under any statute for relief from liability in respect thereof in which relief is granted by the court. We may not indemnify our Directors and officers against any liability which by law would otherwise attach to them in respect of any negligence, default, breach of duty or breach of trust of which they may be guilty in relation to us. Limitations on Rights to Hold or Vote Shares Except as described in Appendix E Description of our Shares Voting Rights and Appendix E Description of our Shares Takeovers of this Prospectus, there are no limitations imposed by Singapore law or by our Articles on the rights of non-resident shareholders to hold or vote in respect of our Shares. Minority Rights The rights of minority Shareholders of Singapore-incorporated companies are protected under section 216 of the Act, which gives the Singapore courts a general power to make any order, upon application by any of our shareholders, as they think fit to remedy any of the following situations where: (a) our affairs are being conducted or the powers of our Board are being exercised in a manner oppressive to, or in disregard of the interests of, one or more of our Shareholders; or we take an action, or threaten to take an action, or our Shareholders pass a resolution, or propose to pass a resolution, which unfairly discriminates against, or is otherwise prejudicial to, one or more of our Shareholders, including the applicant.

    (b)

    Singapore courts have a wide discretion as to the reliefs they may grant and those reliefs are in no way limited to those listed in the Act itself. Without prejudice to the foregoing, the Singapore courts may: (a) (b) (c) direct or prohibit any act or cancel or vary any transaction or resolution; regulate the conduct of our affairs in the future; authorize civil proceedings to be brought in our name of, or on behalf of, by a person or persons and on such terms as the court may direct; provide for the purchase of a minority Shareholders Shares by our other Shareholders or by us and, in the case of a purchase of Shares by us, a corresponding reduction of our share capital; or provide that we be wound up.

    (d)

    (e)

    - E-4 -

    APPENDIX E DESCRIPTION OF OUR SHARES


    Treasury Shares Our Articles expressly permits our Company to acquire our issued shares and to hold such shares as treasury shares in accordance with the requirements of section 76 of the Companies Act. Our Company may make a purchase or an acquisition of our own shares (i) on a securities exchange if the purchase or acquisition has been authorized in advance by our Company in general meeting; or (ii) otherwise than on a securities exchange if the purchase or acquisition is made in accordance with an equal access scheme authorized in advance by our company in general meeting. The aggregate number of ordinary Shares held as treasury shares shall not at any time exceed 10.0% of the total number of Shares of our Company at that time. Any excess shares shall be disposed or cancelled before the end of a period of 6 months beginning with the day on which that contravention of limit occurs, or such further period as the Registrar may allow. Where ordinary Shares or stocks are held as treasury shares by our Company through purchase or acquisition by our Company, our Company shall be entered in the register as the member holding those shares or stocks. Our Company shall not exercise any right in respect of the treasury shares and any purported exercise of such a right is void. Such rights include any right to attend or vote at meetings and our Company shall be treated as having no right to vote and the treasury shares shall be treated as having no voting rights. In addition, no dividend may be paid, and no other distribution (whether in cash or otherwise) of our Companys assets (including any distribution of assets to members on a winding up) may be made, to our Company in respect of the treasury shares. However, this would not prevent an allotment of shares as fully paid bonus shares in respect of the treasury shares or the subdivision or consolidation of any treasury share into treasury share of a smaller amount, if the total value of the treasury shares after the subdivision or consolidation is the same as the total value of the treasury share before the subdivision or consolidation, as the case may be. Where shares are held as treasury shares, our Company may at any time (i) sell the shares (or any of them) for cash; (ii) transfer the shares (or any of them) for the purposes of or pursuant to an employees share scheme; (iii) transfer the shares (or any of them) as consideration for the acquisition of shares in or assets of another company or assets of a person; or (iv) cancel the shares (or any of them).

    - E-5 -

    APPENDIX F TERMS, CONDITIONS AND PROCEDURES FOR APPLICATION AND ACCEPTANCE


    You are invited to apply and subscribe for the Public Offer Shares at the Issue Price for each Public Offer Share subject to the following terms and conditions set out below and in the relevant printed application forms to be used for the purpose of this Invitation and which forms part of the Prospectus (the Application Forms) or, as the case may be, the Electronic Applications (as defined herein): 1. YOUR APPLICATION MUST BE MADE IN LOTS OF 1,000 PUBLIC OFFER SHARES OR INTEGRAL MULTIPLES THEREOF. YOUR APPLICATION FOR ANY OTHER NUMBER OF PUBLIC OFFER SHARES WILL BE REJECTED. Your application for the Public Offer Shares may be made by way of the printed WHITE Public Offer Shares Application Forms or by way of Electronic Applications through ATMs of the Participating Banks (ATM Electronic Applications) or through Internet Banking (IB) websites of the relevant Participating Banks (Internet Electronic Applications) or through mobile banking interface of DBS Bank (mBanking Application) (collectively, referred to as Electronic Applications). Your application for the Placement Shares (other than Reserved Shares) may only be made by way of the printed BLUE Placement Shares Application Forms or other such forms of application as the Issue Manager, Underwriter and Lead Placement Agent and the Joint Placement Agent deem appropriate, YOU MAY NOT USE CPF FUNDS TO APPLY FOR THE PUBLIC OFFER SHARES. Your application for Reserved Shares may only be made by way of printed PINK Reserved Shares Application Forms. 3. You are allowed to submit only one (1) application in your own name for the Public Offer Shares. If you submit an application for Public Offer Shares by way of an Public Offer Shares Application Form, you MAY NOT submit another application for Public Offer Shares by way of an Electronic Application and vice versa. Such separate applications shall be rejected, except in the case of applications by approved nominee companies, where each application is made on behalf of a different beneficiary. If you submit an application for Public Offer Shares by way of an ATM Electronic Application, you MAY NOT submit another application for Public Offer Shares by way of an Internet Electronic Application or mBanking Application and vice versa. Such separate applications shall be deemed to be multiple applications and shall be rejected. If you, being other than an approved nominee company, have submitted an application for Public Offer Shares in your own name, you should not submit any other application for Public Offer Shares, whether by way of an Public Offer Shares Application Form or by way of an Electronic Application, for any other person. Such separate applications shall be deemed to be multiple applications and shall be rejected. You are allowed to submit only one application in your own name for the Placement Shares (other than Reserved Shares). Any separate application by you for the Placement Shares (other than Reserved Shares) shall be rejected. If you, being other than an approved nominee company, have submitted an application for Placement Shares in your own name, you should not submit any other application for Placement Shares for any other person. Such separate applications shall be deemed to be multiple applications and shall be rejected. If you have made an application for Placement Shares (other than Reserved Shares), you should not make any application for Public Offer Shares either by way of an Public Offer Shares Application Form or by way of an Electronic Application and vice versa. Such separate applications shall be deemed to be multiple applications and shall be rejected.

    2.

    - F-1 -

    APPENDIX F TERMS, CONDITIONS AND PROCEDURES FOR APPLICATION AND ACCEPTANCE


    Conversely, if you have made an application for Public Offer Shares either by way of an Electronic Application or by way of an Public Offer Shares Application Form, you may not make any application for Placement Shares (other than Reserved Shares). Such separate applications shall be deemed to be multiple applications and shall be rejected. If you have made an application for Reserved Shares, you may submit one separate application for the Public Offer Shares in your own name by way of a WHITE Public Offer Shares Application Form or by way of an Electronic Application, or submit one separate application for Placement Shares (other than Reserved Shares) by way of a BLUE Placement Shares Application Form or other such forms of application as the Issue Manager, Underwriter and Lead Placement Agent deems appropriate, provided that you adhere to the terms and conditions of this Prospectus. Such separate applications shall NOT be treated as multiple applications. Joint applications shall be rejected. Multiple applications for Public Offer Shares shall be rejected at the discretion of our Company. If you submit or procure submissions of multiple share applications for Public Offer Shares, Placement Shares or both Public Offer Shares and Placement Shares, you may be deemed to have committed an offence under the Penal Code, Chapter 224 of Singapore and the SFA, and your applications may be referred to the relevant authorities for investigation. Multiple applications or those appearing to be or suspected of being multiple applications will be liable to be rejected at the discretion of our Company. 4. Our Company will not accept applications from any person under the age of 18 years, undischarged bankrupts (for individuals only), sole-proprietorships, partnerships or non-corporate bodies, joint Securities Account holders of CDP and from applicants whose addresses (furnished in their Application Forms or, in the case of Electronic Applications, contained in the records of the relevant Participating Banks) bear post office box numbers. No person acting or purporting to act on behalf of a deceased person is allowed to apply under the Securities Account with CDP in the name of the deceased at the time of the application. Our Company will not recognize the existence of a trust. An Electronic Application by a trustee must therefore be made in your own name and without qualification or, where the application is made by way of an Application Form by a nominee, in the name(s) of an approved nominee company or companies after complying with paragraph 6 below. OUR COMPANY WILL ONLY ACCEPT APPLICATIONS FROM APPROVED NOMINEE COMPANIES ONLY. Approved nominee companies are defined as banks, merchant banks, finance companies, insurance companies, licensed securities dealers in Singapore and nominee companies controlled by them. Applications made by persons acting as nominees other than approved nominee companies shall be rejected. IF YOU ARE NOT AN APPROVED NOMINEE COMPANY, AND UNLESS YOU ARE AN APPLICANT FOR RESERVED SHARES USING THE RESERVED SHARES APPLICATION FORM, YOU MUST MAINTAIN A SECURITIES ACCOUNT WITH CDP IN YOUR OWN NAME AT THE TIME OF YOUR APPLICATION. If you do not have an existing Securities Account with CDP in your own name at the time of your application, your application will be rejected (if you apply by way of an Application Form), or you will not be able to complete your Electronic Application (if you apply by way of an Electronic Application). If you have an existing Securities Account with CDP but fail to provide your Securities Account number or provide an incorrect Securities Account number in Section B of the Application Form or in your Electronic Application, as the case may be, your application is shall to be rejected. Subject to paragraph 8 below, your application shall be rejected if your particulars such as name, NRIC/passport number, nationality and permanent residence status provided in your Application Form or in the records of the relevant Participating Bank at the time of your Electronic Application, as the case may be, differ from those particulars in your Securities Account as maintained with CDP. If you possess more than one individual direct Securities Account with CDP, your application shall be rejected. IF YOU ARE AN APPLICANT FOR RESERVED

    5.

    6.

    7.

    - F-2 -

    APPENDIX F TERMS, CONDITIONS AND PROCEDURES FOR APPLICATION AND ACCEPTANCE


    SHARES USING THE RESERVED SHARES APPLICATION FORM, AND YOU DO NOT HAVE A SECURITIES ACCOUNT WITH CDP IN YOUR OWN NAME AT THE TIME OF YOUR APPLICATION, THE ACCEPTANCE OF YOUR APPLICATION WILL BE AT THE ABSOLUTE DISCRETION OF OUR COMPANY, THE ISSUE MANAGER, UNDERWRITER AND LEAD PLACEMENT AGENT. 8. If your address as stated in the Application Form or, in the case of an Electronic Application, contained in the records of the relevant Participating Bank, as the case may be, is different from the address registered with CDP, you must inform CDP of your updated address promptly, failing which the notification letter on successful allotment and other correspondence from CDP will be sent to your address last registered with CDP. This Prospectus and its accompanying documents have not been registered in any jurisdiction other than in Singapore. The distribution of this Prospectus and its accompanying documents may be prohibited or restricted (either absolutely or unless various securities requirements, whether legal or administrative, are complied with) in certain jurisdictions under the relevant securities laws of those jurisdictions. Without limiting the generality of the foregoing, neither this Prospectus and its accompanying documents nor any copy thereof may be taken, transmitted, published or distributed, directly or indirectly, in whole or in part, into or in the USA. Any failure to comply with this restriction may constitute a violation of securities laws in the USA and in other jurisdictions. This Prospectus and its accompanying documents are not an offer of, or invitation by or on behalf of our Company to subscribe for securities for sale in the USA nor are they an offer or invitation by or on behalf of our Company to subscribe for securities in any jurisdiction in which such offer or invitation is not authorized or to any person to whom it is unlawful to make such an offer or invitation. The Public Offer Shares may not be offered or sold in the USA absent registration or an exemption from registration under the US Securities Act. Our Company does not intend to register any portion of the Invitation Shares in the USA or conduct a public offering of the securities in the USA. The Invitation Shares have not been and will not be registered under the US Securities Act and, subject to certain exceptions, may not be offered or sold within the USA. The Public Offer Shares are being offered outside the USA in reliance on Regulation S. Our Company reserves the right to reject any applications for Public Offer Shares where our Company believes or has reason to believe that such applications may violate the securities laws or any applicable legal or regulatory requirements of any jurisdiction. No person in any jurisdiction outside Singapore receiving this Prospectus or its accompanying documents may treat the same as an offer or invitation to purchase any Public Offer Shares unless such an offer or invitation could lawfully be made without compliance with any regulatory or legal requirements in those jurisdictions. 10. Our Company, in consultation with the Issue Manager, Underwriter and Lead Placement Agent, reserves the right to reject any application which does not conform strictly to the instructions set out in the Application Form and in this Prospectus or which does not comply with the instructions for Electronic Applications or with the terms and conditions of this Prospectus or, in the case of an application by way of an Application Form, which is illegible, incomplete, incorrectly completed or which is accompanied by an improperly drawn up or improper form of remittance. Our Company further reserves the right to treat as valid any applications not completed or submitted or effected in all respects in accordance with the instructions set out in the Application Forms or the instructions for Electronic Applications or the terms and conditions of this Prospectus and also to present for payment or other processes all remittances at any time after receipt and to have full access to all information relating to, or deriving from, such remittances or the processing thereof.

    9.

    - F-3 -

    APPENDIX F TERMS, CONDITIONS AND PROCEDURES FOR APPLICATION AND ACCEPTANCE


    Without prejudice to the rights of the Company, the Issue Manager, Underwriter and Lead Placement Agent, as agents of the Company, have been authorized to accept, for on behalf of the Company, such other forms of application as the Issue Manager, Underwriter and Lead Placement Agent and the Joint Placement Agent deem appropriate. 11. Our Company reserves the right to reject or to accept, in whole or in part, or to scale down or to ballot any application, without assigning any reason thereof, and no enquiry and/or correspondence on the decision of our Company will be entertained. This right applies to applications made by way of Application Forms and by way of Electronic Applications. In deciding the basis of allotment and/or allocation which shall be at our discretion, due consideration will be given to the desirability of allotting and/or allocation of the Public Offer Shares to a reasonable number of applicants with a view to establishing an adequate market for the Shares. Save for successful applicants for Reserved Shares and whose Public Offer Shares are issued and registered in the name of the successful applications, share certificates will be registered in the name of CDP and will be forwarded only to CDP. It is expected that CDP will send to you, at your own risk, within 15 Market Days after the close of the Application List, and subject to the submission of valid applications and payment for the Public Offer Shares, a statement of account stating that your Securities Account has been credited with the number of Public Offer Shares allotted to you if your application is successful. This will be the only acknowledgement of application monies received and is not an acknowledgement by our Company. You irrevocably authorize CDP to complete and sign on your behalf, as transferee or renouncee, any instrument of transfer and/or other documents required for the issue and/or transfer of the Public Offer Shares that may be allotted to you. This authorization applies to applications made by way of Application Forms and by way of Electronic Applications. In the event that our Company lodges a supplementary or replacement prospectus (Relevant Document) pursuant to the SFA or any applicable legislation in force from time to time prior to the close of the Invitation, and the Public Offer Shares have not been issued, our Company will (as required by law and subject to the SFA), at our Companys sole and absolute discretion, either: (a) within 2 days (excluding any Saturday, Sunday or public holiday) from the date of the lodgement of the Relevant Document, give you notice in writing of how to obtain, or arrange to receive, a copy of the same and provide you with an option to withdraw your application and take all reasonable steps to make available within a reasonable period the Relevant Document to you if you have indicated that you wish to obtain, or have arranged to receive, a copy of the Relevant Document; within 7 days of the lodgement of the Relevant Document give you a copy of the Relevant Document and provide you with an option to withdraw your application; or deem your application as withdrawn and cancelled and shall, within 7 days from the date of lodgement of the Relevant Document, return all monies paid in respect of any application, without interest or a share of revenue or benefit arising therefrom at the your own risk, and you shall not have any claim whatsoever against our Company, the Issue Manager, Underwriter and Lead Placement Agent and the Joint Placement Agent.

    12.

    13.

    (b)

    (c)

    Where you have notified us within 14 days from the date of lodgement of the Relevant Document of your wish to exercise your option under Paragraph 13(a) and (b) above to withdraw your application, our Company shall pay to you all monies paid by you on account of your application for the Public Offer Shares without interest or any share of revenue or other benefit arising therefrom and at your own risk, within 7 days from the receipt of such notification.

    - F-4 -

    APPENDIX F TERMS, CONDITIONS AND PROCEDURES FOR APPLICATION AND ACCEPTANCE


    In the event that at the time of the lodgement of the Relevant Document, the Public Offer Shares have already been issued but trading has not commenced, we will (as required by law and subject to the SFA), at our Companys sole and absolute discretion, either: (d) within 2 days (excluding Saturday, Sunday or public holiday) from the date of the lodgement of the Relevant Document, give you notice in writing of how to obtain, or arrange to receive, a copy of the same and provide you with an option to return to our Company the Public Offer Shares which you do not wish to retain title in and take all reasonable steps to make available within a reasonable period the Relevant Document to you if you have indicated that you wish to obtain, or have arranged to receive, a copy of the Relevant Document; within 7 days from the lodgement of the Relevant Document give you a copy of the Relevant Document and provide you with an option to return the Public Offer Shares which you do not wish to retain title in; or deem the issue and transfer of the Public Offer Shares as void and refund your payment for the Public Offer Shares to the applicants all monies which they had paid on account of their applications (without interest or any share of revenue or other benefit arising therefrom) within 7 days from the lodgement of the Relevant Document, at your own risk, and you shall not have any claim whatsoever against our Company, the Issue Manager, Underwriter and Lead Placement Agent and the Joint Placement Agent.

    (e)

    (f)

    Any applicant who wishes to exercise his option under paragraph 13(a) and (b) above to withdraw the application shall, within 14 days from the date of lodgement of the Relevant Document, notify our Company of this and return all documents, if any, purporting to be evidence of title of those Public Offer Shares, whereupon our Company shall, subject to compliance with applicable laws and the Articles of Association of our Company, within 7 days from the receipt of such notification and documents, pay to him all monies paid by him for the Public Offer Shares (without interest or any share of revenue or other benefit arising therefrom), at his own risk, and the Public Offer Shares issued to him shall be void. He shall not have any claim whatsoever against our Company, the Issue Manager, Underwriter and Lead Placement Agent and the Joint Placement Agent. Any applicant who wishes to exercise his option under paragraph 13(d) and (e) above to return the Public Offer Shares issued to him shall, within 14 days from the date of lodgement of the Relevant Document, notify our Company of this and return all documents, if any, purporting to be evidence of title of those Public Offer Shares, whereupon our Company shall, subject to compliance with applicable laws and the Articles of Association of our Company, within 7 days from the receipt of such notification and documents, pay to him all monies paid by him for the Public Offer Shares (without interest or any share of revenue or other benefit arising therefrom), at his own risk, and the Public Offer Shares issued to him shall be void. You shall not have any claim whatsoever against our Company, the Issue Manager, Underwriter and Lead Placement Agent and the Joint Placement Agent. Additional terms and instructions applicable upon the lodgement of the Relevant Document, including instructions on how you can exercise the option to withdraw your application or return the Public Offer Shares allotted to you, may be found in such Relevant Document. 14. In the event of an under-subscription for Public Offer Shares as at the close of the Application List, that number of Public Offer Shares not subscribed for shall be made available to satisfy excess applications for Placement Shares to the extent that there is an over-subscription for Placement Shares as at the close of the Application List. In the event that any of the Reserved Shares are not taken up, they will be made available to satisfy applications for the Placement Shares (other than Reserved Shares) to the extent that there is an over-subscription of the Placement Shares (other than Reserved Shares) as at the close of the Application List, or in the event of an under subscription of the Placement Shares as at the close of the Application List, to satisfy applications made by members of the public for the Public Offer Shares to the extent that there is an over-subscription for the Public Offer Shares as at the close of the Application List. - F-5 -

    APPENDIX F TERMS, CONDITIONS AND PROCEDURES FOR APPLICATION AND ACCEPTANCE


    In the event of an under-subscription for Placement Shares as at the close of the Application List, that number of Placement Shares not subscribed shall be made available to satisfy excess applications for Public Offer Shares to the extent that there is an over-subscription for Public Offer Shares as at the close of the Application List. In the event the number of Public Offer Shares applied for by members of the public exceeds the number of Public Offer Shares offered by the Company at the close of the Application List and the Placement Shares are fully subscribed as at the close of the Application List or otherwise are insufficient to satisfy the over-subscription for the Public Offer Shares, the Issue Manager, Underwriter and Lead Placement Agent, shall, on behalf of the Company, arrange for the balloting of the applications for the Public Offer Shares in such manner as may be reasonably required by the Company, and the basis of allotments shall be decided by the Company after consultation with the Issue Manager and/or the SGX-ST (if required). In all the above instances, the basis of allotment of the Public Offer Shares as may be decided by our Directors in ensuring a reasonable spread of shareholders of our Company, shall be made public, as soon as practicable, via an announcement through the SGX-ST website at http://www.sgx.com and by advertisement in a local English newspaper. 15. You consent to the disclosure of your name, NRIC/passport number, address, nationality, permanent resident status, CDP Securities Account number, CPF Investment Account number (if applicable) and share application amount from your account with the relevant Participating Bank to the Share Registrar and Share Transfer Agent, SCCS, SGX-ST, CDP, our Company, the Issue Manager, Underwriter and Lead Placement Agent and the Joint Placement Agent. You irrevocably authorize CDP to disclose the outcome of your application, including the number of Public Offer Shares allotted to you pursuant to your application, to our Company, the Issue Manager, Underwriter and Lead Placement Agent and the Joint Placement Agent, and any other parties so authorized by the forgoing persons. CDP shall not be liable for any delays, failures or inaccuracies in the recording, storage or transmission or delivery of data relating to Electronic Applications. Any reference to you or the Applicant in this section shall include an individual, a corporation, an approved nominee and trustee applying for the Public Offer Shares by way of an WHITE Public Offer Shares Application Form or by way of an Electronic Application, or applying for the Placement Shares by way of a BLUE Placement Shares Application Form or a person applying for the Reserved Shares by way of a PINK Reserved Shares Application Form or other such forms of application as the Issue Manager, Underwriter and Lead Placement Agent deemed appropriate. By completing and delivering an Application Form or by making and completing an Electronic Application by (in the case of an ATM Electronic Application) pressing the Enter or OK or Confirm or Yes or any other relevant key on the ATM (as the case may be) or by (in the case of an Internet Electronic Application) or by (in the case of mBanking Application) clicking Submit or Continue or Yes or Confirm or any other relevant button on the IB website screen or the mobile banking interface of DBS Bank (as the case may be) in accordance with the provisions of this Prospectus, you: (a) irrevocably offer, agree and undertake to subscribe for the number of Public Offer Shares specified in your application (or such smaller number for which the application is accepted) at the Issue Price and agree that you will accept such Public Offer Shares as may be allotted to you, in each case on the terms of, and subject to the conditions set out in this Prospectus and the Memorandum and Articles of Association of our Company; agree that, in the event of any inconsistency between the terms and conditions for application set out in this Prospectus and those set out in the ATMs or IB websites or mobile banking interfaces of the relevant Participating Banks, the terms and conditions set out in this Prospectus shall prevail;

    16.

    17.

    (b)

    - F-6 -

    APPENDIX F TERMS, CONDITIONS AND PROCEDURES FOR APPLICATION AND ACCEPTANCE


    (c) agree that the aggregate Issue Price for the Public Offer Shares applied for is due and payable to our Company upon application; warrant the truth and accuracy of the information contained, and representations and declarations made, provided in your application, and acknowledge and agree that such information, representations and declarations will be relied on by our Company in determining whether to accept your application and/or whether to allot any Public Offer Shares to you; and agree and warrant that, if the laws of any jurisdictions outside Singapore are applicable to your application, you have complied with all such laws and none of our Company, the Issue Manager, Underwriter and Lead Placement Agent and the Joint Placement Agent will infringe any such laws as a result of the acceptance of your application.

    (d)

    (e)

    18.

    Our acceptance of applications will be conditional upon, inter alia, our Company being satisfied that: (a) permission has been granted by the SGX-ST to deal in and for quotation for all our existing Shares, the Invitation Shares, the Over-allotment Shares, the Award Shares and the Option Shares on the Official List of the SGX-ST; the Management and Underwriting Agreement and the Placement Agreement referred to in the section entitled Management and Underwriting Agreement and Placement Agreement of this Prospectus have become unconditional and have not been terminated or cancelled prior to such date as our Company may determine; and the Authority has not served a stop order which directs that no or no further shares to which this Prospectus relates be allotted or issued.

    (b)

    (c)

    19.

    In the event that a stop order pursuant to Section 242 of the SFA is served by the Authority or other competent authority, and (a) in the case where the Public Offer Shares have not been issued, all applications for the Public Offer Shares pursuant to the Invitation shall be deemed to have been withdrawn and cancelled and our Company shall, within 14 days from the date of the stop order, refund you all monies paid by you on account of your application (without interest or any share of revenue or other benefit arising therefrom and at your own risk) and shall not have any claim whatsoever against our Company, the Issue Manager, Underwriter and Lead Placement Agent and the Joint Placement Agent; or if the Public Offer Shares have already been issued but trading has not commenced, the issue will (as required by law) be deemed void and our Company shall, within 14 days from the date of the stop order; refund you all monies paid by you on account of your application (without interest or any share of revenue or other benefit arising therefrom and at your own risk) and shall not have any claim whatsoever against our Company, the Issue Manager, Underwriter and Lead Placement Agent and the Joint Placement Agent.

    (b)

    This shall not apply where only an interim stop order has been served. 20. In the event that an interim stop order in respect of the Invitation Shares is served by the Authority or other competent authority, no Public Offer Shares shall be issued to you until the Authority revokes the interim stop order. The Authority is not able to serve a stop order in respect of the Invitation Shares if the Invitation Shares have been issued and listed on a securities exchange and trading in them has commenced.

    21.

    - F-7 -

    APPENDIX F TERMS, CONDITIONS AND PROCEDURES FOR APPLICATION AND ACCEPTANCE


    22. In the event of any changes in the closure of the Application List or the time period during which the Invitation is open, we will publicly announce the same through a SGXNET announcement to be posted on the Internet at the SGX-ST website http://www.sgx.com and through a paid advertisement in a local English newspaper. We will not hold any application in reserve. We will not allot Shares on the basis of this Prospectus later than 6 months after the date of registration of this Prospectus. Additional terms and conditions for applications by way of Application Forms are set out below. Additional terms and conditions for applications by way of Electronic Applications are set out below.

    23. 24.

    25. 26.

    CDP shall not be liable for any delays, failures or inaccuracies in the recording storage or in the transmission or delivery of data relating to Electronic Applications. ADDITIONAL TERMS AND CONDITIONS FOR APPLICATIONS USING APPLICATION FORMS Applications by way of an Application Form shall be made on, and subject to, the terms and conditions of this Prospectus including but not limited to the terms and conditions appearing below as well as those set out under the section entitled Terms, Conditions And Procedures For Application And Acceptance of this Prospectus, as well as the Memorandum and Articles of Association of our Company. 1. Your application must be made using the WHITE Application Forms and WHITE official envelopes A and B for Public Offer Shares, the BLUE Application Forms for Placement Shares (other than Reserved Shares) or other such forms of application as the Issue Manager, Underwriter and Lead Placement Agent deem appropriate or PINK Application Form for Reserved Shares accompanying and forming part of this Prospectus. We draw your attention to the detailed instructions contained in the respective Application Forms and this Prospectus for the completion of the Application Forms which must be carefully followed. Our Company, in consultation with the Issue Manager, Underwriter and Lead Placement Agent, reserves the right to reject applications which do not conform strictly to the instructions set out in the Application Forms and this Prospectus or to the terms and conditions of this Prospectus or which are illegible, incomplete, incorrectly completed or which are accompanied by improperly drawn up or improper form of remittance. Without prejudice to the rights of our Company, the Issue Manager, Underwriter and Lead Placement Agent and the Joint Placement Agent, as agents of our Company, have been authorized to accept, for and on behalf of our Company, such other forms of applications, as the Issue Manager, Underwriter and Lead Placement Agent and the Joint Placement Agent may (in consultation with the Company) deem appropriate. 2. Your Application Forms must be completed in English. Please type or write clearly in ink using BLOCK LETTERS. All spaces in the Application Forms except those under the heading FOR OFFICIAL USE ONLY must be completed and the words NOT APPLICABLE or N.A. should be written in any space that is not applicable. Individuals, corporations, approved nominee companies and trustees must give their names in full. If you are an individual, you must make your application using your full names as it appears in your identity cards (if you have such an identification document) or in your passports and, in the case of a corporation, in your full name as registered with a competent authority. If you are not an individual, you must complete the Application Form under the hand of an official who must state

    3.

    4.

    - F-8 -

    APPENDIX F TERMS, CONDITIONS AND PROCEDURES FOR APPLICATION AND ACCEPTANCE


    the name and capacity in which he signs the Application Form. If you are a corporation completing the Application Form, you are required to affix your Common Seal (if any) in accordance with your Memorandum and Articles of Association or equivalent constitutive documents of the corporation. If you are a corporate applicant and your application is successful, a copy of your Memorandum and Articles of Association or equivalent constitutive documents must be lodged with our Companys Share Registrar and Share Transfer Office. Our Company reserve the right to require you to produce documentary proof of identification for verification purposes. 5. (a) (b) You must complete Sections A and B and sign page 1 of the Application Form. You are required to delete either paragraph 7(a) or 7(b) on page 1 of the Application Form. Where paragraph 7(a) is deleted, you must also complete Section C of the Application Form with particulars of the beneficial owner(s). If you fail to make the required declaration in paragraph 7(a) or 7(b), as the case may be, on page 1 of the Application Form, your application is liable to be rejected.

    (c)

    6.

    You (whether you are an individual or corporate applicant, whether incorporated or unincorporated and wherever incorporated or constituted) will be required to declare whether you are a citizen or permanent resident of Singapore or a corporation in which citizens or permanent residents of Singapore or any body corporate constituted under any statute of Singapore have an interest in the aggregate of more than 50.0% of the issued share capital of or interests in such corporations. If you are an approved nominee company, you are required to declare whether the beneficial owner of the Public Offer Shares is a citizen or permanent resident of Singapore or a corporation, whether incorporated or unincorporated and wherever incorporated or constituted, in which citizens or permanent residents of Singapore or any body corporate whether incorporated or unincorporated and wherever incorporated or constituted under any statute of Singapore have an interest in the aggregate of more than 50.0% of the issued share capital of or interests in such corporation.

    7.

    Your application must be accompanied by a remittance in Singapore currency for the full amount payable, in respect of the number of Public Offer Shares applied for, in the form of a BANKERS DRAFT or CASHIERS ORDER drawn on a bank in Singapore, made out in favour of TEE LAND LIMITED SHARE ISSUE ACCOUNT crossed A/C PAYEE ONLY, and with your name, address and CDP Securities Account number written clearly on the reverse side. Applications not accompanied by any payment or accompanied by ANY OTHER FORM OF PAYMENT WILL NOT BE ACCEPTED. Our Company will reject remittances bearing NOT TRANSFERABLE or NON TRANSFERABLE crossings. No acknowledgement or receipt will be issued by our Company or the Issue Manager, Underwriter and Lead Placement Agent and the Joint Placement Agent for applications and application monies received. Monies paid in respect of unsuccessful applications are expected to be returned (without interest or any share of revenue or other benefit arising therefrom) to you by ordinary post within 24 hours of balloting of applications at your own risk. Where your application is rejected or accepted in part only, the full amount or the balance of the application monies, as the case may be, will be refunded (without interest or any share of revenue or other benefit arising therefrom) to you by ordinary post at your own risk within 14 days after the close of the Application List, Provided that the remittance accompanying such applications have been presented for payment or other processes have been honoured and the application monies have been received in the designated share issue account. In the event that the Invitation does not proceed for any reason, the full amount of the application monies received will be refunded (without interest or any share of revenue or other benefit arising therefrom) to you by ordinary post at your own risk within 14 Days of the termination of the Invitation. In the event that the Invitation is cancelled by us following the issuance of a stop order by the Authority, the application monies received will be refunded (without interest or any share of revenue or other benefit arising therefrom) to you by ordinary post at your own risk within 14 days from the date of the stop order.

    8.

    - F-9 -

    APPENDIX F TERMS, CONDITIONS AND PROCEDURES FOR APPLICATION AND ACCEPTANCE


    9. Capitalized terms used in the Application Forms and defined in this Prospectus shall bear the meanings assigned to them in this Prospectus. You irrevocably agree and acknowledge that your application is subject to risks of fires, acts of God and other events beyond the control of the Participating Banks, our Company, the Issue Manager, Underwriter and Lead Placement Agent and the Joint Placement Agent and/or other party involved in the Invitation, and if, in any such event, our Company, the Issue Manager, Underwriter and Lead Placement Agent and the Joint Placement Agent and/or the relevant Participating Bank do not receive your Application Form, you shall have no claim whatsoever against our Company, the Issue Manager, Underwriter and Lead Placement Agent and the Joint Placement Agent, the relevant Participating Bank and/or any party involved in the Invitation for the Public Offer Shares applied for or for any compensation, loss or damage. By completing and delivering the Application Form, you agree that: (a) in consideration of our Company having distributed the Application Form to you and agreeing to close the Application List at 12.00 noon on 4 June 2013 or such other time or date as our Company may, in consultation with the Issue Manager, Underwriter and Lead Placement Agent in their absolute discretion decide, subject to any limitation under all applicable laws and regulations and the rules of the SGX-ST, and by completing and delivering the Application Form: (i) (ii) your application is irrevocable; and your remittance will be honoured on rst presentation and that any monies returnable may be held pending clearance of your payment without interest or any share of revenue or other benet arising therefrom;

    10.

    11.

    (b)

    neither our Company, the Issue Manager, the Underwriter and Lead Placement Agent and the Joint Placement Agent, nor any other party involved in the Invitation shall be liable for any delays, failures or inaccuracies in the recording, storage or in the transmission or delivery of data relating to your application due to breakdowns or failure of transmission, delivery or communication facilities or any risks referred to in paragraph 10 above or to any cause beyond their respective controls; all applications, acceptances and contracts resulting therefrom under the Invitation shall be governed by and construed in accordance with the laws of Singapore and that you irrevocably submit to the non-exclusive jurisdiction of the Singapore courts; in respect of the Public Offer Shares for which your application has been received and not rejected, acceptance of your application shall be constituted by written notication and not otherwise, notwithstanding any remittance being presented for payment by or on behalf of our Company; you will not be entitled to exercise any remedy of rescission for misrepresentation at any time after acceptance of your application; in making your application, reliance is placed solely on the information contained in this Prospectus and that none of our Company, the Issue Manager, Underwriter and Lead Placement Agent and the Joint Placement Agent or any other person involved in the Invitation shall have any liability for any information not so contained; you consent to the disclosure of your name, NRIC/passport number, address, nationality, permanent resident status, CDP Securities Account number, and share application amount to our Share Registrar, the CDP, the SCCS, the SGX-ST, our Company, the Issue Manager, Underwriter and Lead Placement Agent and the Joint Placement Agent or other authorized operators; and - F-10 -

    (c)

    (d)

    (e)

    (f)

    (g)

    APPENDIX F TERMS, CONDITIONS AND PROCEDURES FOR APPLICATION AND ACCEPTANCE


    (h) you irrevocably, agree and undertake to subscribe for the number of Public Offer Shares applied for as stated in the Application Form or any smaller number of such Public Offer Shares that may be allotted to you in respect of your application. In the event that our Company decides to allot a smaller number of Public Offer Shares or not to allot any Public Offer Shares to you, you agree to accept such decision as final.

    Applications for Public Offer Shares 1. Your application for Public Offer Shares MUST be made using the WHITE Public Offer Shares Application Forms and WHITE official envelopes A and B. ONLY ONE APPLICATION should be enclosed in each envelope. You must: (a) enclose the WHITE Public Offer Shares Application Form, duly completed and signed, together with the correct remittance in accordance with the terms and conditions of this Prospectus in the WHITE envelope A provided; in the appropriate spaces on WHITE envelope A: (i) (ii) (iii) (iv) (c) (d) write your name and address; state the number of Public Offer Shares applied for; tick the relevant box to indicate the form of payment; and affix adequate Singapore postage;

    2.

    (b)

    SEAL WHITE ENVELOPE A; write, in the special box provided on the larger WHITE envelope B addressed to B.A.C.S. Private Limited, 63 Cantonment Rd, Singapore 089758, the number of Public Offer Shares you have applied for; and insert WHITE envelope A into WHITE envelope B, seal WHITE envelope B, affix adequate Singapore postage on the WHITE envelope B (if despatching by ordinary post) and thereafter DESPATCH BY ORDINARY POST OR DELIVER BY HAND at your own risk to B.A.C.S. Private Limited, 63 Cantonment Rd, Singapore 089758, to arrive by 12.00 noon on 4 June 2013 or such other date and time as our Company may, in consultation with the Issue Manager, Underwriter and Lead Placement Agent, in their absolute discretion, decide, subject to any limitation under all applicable laws and regulations and the rules of the SGX-ST. Local Urgent Mail or Registered Post must NOT be used. No acknowledgement of receipt will be issued for any application or remittance received.

    (e)

    3.

    Applications that are illegible, incomplete or incorrectly completed or accompanied by improperly drawn up or improper form of remittance or which are not honoured upon their first presentation are liable to be rejected. ONLY ONE APPLICATION SHOULD BE ENCLOSED IN EACH ENVELOPE.

    4.

    - F-11 -

    APPENDIX F TERMS, CONDITIONS AND PROCEDURES FOR APPLICATION AND ACCEPTANCE


    Applications for Placement Shares (other than Reserved Shares) 1. Your application for Placement Shares (other than Reserved Shares) MUST be made using the BLUE Placement Shares Application Forms or other such forms of application as the Issue Manager, Underwriter and Lead Placement Agent deem appropriate ONLY ONE APPLICATION should be enclosed in each envelope. The completed and signed BLUE Placement Shares Application Form and the correct remittance in full in respect of the number of Placement Shares applied for (in accordance with the terms and conditions of this Prospectus), with your name, address and CDP Securities Account number written clearly on the reverse side, must be enclosed and sealed in an envelope to be provided by you. You must affix adequate Singapore postage on the envelope (if despatching by ordinary post) and thereafter the sealed envelope must be DESPATCHED BY ORDINARY POST OR DELIVERED BY HAND at your own risk to B.A.C.S. Private Limited, 63 Cantonment Rd, Singapore 089758, to arrive by 12.00 noon on 4 June 2013 or such other date and time as our Company may, in consultation with the Issue Manager, Underwriter and Lead Placement Agent, in their absolute discretion, decide, subject to any limitation under all applicable laws and regulations and the rules of the SGX-ST. Local Urgent Mail or Registered Post must NOT be used. No acknowledgement of receipt will be issued for any application or remittance received. Applications that are illegible, incomplete or incorrectly completed or accompanied by improperly drawn up or improper form of remittance or which are not honoured upon their first presentation are liable to be rejected.

    2.

    3.

    Applications for Reserved Shares 1. Your application for Reserved Shares MUST be made using the PINK Reserved Shares Application Forms. ONLY ONE APPLICATION should be enclosed in each envelope. The completed and signed PINK Reserved Shares Application Form and the correct remittance (in accordance with the terms and conditions of this Prospectus), with your name, CDP Securities Account number and address written clearly on the reverse side, must be enclosed and sealed in an envelope to be provided by you. You must affix adequate Singapore postage on the envelope (if despatching by ordinary post) and thereafter the sealed envelope must be DESPATCHED BY ORDINARY POST OR DELIVERED BY HAND at your own risk to B.A.C.S. Private Limited, 63 Cantonment Rd, Singapore 089758, to arrive by 12.00 noon on 4 June 2013 or such other date and time as our Company may, in consultation with the Issue Manager, Underwriter and Lead Placement Agent, in their absolute discretion, decide, subject to any limitation under all applicable laws and regulations and the rules of the SGX-ST. Local Urgent Mail or Registered Post must NOT be used. No acknowledgement of receipt will be issued for any application or remittance received. Applications that are illegible, incomplete or incorrectly completed or accompanied by improperly drawn up or improper form of remittance or which are not honoured upon their first presentation are liable to be rejected.

    2.

    3.

    ADDITIONAL TERMS AND CONDITIONS FOR ELECTRONIC APPLICATIONS The procedures for Electronic Applications are set out on the ATM screens (in the case of ATM Electronic Applications), the IB website screens (in the case of Internet Electronic Applications) and the mobile banking interface (in the case of mBanking Applications) of the relevant Participating Banks. Currently, DBS Bank is the only Participating Bank through which mBanking Applications may be made. For illustration purposes, the procedures for Electronic Applications through ATMs and the IB website of the UOB Group are set out respectively in the Steps for an ATM Electronic Application through ATMs of the UOB Group and the Steps for an Internet Electronic Application through the IB website of the UOB Group (collectively, the Steps) appearing below.

    - F-12 -

    APPENDIX F TERMS, CONDITIONS AND PROCEDURES FOR APPLICATION AND ACCEPTANCE


    The Steps set out the actions that you must take at an ATM or the IB website of the UOB Group to complete an Electronic Application. Please read carefully the terms of this Prospectus, the Steps and the terms and conditions for Electronic Applications set out below before making an Electronic Application. Any reference to you or the applicant in this section Additional Terms and Conditions for Electronic Applications and the Steps shall refer to you making an application for Public Offer Shares through an ATM of one of the relevant Participating Bank or the IB website of a Participating Bank or the mobile banking interface of DBS Bank. You must have an existing bank account with and be an ATM cardholder of one of the Participating Banks before you can make an Electronic Application at the ATMs. An ATM card issued by one (1) Participating Bank cannot be used to apply for Public Offer Shares at an ATM belonging to other Participating Banks. For an Internet Electronic Application or a mBanking Application, you must have an existing bank account with an IB User Identification (User ID) and a Personal Identification Number/Password (PIN) given by the relevant Participating Bank. The Steps set out the actions that you must take at ATMs or the IB website of the UOB Group to complete an Electronic Application. Upon the completion of your ATM Electronic Application transaction, you will receive an ATM transaction slip (Transaction Record), confirming the details of your Electronic Application. Upon completion of your Internet Electronic Application or mobile banking interface of DBS Bank, there will be an on-screen confirmation (Confirmation Screen) of the application which can be printed for your record. The Transaction Record or your printed record of the Confirmation Screen is for your retention and should not be submitted with any Application Form. You must ensure that you enter your own CDP Securities Account number when using the ATM card issued to you in your own name. If you fail to use your own ATM card issued in your own name or if you do not key in your own Securities Account number, your application will be rejected. If you operate a joint bank account with any of the Participating Banks, you must ensure that you enter your own CDP Securities Account number when using the ATM card issued to you in your own name. Using your own Securities Account number with an ATM card which is not issued to you in your own name will render your ATM Electronic Application liable to be rejected. You must ensure, when making an Internet Electronic Application or a mBanking Application, that your mailing address for the account selected for the application is in Singapore and you must declare that the application is being made in Singapore. Otherwise, your application is liable to be rejected. In connection with this, you will be asked to declare that you are in Singapore at the time when you make the application. You shall make an Electronic Application in accordance with and subject to the terms and conditions of this Prospectus including but not limited to the terms and conditions appearing below and those set out under the section entitled Terms, Conditions And Procedures For Application And Acceptance of this Prospectus as well as the Memorandum and Articles of Association of our Company. 1. In connection with your Electronic Application for Public Offer Shares, you are required to confirm statements to the following effect in the course of activating your Electronic Application: (a) that you have received a copy of this Prospectus (in the case of an ATM Electronic Application only) and have read, understood and agreed to all the terms and conditions of application for Public Offer Shares and this Prospectus prior to effecting the Electronic Application and agree to be bound by the same; that you consent to the disclosure of your name, NRIC/passport number, address, nationality, permanent residence status, share application amount, CPF Investment Account number (if applicable) and CDP Securities Account number and application details (the Relevant Particulars) with the relevant Participating Bank to the CDP, CPF, SCCS, the SGX-ST, the Share Registrar, our Company, the Issue Manager, Underwriter, and Lead Placement Agent and the Joint Placement Agent or other authorized operators (the Relevant Parties); and that this is your only application for Public Offer Shares and it is made in your own name and at your own risk. - F-13 -

    (b)

    (c)

    APPENDIX F TERMS, CONDITIONS AND PROCEDURES FOR APPLICATION AND ACCEPTANCE


    Your application will not be successfully completed and cannot be recorded as a completed transaction in the ATM or on the IB website or the mobile banking interface of DBS Bank unless you press the Enter or Confirm or Yes or OK or any other relevant key in the ATM or click Confirm or OK or Submit or Continue or Yes or any other relevant button on the IB website screen or the mobile banking interface of DBS Bank. By doing so, you shall be treated as signifying your confirmation of each of the above three statements. In respect of statement 1(b) above, such confirmation, shall signify and shall be treated as your written permission, given in accordance with the relevant laws of Singapore including Section 47(2) of the Banking Act (Chapter 19) of Singapore to the disclosure by the relevant Participating Bank of the Relevant Particulars to the Relevant Parties. 2. BY MAKING AN ELECTRONIC APPLICATION, YOU CONFIRM THAT YOU ARE NOT APPLYING FOR PUBLIC OFFER SHARES AS A NOMINEE OF ANY OTHER PERSON AND THAT ANY ELECTRONIC APPLICATION THAT YOU MAKE IS THE ONLY APPLICATION MADE BY YOU AS THE BENEFICIAL OWNER. YOU SHOULD MAKE ONLY ONE ELECTRONIC APPLICATION FOR PUBLIC OFFER SHARES AND SHOULD NOT MAKE ANY OTHER APPLICATION FOR PUBLIC OFFER SHARES OR PLACEMENT SHARES (OTHER THAN RESERVED SHARES), WHETHER AT THE ATMS OR THE IB WEBSITES (IF ANY) OF ANY PARTICIPATING BANK OR THE MOBILE BANKING INTERFACE OF DBS BANK OR ON THE APPLICATION FORMS. IF YOU HAVE MADE AN APPLICATION FOR PUBLIC OFFER SHARES OR PLACEMENT SHARES (OTHER THAN RESERVED SHARES) ON AN APPLICATION FORM, YOU SHALL NOT MAKE AN ELECTRONIC APPLICATION FOR PUBLIC OFFER SHARES AND VICE VERSA. 3. You must have sufficient funds in your bank account with your Participating Bank at the time you make your Electronic Application at the ATM or IB Website or mobile banking interface of the relevant participating bank, failing which your Electronic Application will not be completed or accepted. Any Electronic Application which does not conform strictly to the instructions set out in this Prospectus or on the screens of the ATM or the IB website or mBanking Application of the relevant Participating Bank through which your Electronic Application is being made shall be rejected. You may make an ATM Electronic Application at the ATM of any Participating Bank or an Internet Electronic Application at the IB website of the relevant Participating Bank or the mobile banking interface of DBS Bank for the Public Offer Shares using only cash by authorizing such Participating Bank to deduct the full amount payable from your account with such Participating Bank. 4. You irrevocably agree and undertake to subscribe for and to accept the number of Public Offer Shares applied for as stated on the Transaction Record or the Confirmation Screen or any lesser number of Public Offer Shares that may be allotted to you in respect of your Electronic Application. In the event that our Company decides to allot any lesser number of such Public Offer Shares or not to allot any Public Offer Shares to you, you agree to accept such decision as final. If your Electronic Application is successful, your confirmation (by your action of pressing the Enter or Confirm or Yes or OK or any other relevant key on the ATM or clicking Confirm or OK or Submit or Continue or Yes or any other relevant button on the IB website screen or the mobile banking interface of DBS Bank) of the number of Public Offer Shares applied for shall signify and shall be treated as your acceptance of the number of Public Offer Shares that may be allotted to you and your agreement to be bound by the Memorandum and Articles of Association of our Company. You also irrevocably authorize CDP to complete and sign on your behalf as transferee or renouncee any instrument of transfer and/or other documents required for the issue and/or transfer of the Public Offer Shares that may be allotted to you. 5. Our Company will not keep any applications in reserve. Where your Electronic Application is unsuccessful, the full amount of the application monies will be refunded in Singapore currency (without interest or any share of revenue or other benefit arising therefrom) to you by being automatically credited to your account with your Participating Bank within 24 hours of balloting of the applications provided that the remittance in respect of such application which has been presented for payment or other processes have been honoured and the application monies have been received in the designated share issue account. Trading on a WHEN ISSUED basis, if applicable, is expected to commence after such refund has been made. - F-14 -

    APPENDIX F TERMS, CONDITIONS AND PROCEDURES FOR APPLICATION AND ACCEPTANCE


    Where your Electronic Application is rejected or accepted in part only, the full amount or the balance of the application monies, as the case may be, will be refunded in Singapore currency (without interest or any share of revenue or other benefit arising therefrom) to you by being automatically credited to your account with your Participating Bank within 14 days after the close of the Application List provided that the remittance in respect of such application which has been presented for payment or other processes have been honoured and the application monies have been received in the designated share issue account. Responsibility for timely refund of application monies arising from unsuccessful or partially successful Electronic Applications lies solely with the respective Participating Banks. Therefore, you are strongly advised to consult your Participating Bank as to the status of your Electronic Application and/or the refund of any monies to you from unsuccessful or partially successful Electronic Application, to determine the exact number of Public Offer Shares allotted to you before trading the Public Offer Shares on SGX-ST. You may also call CDP at 6535 7511 to check the provisional results of your application by using your T-Pin (issued by CDP upon your application for the service) and keying in the stock code (that will be made available together with the results of the allotment and/or allocation via an announcement through the SGX-ST and by advertisement in a local English newspaper). To sign up for the service, you may contact CDP customer service officers. Neither the SGX-ST, the CDP, the SCCS, the Participating Banks, our Company nor the Issue Manager, Underwriter and Lead Placement Agent and the Joint Placement Agent assume any responsibility for any loss that may be incurred as a result of you having to cover any net sell positions or from buy-in procedures activated by the SGX-ST. 6. If your Electronic Application is unsuccessful, no notification will be sent by the Participating Banks. If you make Electronic Applications through the ATMs or the IB websites or mBanking Application of the following Participating Banks, you may check the provisional results of your Electronic Applications as follows:
    Bank UOB Group Telephone 1800 222 2121 ATM/Internet ATM(1) (Other Transactions - IPO Results Enquiry)/ Internet Banking http://www.uobgroup.com(1) Internet Banking http://www.dbs.com(2) Operating hours 24 hours a day Service expected from Evening of the balloting day

    DBS Bank

    1800 339 6666 (for POSB account holders) 1800 111 1111 (for DBS account holders)

    24 hours a day

    Evening of the balloting day

    OCBC

    1800 363 3333

    ATM/Phone Banking/ Internet Banking http://www.ocbc.com(3)

    24 hours a day

    Evening of the balloting day

    Notes: (1) If you have made your Electronic Application through the ATMs or IB website of the UOB Group, you may check the results of your application through UOB Personal Internet Banking, UOB Group ATMs or UOB Phone Banking Services. If you have made your Electronic Application through the IB website of DBS Bank or mBanking Application through the mobile banking interface of DBS Bank, you may also check the results of your application through the same channels listed in the table above in relation to ATM Electronic Application made at the ATM of DBS Bank. If you have made your Electronic Application through the ATMs or IB website of OCBC Bank, you may check the results of their application through OCBC Personal Internet Banking, OCBC ATMs or OCBC Phone Banking Services.

    (2)

    (3)

    - F-15 -

    APPENDIX F TERMS, CONDITIONS AND PROCEDURES FOR APPLICATION AND ACCEPTANCE


    7. You irrevocably agree and acknowledge that your Electronic Application is subject to risks of electrical, electronic, technical and computer-related faults and breakdowns, fires, acts of God and other events beyond the control of the Participating Banks, our Company, the Issue Manager, Underwriter and Lead Placement Agent and the Joint Placement Agent and/or other parties involved in the Invitation and if, in any such event, our Company, the Issue Manager, Underwriter and Lead Placement Agent and the Joint Placement Agent and/or the relevant Participating Bank do not receive your Electronic Application, or data relating to your Electronic Application or the tape or any other devices containing such data is lost, corrupted or not otherwise accessible, whether wholly or partially for whatever reason, you shall be deemed not to have made an Electronic Application and you shall have no claim whatsoever against our Company, the Issue Manager, Underwriter and Lead Placement Agent and the Joint Placement Agent and/or the relevant Participating Bank and/or other parties involved in the Invitation for Public Offer Shares applied for or for any compensation, loss or damage. Electronic Applications shall close at 12.00 noon on 4 June 2013 or such other date and time as our Company may, in consultation with the Issue Manager, Underwriter and Lead Placement Agent, in their absolute discretion, decide, subject to any limitation under all applicable laws and regulations and the rules of the SGX-ST. Subject to the paragraph above, an Internet Electronic Application or mBanking Applications is deemed to be received when it enters the designated information system of the relevant participating bank, that is, when there is an on-screen confirmation of the application. You are deemed to have irrevocably requested and authorized our Company to: (a) register the Public Offer Shares allotted to you in the name of CDP for deposit into your CDP Securities Account as entered by you; send the relevant Share certificate(s) by ordinary post at my own risk to CDP; return or refund (without interest or any share of revenue earned or other benefit arising therefrom) the full amount of the application monies, should your Electronic Application be unsuccessful, by automatically crediting your bank account with your Participating Bank with the relevant amount within 24 hours of the balloting of applications, Provided that the remittance in respect of such application which has been presented for payment or such other processes has been honoured and application monies received in the designated share issue account; and return or refund (without interest or any share of revenue or other benefit arising therefrom) the balance of the application monies, should your Electronic Application be accepted in part only, by automatically crediting your bank account with your Participating Bank with the relevant amount within 14 days after the close of the Application List, Provided that the remittance in respect of such application which has been presented for payment or such other processes has been honoured and application monies received in the designated share issue account.

    8.

    9.

    (b) (c)

    (d)

    10.

    Our Company does not recognize the existence of a trust. Any Electronic Application by a trustee must be made in your own name and without qualification. Our Company will reject any application by any person acting as nominee except those made by approved nominee companies only. All your particulars in the records of your relevant Participating Bank at the time you make your Electronic Application shall be deemed to be true and correct and your relevant Participating Bank and the Relevant Parties shall be entitled to rely on the accuracy thereof. If there has been any change in your particulars after the time of the making of your Electronic Application, you shall promptly notify your relevant Participating Bank.

    11.

    - F-16 -

    APPENDIX F TERMS, CONDITIONS AND PROCEDURES FOR APPLICATION AND ACCEPTANCE


    12. You should ensure that your personal particulars as recorded by both CDP and the relevant Participating Bank are correct and identical, otherwise, your Electronic Application is liable to be rejected. You should promptly inform CDP of any change in address, failing which the notification letter on successful allotment and other correspondence from CDP will be sent to your address last registered with CDP. By making and completing an Electronic Application, you are deemed to have agreed that: (a) in consideration of our Company making available the Electronic Application facility, through the Participating Banks as the agents of our Company, at the ATMs and IB websites of the relevant Participating Banks and mobile banking interface of DBS Bank: (i) (ii) your Electronic Application is irrevocable; and your Electronic Application, our acceptance and the contract resulting therefrom under the Invitation shall be governed by and construed in accordance with the laws of Singapore and you irrevocably submit to the non-exclusive jurisdiction of the Singapore courts;

    13.

    (b)

    neither our Company, the Issue Manager, Underwriter and Lead Placement Agent and the Joint Placement Agent, CDP, the Participating Banks nor any other parties involved in the Invitation shall be liable for any delays, failures or inaccuracies in the recording, storage or in the transmission or delivery of data relating to your Electronic Application to our Company or CDP due to breakdowns or failure of transmission, delivery or communication facilities or any risks referred to in paragraph 7 above or to any cause beyond our respective controls; in respect of Public Offer Shares for which your Electronic Application has been successfully completed and not rejected, acceptance of your Electronic Application shall be constituted by written notification by or on behalf of our Company and not otherwise, notwithstanding any payment received by or on behalf of our Company; you will not be entitled to exercise any remedy of rescission or misrepresentation at any time after acceptance of your application; in making your application, reliance is placed solely on the information contained in this Prospectus and that none of our Company, the Issue Manager, Underwriter and Lead Placement Agent and the Joint Placement Agent or any other person involved in the Invitation shall have any liability for any information not so contained; agree and confirm that you are not a U.S. person (within the meaning of Regulation S of the US Securities Act of 1933, as amended); and understand that the Public Offer Shares have not been and will not be registered under the US Securities Act or the securities laws of any state of the USA and may not be offered or sold in the USA except pursuant to an exemption from or in a transaction not subject to the registration requirements of the US Securities Act and applicable state securities laws. There will be no public offer of the Public Offer Shares in the USA. Any failure to comply with this restriction may constitute a violation of the USA securities laws.

    (c)

    (d)

    (e)

    (f)

    (g)

    Steps for Electronic Applications through ATMs and the IB website of the UOB Group The instructions for Electronic Applications will appear on the ATM screens and the IB website screens of the respective Participating Banks. For illustrative purposes, the steps for making an Electronic Application through ATMs or IB website of the UOB Group are shown below. Instructions for Electronic Applications appearing on the ATM screens and the IB website screens (if any) of the relevant Participating Banks (other than the UOB Group) may differ from that represented below.

    - F-17 -

    APPENDIX F TERMS, CONDITIONS AND PROCEDURES FOR APPLICATION AND ACCEPTANCE


    Steps for an ATM Electronic Application through ATMs of the UOB Group Owing to space constraints on the UOB Groups ATM screens, the following terms will appear in abbreviated form:

    & CDP CPF

    : : :

    and THE CENTRAL DEPOSITORY (PTE) LIMITED THE CENTRAL PROVIDENT FUND NATIONAL REGISTRATION IDENTITY CARD PERSONAL IDENTIFICATION NUMBER PERMANENT RESIDENT SECURITIES CLEARING AND COMPUTER SERVICES (PTE) LIMITED

    NRIC or IC : PIN PR SCCS


    Step 1 : : : :

    Insert your personal Unicard, Uniplus card or UOB VISA/MASTER card and key in your personal identification number. Select CASHCARD/OTHER TRANS. Select SECURITIES APPLICATION. Select the share counter which you wish to apply for. Read and understand the following statements which will appear on the screen: THIS OFFER OF SECURITIES (OR UNITS OF SECURITIES) WILL BE MADE IN, OR ACCOMPANIED BY, A COPY OF THE PROSPECTUS/OFFER INFORMATION STATEMENT/DOCUMENT OR SUPPLEMENTARY DOCUMENTS. ANYONE WISHING TO ACQUIRE THESE SECURITIES (OR UNITS OF SECURITIES) WILL NEED TO MAKE AN APPLICATION IN THE MANNER SET OUT IN THE PROSPECTUS/OFFER INFORMATION STATEMENT/DOCUMENT OR SUPPLEMENTARY DOCUMENTS.

    2 3 4 5

    : : : :

    (Press ENTER to continue) PLEASE CALL 1800 222 2121 IF YOU WOULD LIKE TO FIND OUT WHERE YOU CAN OBTAIN A COPY OF THE PROSPECTUS/OFFER INFORMATION STATEMENT/DOCUMENT OR SUPPLEMENTARY DOCUMENT. WHERE APPLICABLE, A COPY OF THE PROSPECTUS/OFFER INFORMATION STATEMENT/DOCUMENT OR SUPPLEMENTARY DOCUMENT HAS BEEN LODGED WITH AND/OR REGISTERED BY THE MONETARY AUTHORITY OF SINGAPORE WHO ASSUMES NO RESPONSIBILITY FOR THE CONTENTS OF THE PROSPECTUS/OFFER INFORMATION STATEMENT/DOCUMENT OR SUPPLEMENTARY DOCUMENT. (Press ENTER key to continue)

    - F-18 -

    APPENDIX F TERMS, CONDITIONS AND PROCEDURES FOR APPLICATION AND ACCEPTANCE


    6 : Read and understand the following terms which will appear on the screen: YOU HAVE READ, UNDERSTOOD AND AGREED TO ALL TERMS OF THE PROSPECTUS/OFFER INFORMATION/STATEMENT/DOCUMENT/SUPPLEMENTARY DOCUMENT AND THIS ELECTRONIC APPLICATION.

    (Press ENTER to continue) YOU CONSENT TO DISCLOSE YOUR NAME, IC/PASSPORT, NATIONALITY, ADDRESS, APPLICATION AMOUNT, CPF INVESTMENT ACCOUNT NUMBER AND CDP ACCOUNT NUMBER FROM YOUR ACCOUNTS TO CDP, CPF, SCCS, SHARE REGISTRARS, SGX-ST AND ISSUER/VENDOR(S). THIS IS YOUR ONLY FIXED PRICE APPLICATION AND IS IN YOUR NAME AND AT YOUR RISK.

    (Press ENTER to continue) 7 : Screen will display: NRIC/Passport No. XXXXXXXXXXXX IF YOUR NRIC/PASSPORT NUMBER IS INCORRECT, PLEASE CANCEL THE TRANSACTION AND NOTIFY THE BRANCH PERSONALLY. (Press CANCEL or CONFIRM) 8 : Select mode of payment i.e. CASH ONLY. You will be prompted to select Cash Account type to debit (i.e., CURRENT ACCOUNT/I-ACCOUNT, CAMPUS ACCOUNT OR SAVINGS ACCOUNT/TX-ACCOUNT). Should you have a few accounts linked to your ATM card, a list of linked account numbers will be displayed for you to select. After you have selected the account, your CDP Securities Account number will be displayed for you to confirm or change (This screen with your CDP Securities Account number will be shown if your CDP Securities Account number is already stored in the ATM system of the UOB Group). If this is the first time you are using UOB Groups ATM to apply for securities, your CDP Securities Account number will not be stored in the ATM system of the UOB Group, and the following screen will be displayed for your input of your CDP Securities Account number. Read and understand the following terms which will appear on the screen: 1. YOU ARE REQUIRED TO ENTER YOUR CDP ACCOUNT NUMBER FOR YOUR FIRST IPO/SECURITIES APPLICATION. THIS ACCOUNT NUMBER WOULD BE DISPLAYED FOR FUTURE APPLICATIONS. DO NOT APPLY FOR JOINT ACCOUNT HOLDER OR THIRD PARTIES. PLEASE ENTER YOUR OWN CDP ACCOUNT NUMBER (12 DIGITS) & PRESS ENTER.

    10 :

    2. 3.

    If you wish to terminate the transaction, please press CANCEL. 11 : 12 : Key in your CDP Securities Account number (12 digits) and select CONFIRM-YES. Select your nationality status.

    - F-19 -

    APPENDIX F TERMS, CONDITIONS AND PROCEDURES FOR APPLICATION AND ACCEPTANCE


    13 : 14 : Key in the number of shares you wish to apply for and press the ENTER key. Check the details of your Electronic Application on the screen and press ENTER key to confirm your Electronic Application. Select NO if you do not wish to make any further transactions and remove the Transaction Record. You should keep the Transaction Record for your own reference only.

    15 :

    Steps for an Internet Electronic Application through the IB website of the UOB Group Owing to space constraints on the UOB Groups IB website screens, the following terms will appear in abbreviated form:

    CDP CPF

    : :

    The Central Depository (Pte) Limited The Central Provident Fund National Registration Identity Card Permanent Resident Singapore dollars Securities Clearing and Computer Services (Pte) Limited Singapore Exchange Securities Trading Limited

    NRIC or IC : PR SGD SCCS SGX


    Step 1 2 : : : : : :

    Connect to the UOB Group website at http://www.uobgroup.com. Locate the UOB Online Services Login icon on the top right hand side of the Home Page. Point on UOB Online Services Login icon and at the drop list select UOB Personal Internet Banking. Enter your Username and Password and click Submit. Click on Proceed under the Full Access Mode. You will receive a SMS One-Time Password. Enter the SMS One-Time Password and click Proceed. Click on EPS/Securities/CPFIS, followed by Securities, followed by Securities Application. Read the IMPORTANT notice and complete the declarations found on the bottom of the page by answering Yes/No to the questions. Click Continue. Select your country of residence (you must be residing in Singapore to apply), and click Continue. Select the Securities Counter from the drop list (if there are concurrent IPOs) and click Submit.

    4 5 6

    : : :

    10 :

    11 :

    - F-20 -

    APPENDIX F TERMS, CONDITIONS AND PROCEDURES FOR APPLICATION AND ACCEPTANCE


    12 : Check the Securities Counter, select the mode of payment and account number to debit and click on Submit. Read the important instructions and click on Continue to confirm that: 1. You have read, understood and agreed to all the terms of this application and the Prospectus/Document or Supplementary Document. You consent to disclose your name, I/C or passport number, address, nationality, CDP Securities Account Number, CPF Investment Account Number (if applicable), and application details to the Securities registrars, SGX, SCCS, CDP, CPF Board and issuer/vendor(s). This application is made in your own name, for your own account and at your own risk. For FIXED/MAX price Securities application, this is your only application. For TENDER price Securities application, this is your only application at the selected tender price. For FOREIGN CURRENCY securities, subject to the terms of the issue, please note the following: The application monies will be debited from your bank account in SGD, based on the Banks exchange profit or loss, or application monies may be debited and refunds credited in SGD at the same exchange rate. For 1ST-COME-1ST-SERVE securities, the number of securities applied for may be reduced, subject to the availability at the point of application.

    13 :

    2.

    3.

    4.

    5.

    6.

    14 :

    Check your personal details, details of the share counter you wish to apply for and account to debit. Select Enter (a) (b) (c) Click Submit Nationality; your CDP Securities Account Number; and the number of shares applied for.

    15 :

    Check your personal particulars (name, NRIC/Passport number and nationality), details of the share counter you wish to apply for, CDP Securities Account Number, account to debit and number of securities applied for. Click Confirm, Edit or Home. Print the Confirmation Screen (optional) for your own reference and retention only.

    16 : 17 :

    - F-21 -

    APPENDIX G TAXATION
    The following is a discussion of certain tax matters arising under the current tax laws of Singapore and is not intended to be and does not constitute legal or tax advice. While this discussion is considered to be a correct interpretation of existing laws in force as at the date of this Prospectus, no assurance can be given that courts or fiscal authorities responsible for the administration of such laws will agree with this interpretation or that changes in such laws will not occur, changes which could be retrospective in effect. The discussion is limited to a summary of certain tax considerations in Singapore with respect to the subscription, purchase, ownership and disposal of our Shares by investors (either individuals or corporations), and does not purport to be a comprehensive nor exhaustive description of all of the tax considerations that may be relevant to a decision to subscribe to, purchase, own or dispose of the Shares and does not purport to deal with the tax consequences applicable to all categories of investors, some of which (such as dealers in securities) may be subject to special rules. Prospective investors are advised to consult their tax advisors regarding the overall tax consequences of subscription, purchase, ownership and disposal of our Shares. It is emphasised that neither our Company, our Directors nor any other persons involved in the Invitation accepts responsibility for any tax effects or liabilities resulting from the subscription, purchase, ownership and disposal of our Shares. Income Tax Individual income tax An individual taxpayer (both resident and non-resident for Singapore tax purposes) is subject to Singapore income tax on income accrued in or derived from Singapore, subject to certain exceptions. Foreign-sourced income received or deemed received by individual taxpayers, regardless of whether they are resident or non-resident of Singapore, are generally exempt from income tax in Singapore except for such income received through a partnership in Singapore. Currently, a Singapore tax resident individual is subject to tax at the progressive rates, ranging from 0% to 20%. A non-Singapore tax resident individual is normally taxed at the tax rate of 20% except for certain specified income that may be taxable at lower rates. An individual is regarded as a tax resident in Singapore if in the calendar year preceding the year of assessment, he was physically present in Singapore or exercised an employment in Singapore (other than as a director of a company) for 183 days or more, or if he ordinarily resides in Singapore. Corporate income tax A corporate taxpayer (both resident and non-resident for Singapore tax purposes) is subject to Singapore income tax on: income accrued in or derived from Singapore; and foreign sourced income received or deemed received in Singapore; unless otherwise exempted. Foreign sourced income in the form of branch profits, dividends and service fee income (specified foreign income) received or deemed received in Singapore by a Singapore tax resident corporate taxpayer are exempted from Singapore tax subject to meeting the qualifying conditions. A company is regarded as tax resident in Singapore if the control and management of the companys business is exercised in Singapore. The prevailing corporate tax rate in Singapore is 17% after allowing partial tax exemption on the first S$300,000 of a companys chargeable income.

    - G-1 -

    APPENDIX G TAXATION
    Dividend Distributions Under the one-tier corporate tax system, the Singapore tax paid by a Singapore tax resident company is a final tax and the distributable profits of the company can be paid to shareholders as tax exempt (onetier) dividends. Such dividends are exempted from Singapore income tax in the hands of its shareholders. There is no withholding tax on such dividends when they are paid to Shareholders who are not Singapore tax residents. However, foreign Shareholders are advised to consult their own tax advisors to take into account the tax laws of their respective countries of residence and the existence of any double taxation agreement which their country of residence may have with Singapore. Gains on Disposal of Our Shares Singapore currently does not impose tax on capital gains. However, there are no specific laws or regulations which deal with the characterization of capital gains. In general, gains or profits derived from the disposal of our Shares acquired for long-term investment purposes should be considered as capital gains and not subject to Singapore tax. On the other hand, where such gains or profits arise from activities which the Comptroller of Income Tax regards as the carrying on of a trade or business of dealing in shares in Singapore, gains or profits would ordinarily be taxed as income. Stamp Duty There is no stamp duty payable on the subscription of our Shares. Stamp duty is payable on the instrument of transfer of our Shares at the rate of S$0.20 for every S$100 or any part thereof, computed on the consideration paid or market value of our Shares registered in Singapore, whichever is higher. The purchaser is liable for stamp duty, unless there is an agreement to the contrary. No stamp duty is payable if no instrument of transfer is executed, or if the instrument of transfer is executed outside Singapore. However, stamp duty may be payable if the instrument of transfer which is executed outside Singapore is subsequently received in Singapore. The above stamp duty is not applicable to electronic transfers of our Shares through the CDP system. Goods and Services Tax (GST) The subscription of our Shares is exempt from GST. The sale of our Shares by a GST-registered investor belonging in Singapore for GST purposes to another person belonging in Singapore or via the Singapore Exchange is an exempt supply which is not subject to GST. Any input GST incurred by the GST-registered investor in making such an exempt supply is generally not recoverable from the Comptroller of GST. Where our Shares are sold by a GST-registered investor in the course of a business to a person belonging outside Singapore, and that person is outside Singapore when the sale is executed, the sale should generally, subject to satisfaction of certain conditions, be considered a taxable supply subject to GST at zero-rate. Any input GST incurred by a GST-registered investor in the making of this supply in the course of or furtherance of a business carried on by him should be recoverable from the Comptroller of GST.

    - G-2 -

    APPENDIX G TAXATION
    Services such as brokerage, handling and clearing services rendered by a GST-registered person to an investor belonging in Singapore in connection with the investors purchase, sale or holding of our Shares would generally be subject to GST at the current rate of 7%. Similar services rendered to an investor belonging outside Singapore would generally be subject to GST at zero-rate, provided that the investor is outside Singapore when the services are performed and the services provided do not benefit any Singapore persons. Estate duty With effect from 15 February 2008, Singapore estate duty has been abolished.

    - G-3 -

    APPENDIX H RULES OF THE TEE LAND PERFORMANCE SHARE PLAN


    1. NAME OF THE PSP The Performance Share Plan (PSP) shall be called the TEE Land Performance Share Plan. 2. 2.1 DEFINITIONS In this PSP, unless the context otherwise requires, the following words and expressions shall have the following meanings: Adoption Date : The date on which the PSP is adopted by the Company in general meeting Has the meaning assigned to it by the Listing Manual, as amended, modified or supplemented from time to time Has the meaning assigned to it by the Listing Manual, as amended, modified or supplemented from time to time The auditors for the time being of the Company An award of Shares granted under the PSP The board of Directors of the Company for the time being The Central Depository (Pte) Limited The remuneration committee of the Company, or such other committee comprising directors of the Company duly authorized and appointed by the Board to administer this PSP The Companies Act, Chapter 50 of Singapore, as amended, modified or supplemented from time to time TEE Land Limited A person who: (a) holds directly or indirectly 15% or more of the total number of issued shares excluding treasury shares in the Company. The SGX-ST may determine that a person who satisfies this paragraph is not a controlling shareholder; or in fact exercises control over the Company

    Associate

    Associated Company

    Auditors Award Board CDP Committee

    : : : : :

    Companies Act

    Company Controlling Shareholder

    : :

    (b) CPF Date of Grant : :

    Central Provident Fund The date on which an Award is granted to a Participant pursuant to the Rules of the PSP A person holding office as a director for the time being of the Company and/or any Subsidiary and/or any Group Associated Company, as the case may be The TEE Land Employee Share Option Scheme, as modified or supplemented from time to time

    Director

    ESOS

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    APPENDIX H RULES OF THE TEE LAND PERFORMANCE SHARE PLAN


    Group : The Company, its Subsidiaries and Group Associated Companies An Associated Company which the Company has control over Any confirmed employee of the Group (including any Group Executive Director) selected by the Committee to participate in the PSP in accordance with the provisions hereof A director of the Company and/or any Subsidiary and/or any Group Associated Company, as the case may be, who performs an executive function A director of the Company and/or any Subsidiary and/or any Group Associated Company, as the case may be, other than a Group Executive Director The listing manual of the SGX-ST, as amended, modified or supplemented from time to time A day on which the SGX-ST is open for trading in securities The price equal to the average of the last dealt prices for a Share, as determined by reference to the daily official list or other publication published by the SGX-ST for five consecutive Market Days immediately preceding the relevant Date of Grant, provided always that in the case of a Market Day on which the Shares are not traded on the SGX-ST, the last dealt price for Shares on such Market Day shall be deemed to be the last dealt price of the Shares on the immediately preceding Market Day on which the Shares were traded, rounded up to the nearest whole cent in the event of fractional prices The new Shares which may be issued from time to time pursuant to the Vesting of Awards granted under the PSP The right to subscribe for Shares granted or to be granted pursuant to the ESOS A person who is selected by the Committee to participate in the PSP in accordance with the provisions of the PSP The period during which the Performance Targets shall be satisfied The performance targets prescribed by the Committee to be fulfilled by a Participant for any particular period under the PSP The date as at the close of business (or such other time as may have been prescribed by the Company) on which Shareholders must be registered in order to participate in the dividends, rights, allotments or other distributions (as the case may be) The rules of the PSP, as the same may be amended or supplemented from time to time The securities account maintained by a Depositor with CDP

    Group Associated Company : Group Employee :

    Group Executive Director

    Group Non-Executive Director :

    Listing Manual

    Market Day Market Price

    : :

    New Shares

    Option

    Participant

    Performance Period

    Performance Targets

    Record Date

    Rules

    Securities Account

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    APPENDIX H RULES OF THE TEE LAND PERFORMANCE SHARE PLAN


    SGX-ST Shareholders : : Singapore Exchange Securities Trading Limited Registered holders of Shares except that where the registered holder is CDP, the term Shareholders shall, in relation to such Shares, mean the Depositors whose Securities Accounts are credited with the Shares Ordinary shares in the capital of the Company Companies which are for the time being subsidiaries of the Company as defined by Section 5 of the Companies Act; and Subsidiary means each of them The TEE Land Performance Share Plan, as modified or supplemented from time to time Issued Shares of the Company which were (or are treated as having been) purchased by the Company in circumstances where Section 76H of the Companies Act applies and have since purchase been continuously held by the Company In relation to Shares which are the subject of an Award which has been released to the relevant Participant, the absolute entitlement to all or some of the Shares which are the subject of that Award and Vest and Vested shall be construed accordingly In relation to Shares which are the subject of an Award which has been released in accordance with Rule 10, the date (as determined by the Committee and notified to the relevant Participant) on which those Shares will vest pursuant to Rule 10 The period during which an Award may vest, if any Singapore dollars and cents respectively Percentage or per centum

    Shares Subsidiaries

    : :

    TEE Land Performance Share Plan or PSP treasury shares

    Vesting

    Vesting Date

    Vesting Period S$ or $ and Cents % or per cent. 2.2 For the purposes of the PSP: (a)

    : : :

    in relation to a Shareholder (including, where the context requires, the Company), control means the capacity to dominate decision-making, directly or indirectly, in relation to the financial and operating policies of that company; unless rebutted, a person who holds directly or indirectly, a shareholding of 15% or more of the Companys total number of issued shares excluding treasury shares shall be presumed to be a Controlling Shareholder; and in relation to a Controlling Shareholder, his Associate shall have the meaning ascribed to it by the Listing Manual, the Companies Act or any other publication prescribing rules or regulations for corporations admitted to the Official List of the SGX-ST.

    (b)

    (c)

    2.3

    The terms Depositor and Depository Agent shall have the meanings ascribed to them respectively by Section 130A of the Companies Act.

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    APPENDIX H RULES OF THE TEE LAND PERFORMANCE SHARE PLAN


    2.4 Any reference in the PSP or the Rules to any enactment is a reference to that enactment as for the time being amended or re-enacted. Any word defined under the Companies Act or any statutory modification thereof and used in the PSP and the Rules shall have the meaning assigned to it under the Companies Act. Words importing the singular number shall include the plural number where the context admits and vice versa. Words importing the masculine gender shall include the feminine gender where the context admits. Any reference to a time of day shall be a reference to Singapore time. OBJECTIVES OF THE PSP The main objectives of the PSP are as follows: (a) to attract potential employees with relevant skills to contribute to the Company and to create value for Shareholders; to instil loyalty to, and a stronger identification by the Participants with the long-term prosperity of the Company; to motivate the Participants to optimize their performance standards and efficiency and to maintain a high level of contribution to the Company; to give recognition to the contributions made by the Participants to the success of the Company; and to retain key employees of the Company whose contributions are essential to the long-term prosperity of the Company.

    2.5

    2.6 3.

    (b)

    (c)

    (d)

    (e)

    4. 4.1

    ELIGIBILITY The following persons shall be eligible to participate in the PSP at the absolute discretion of the Committee: (a) (b) Group Employees (including Group Executive Directors); and Group Non-Executive Directors (including independent Directors),

    provided that, as of the Date of Grant, such persons: (i) (ii) (iii) have attained the age of 21 years; are not undischarged bankrupts; and in the case of Group Employees, must hold such position as may be designated by the Company from time to time, and whose eligibility has been confirmed by the Company and/or any Subsidiary and/or any Group Associated Company as at each proposed Date of Grant as determined by the Committee.

    4.2 4.3

    Controlling Shareholders and their Associates will not be eligible to participate in the PSP. For the purposes of determining eligibility to participate in the PSP, the secondment of a Group Employee to another company within the Group shall not be regarded as a break in his employment or his having ceased by reason only of such secondment to be a full-time employee of the Group.

    - H-4 -

    APPENDIX H RULES OF THE TEE LAND PERFORMANCE SHARE PLAN


    4.4 There shall be no restriction on the eligibility of any Participant to participate in any other share incentive schemes or share plans implemented or to be implemented by the Company or any other company within the Group. Subject to the Companies Act and any requirement of the SGX-ST, the terms of eligibility for participation in the PSP may be amended from time to time at the absolute discretion of the Committee. LIMITATIONS UNDER THE PSP The total number of Shares which may be delivered pursuant to the vesting of Awards on any date, when added to the aggregate number of Shares issued and/or issuable in respect of: (a) (b) (c) all Awards granted under the PSP; all Options granted under the ESOS; and all other Shares issued and/or issuable under any other share-based incentive schemes or share plans of the Company,

    4.5

    5. 5.1

    shall not exceed 15% of the total number of issued Shares (excluding treasury shares) of the Company from time to time. 5.2 Shares which are the subject of Awards which have lapsed for any reason whatsoever may be the subject of further Awards granted by the Committee under the PSP. DATE OF GRANT The Committee may grant Awards at any time in the course of a financial year, provided that in the event that an announcement on any matter of an exceptional nature involving unpublished price sensitive information is imminent, Awards may only be Vested and hence any Shares comprised in such Awards may only be delivered on or after the second Market Day from the date on which the aforesaid announcement is made. 7. 7.1 GRANT OF AWARDS Subject to Rules 4 and 5, the selection of the Participants and number of Shares which are the subject of each Award to be granted to a Participant in accordance with the PSP shall be determined at the absolute discretion of the Committee, which shall take into account criteria such as, inter alia, the Participants rank, scope of responsibilities, job performance, years of service, and potential for future development and contribution to the success of the Group. In the case of a performance-related Award, the Performance Targets will be set by the Committee depending on each individual Participants job scope and responsibilities. The Performance Targets to be set shall take into account both the medium and long-term corporate objectives of the Group and the individual performance of the Participant and will be aimed at sustaining long-term growth. The corporate objectives shall cover market competitiveness, business growth and productivity growth. The Performance Targets could be based on criteria such as sales growth, growth in earnings and return on investment. In addition, the Participants length of service with the Group, achievement of past Performance Targets, value-add to the Groups performance and development and overall enhancement to Shareholder value, amongst others, will be taken into account. The Committee shall, in its absolute discretion, decide in relation to an Award: (a) (b) the Participant; the date on which the Award is to be granted;

    6.

    7.2

    7.3

    - H-5 -

    APPENDIX H RULES OF THE TEE LAND PERFORMANCE SHARE PLAN


    (c) (d) the number of Shares which are the subject of the Award; the prescribed service conditions and/or Performance Targets (including the Performance Periods during which the prescribed Performance Targets are to be satisfied) and/or any other basis on which the Award is to be granted; the Vesting Period; the extent to which Shares which are the subject of that Award shall be vested at the end of each prescribed Vesting Period or on the prescribed Performance Targets and/or service conditions, if any, being satisfied (whether fully or partially) or exceeded or not being satisfied, as the case may be; and any other condition which the Committee may determine in relation to that Award.

    (e) (f)

    (g) 7.4

    The Committee shall take into account various factors when determining the method to arrive at the exact number of Shares comprised in an Award. Such factors include, but are not limited to, the current price of the Shares, the total issued share capital of the Company and the predetermined dollar amount which the Committee decides that a Participant deserves for meeting his Performance Targets. For example, Shares may be awarded based on predetermined dollar amounts such that the quantum of Shares comprised in Awards is dependent on the closing price of Shares transacted on the Market Day the Award is vested. Alternatively, the Committee may decide absolute numbers of Shares to be awarded to Participants irrespective of the price of the Shares. The Committee shall monitor the grant of Awards carefully to ensure that the size of the PSP will comply with the relevant rules of the Listing Manual. An Award under the PSP represents the right of a Participant to receive fully paid Shares, their equivalent cash value or combination thereof, free of charge, upon the Participant: (a) (b) (c) achieving prescribed Performance Targets; and/or achieving service conditions or otherwise having performed well; and/or having made a significant contribution to the Group.

    7.5

    7.6

    As soon as reasonably practicable after an Award is finalized by the Committee, the Committee shall send an Award letter to the Participant confirming the said Award. The said Award letter shall specify, inter alia, the following: (a) (b) (c) the date on which the Award is granted; the number of Shares which are the subject of the Award; in the case of a Performance-related Award; (i) (ii) (iii) the Performance Targets for the Participant; the period during which the Performance Targets shall be met; and the extent to which Shares which are the subject of that Award shall be released on the Performance Targets being satisfied (whether fully or partially) or exceeded or not being satisfied, as the case may be, at the end of the period during which the Performance Targets are to be met;

    (d) (e)

    the date by which the Award shall be Vested; and any other condition which the Committee may determine in relation to that Award.

    - H-6 -

    APPENDIX H RULES OF THE TEE LAND PERFORMANCE SHARE PLAN


    7.7 Awards are personal to the Participant to whom it is given and shall not be transferred (other than to a Participants personal representative on the death of that Participant), charged, assigned, pledged or otherwise disposed of, in whole or in part, unless with the prior approval of the Committee. EVENTS PRIOR TO THE RELEASE OF AWARDS An Award shall, to the extent not yet released, immediately lapse and become null and void in the following circumstances and the Participant shall have no claim whatsoever against the Company, its Directors or employees: (a) the Participant, being an Employee, ceasing for any reason whatsoever (whether by reason of wrongful dismissal or otherwise) to be in the employment of the Group; the Participant, being a Group Non-Executive Director, ceasing to be a director of the Company and/or the relevant Subsidiary and/or the relevant Group Associated Company, as the case may be, for any reason whatsoever; the misconduct or breach of term of his employment contract on the part of a Participant as determined by the Committee in its absolute discretion; the bankruptcy of a Participant or the occurrence of any other event which would result in his being deprived of the legal or beneficial ownership of such Award; the Participant commits any breach of any of the terms of his Award; the Participant, being an Executive Director, ceasing to be a Director of the Company for any reason whatsoever; a winding-up of the Company; or the company by which he is employed ceasing to be a company within the Group, or the undertaking or part of the undertaking of such company being transferred otherwise than to another company within the Group.

    8. 8.1

    (b)

    (c)

    (d)

    (e) (f)

    (g) (h)

    For the purposes of Rule 8.1(a), a Participant shall be deemed to have ceased to be so employed as of the date the notice of termination of employment is tendered by or is given to him, unless such notice shall be withdrawn prior to its effective date. For the avoidance of doubt, no Award shall lapse pursuant to Rule 11.3(a) in the event of any transfer of employment of a Participant within the Group or upon the cessation of employment of a Group Executive Director who shall continue to serve as a Group Non-Executive Director. For the purpose of Rule 8.1(a) above, an Employee shall be deemed to have ceased to be in the employment of the Company or the Subsidiary or the Group Associated Company (as the case may be) on the date on which he gives notice of termination of employment, unless prior to the date on which termination takes effect, the Employee has (with the consent of the Company or the Subsidiary, or the Group Associated Company (as the case may be)) withdrawn such notice. For the purpose of Rule 8.1(b), a Participant shall be deemed to have ceased to be a Group NonExecutive Director as of the date the notice of resignation of or termination of directorship, as the case may be, is tendered by or is given to him, unless such notice shall be withdrawn prior to its effective date.

    - H-7 -

    APPENDIX H RULES OF THE TEE LAND PERFORMANCE SHARE PLAN


    8.2 If a Participant ceases to be employed by the Group and/or ceases to be a Group Executive Director by reason of his: (a) ill health, injury or disability (in each case, as certified by a medical practitioner approved by the Committee) or death; redundancy; retirement at or after the legal retirement age; retirement before the legal retirement age with the consent of the Committee; or for any other reason approved in writing by the Committee,

    (b) (c) (d) (e)

    the Committee may, in its absolute discretion, determine whether an Award held by such Participant, to the extent not yet released, shall lapse or that all or any part of such Award shall be preserved. If the Committee determines that an Award shall lapse, then such Award shall lapse without any claim whatsoever against the Company, its Directors or employees. If the Committee determines that all or any part of an Award shall be preserved, the Committee shall decide either to release some or all of the Shares which are the subject of the Award or to preserve all or part of any Award until the end of the relevant Performance Period (if any). In exercising its absolute discretion, the Committee will have regard to all circumstances on a case-by-case basis, including (but not limited to) the contributions made by that Participant and the extent to which the applicable Performance Targets and/or conditions has been satisfied. 9. 9.1 TAKE-OVER AND WINDING UP OF THE COMPANY Notwithstanding Rule 8 but subject to Rule 9.5, in the event of a take-over being made for the Shares, a Participant shall (notwithstanding that the Vesting Period for the Award has not expired) be entitled to the Shares under the Awards if he has met the Performance Targets which fall within the period commencing on the date on which such offer for a take-over of the Company is made or, if such offer is conditional, the date on which such offer becomes or is declared unconditional, as the case may be, and ending on the earlier of: (a) the expiry of 6 months thereafter, unless prior to the expiry of such 6-month period, at the recommendation of the offeror and with the approvals of the Committee and the SGX-ST, such expiry date is extended to a later date (in either case, being a date falling not later than the last date on which the Performance Targets are to be met); or the date of expiry of the period for which the Performance Targets are to be met,

    (b)

    provided that if during such period, the offeror becomes entitled or bound to exercise rights of compulsory acquisition under the provisions of the Companies Act and, being entitled to do so, gives notice to the Participants that it intends to exercise such rights on a specified date, the Participant shall be obliged to fulfill such Performance Targets until the expiry of such specified date or the expiry date of the Performance Targets relating thereto, whichever is earlier, before an Award can be Vested. 9.2 If under any applicable laws, the court sanctions a compromise or arrangement proposed for the purposes of, or in connection with, a scheme for the reconstruction of the Company or its amalgamation with another company or companies, each Participant who has fulfilled his Performance Target shall be entitled, notwithstanding the provisions herein and the fact that the Vesting Period for such Award has not expired but subject to Rule 9.5, to any Shares under the Awards so determined by the Committee to be released to him during the period commencing on the date upon which the compromise or arrangement is sanctioned by the court and ending either on the expiry of sixty (60) days thereafter or the date upon which the compromise or arrangement becomes effective, whichever is later.

    - H-8 -

    APPENDIX H RULES OF THE TEE LAND PERFORMANCE SHARE PLAN


    9.3 If an order or an effective resolution is made for the winding-up of the Company on the basis of its insolvency, all Awards, notwithstanding that they may have been so Vested shall be deemed or become null and void. In the event of a members voluntary winding-up (other than for amalgamation or reconstruction), the Awards shall so Vest in the Participant for so long as, in the absolute determination by the Committee, the Participant has met the Performance Targets prior to the date that the members voluntary winding-up shall be deemed to have been commenced or effective in law. If in connection with the making of a general offer referred to in Rule 9.1 or the scheme referred to in Rule 9.2 or the winding-up referred to in Rule 9.4, arrangements are made (which are confirmed in writing by the Auditors, acting only as experts and not as arbitrators, to be fair and reasonable) for the compensation of Participants, whether by the payment of cash or by any other form of benefit, no release of Shares under the Award shall be made in such circumstances. RELEASE OF AWARDS

    9.4

    9.5

    10.

    10.1 As soon as reasonably practicable after the end of each Performance Period, the Committee shall review the Performance Targets specified in respect of that Award and determine whether they have been satisfied and, if so, the extent to which they have been satisfied (whether fully or partially) and the number of Shares to be released. 10.2 The Committee shall have the discretion to determine whether Performance Targets have been met (whether fully or partially) or exceeded and/or whether the Participants performance and/or contribution to the Company and/or any Subsidiary and/or Group Associated Company justifies the Vesting of an Award. In making any such determination, the Committee shall have the right to make reference to the audited results of the Company or the Group, as the case may be, to take into account such factors as the Committee may determine to be relevant, such as changes in accounting methods, taxes and extraordinary events, and further, the right to amend the Performance Targets if the Committee decides that changed Performance Targets would be a fairer measure of performance. 10.3 Awards may only be Vested and consequently any Shares comprised in such Awards shall only be delivered upon the Committee being satisfied that the Participant has achieved the Performance Targets. 10.4 Subject to the prevailing legislation and the provisions of the Listing Manual, the Company will deliver Shares to Participants upon Vesting of their Awards by way of an issue of New Shares or the transfer of existing Shares held as treasury shares to the Participants. 10.5 In determining whether to issue New Shares or to purchase existing Shares for delivery to Participants upon the vesting of their Awards, the Company will take into account factors such as the number of Shares to be delivered, the prevailing Market Price of the Shares and the financial effect on the Company of either issuing New Shares or purchasing existing Shares. 10.6 The Committee will procure, upon approval of the Board, the allotment or transfer to each Participant of the number of Shares which are to be released to that Participant pursuant to an Award under Rule 7. Any proposed issue of New Shares will be subject to there being in force at the relevant time the requisite Shareholders approval under the Companies Act for the issue of Shares. Any allotment of New Shares pursuant to an Award will take into account the rounding of odd lots. 10.7 Where New Shares are to be allotted or any Shares are to be transferred to a Participant pursuant to the release of any Award, the Vesting Date will be a trading day falling as soon as practicable after the review of the Committee referred to in Rule 10.1. On the Vesting Date, the Committee will procure the allotment or transfer to each Participant of the number of Shares so determined.

    - H-9 -

    APPENDIX H RULES OF THE TEE LAND PERFORMANCE SHARE PLAN


    10.8 Where New Shares are to be allotted upon the Vesting of any Award, the Company shall, as soon as practicable after allotment, where necessary, apply to the SGX-ST for the permission to deal in and for quotation of such Shares on the Mainboard of the SGX-ST. 10.9 Shares which are allotted or transferred on the release of an Award to a Participant shall be issued in the name of, or transferred to, CDP to the credit of either: (a) (b) (c) the Securities Account of that Participant maintained with CDP; the securities sub-account of that Participant maintained with a Depository Agent; or the CPF investment account maintained with a CPF agent bank,

    in each case, as designated by that Participant. Until such issue or transfer of such Shares has been effected, that Participant shall have no voting rights nor any entitlements to dividends or other distributions declared or recommended in respect of any Shares which are the subject of the Award granted to him. 10.10 New Shares allotted and issued, and existing Shares held in treasury procured by the Company for transfer, on the release of an Award, shall be subject to all the provisions of the Memorandum and Articles of Association of the Company and the Companies Act, and shall rank in full for all entitlements, including dividends or other distributions declared or recommended in respect of the then existing Shares, the Record Date for which is on or after the date of issue of the New Shares or the date of transfer of treasury shares pursuant to the vesting of the Award, and shall in all other respects rank pari passu with other existing Shares then in issue. 10.11 Shares which are allotted, and/or treasury shares which are transferred, on the Vesting of an Award to a Participant, may be subject to such moratorium as may be imposed by the Committee. 11. VARIATION OF CAPITAL

    11.1 If a variation in the issued ordinary share capital of the Company (whether by way of a capitalization of profits or reserves or rights issue, capital reduction, subdivision, consolidation, distribution or otherwise) shall take place, then: (a) the class and/or number of Shares which are the subject of an Award to the extent not yet Vested; and/or the class and/or number of Shares over which future Awards may be granted under the PSP,

    (b)

    may be adjusted by the Committee to give each Participant the same proportion of the equity capital of the Company as that to which he was previously entitled and, in doing so, the Committee shall determine at its own discretion the manner in which such adjustment shall be made. 11.2 Unless the Committee considers an adjustment to be appropriate, the following events shall not normally be regarded as a circumstance requiring adjustment: (a) the issue of securities as consideration for an acquisition or a private placement of securities; the cancellation of issued Shares purchased or acquired by the Company by way of a market purchase of such Shares undertaken by the Company on Mainboard of the SGX-ST during the period when a share purchase mandate granted by Shareholders (including any renewal of such mandate) is in force; the issue of Shares or other securities convertible into or with rights to acquire or subscribe for Shares to its employees pursuant to a share option scheme or share plan approved by Shareholders in general meeting, including the PSP; and - H-10 -

    (b)

    (c)

    APPENDIX H RULES OF THE TEE LAND PERFORMANCE SHARE PLAN


    (d) any issue of Shares arising from the exercise of any warrants or the conversion of any convertible securities issued by the Company.

    11.3 Notwithstanding the provisions of Rule 11.1 above, no such adjustment shall be made: (a) (b) if as a result, the Participant receives a benefit that a Shareholder does not receive; unless the Committee, after considering all relevant circumstances, considers it equitable to do so; and except in relation to a capitalization issue, upon the written confirmation of the Auditors (acting only as experts and not as arbitrators), that in their opinion, such adjustment is fair and reasonable.

    (c)

    11.4 Upon any adjustment required to be made pursuant to this Rule 11, the Company shall notify the Participant (or his duly appointed personal representatives where applicable) in writing and deliver to him (or his duly appointed personal representatives where applicable), in the manner set out in Rule 13, a statement setting forth the class and/or number of Shares thereafter to be issued or transferred on the vesting of an Award. Any adjustment shall take effect upon such written notification being given. 12. ADMINISTRATION OF THE PSP

    12.1 The PSP shall be administered by the Committee in its absolute discretion with such powers and duties as are conferred on it by the Board, provided that no member of the Committee shall participate in any deliberation or decision in respect of Awards granted or to be granted to him. 12.2 The Committee shall have the power, from time to time, to make and vary such rules (not being inconsistent with the PSP) for the implementation and administration of the PSP as they think fit including, but not limited to: (a) imposing restrictions on the number of Awards that may be Vested within each financial year; and amending Performance Targets if by so doing, it would be a fairer measure of performance for a Participant or for the PSP as a whole.

    (b)

    12.3 Neither the PSP nor the grant of Awards under the PSP shall impose on the Company or the Committee any liability whatsoever in connection with: (a) (b) the lapsing of any Awards pursuant to any provision of the PSP; the failure or refusal by the Committee to exercise, or the exercise by the Committee of, any discretion under the PSP; and/or any decision or determination of the Committee made pursuant to any provision of the PSP.

    (c)

    12.4 Any decision of the Committee made pursuant to any provision of the PSP (other than a matter to be certified by the Auditors) shall be final and binding (including any decisions pertaining to the number of Shares to be Vested) or to disputes as to the interpretation of the PSP or any rule, regulation, procedure thereunder or as to any rights under the PSP. 13. NOTICES

    13.1 Any notice required to be given by a Participant to the Company shall be sent or made to the registered office of the Company or such other addresses as may be notified by the Company to him in writing.

    - H-11 -

    APPENDIX H RULES OF THE TEE LAND PERFORMANCE SHARE PLAN


    13.2 Any notices or documents required to be given to a Participant or any correspondence to be made between the Company and the Participant shall be given or made by the Committee (or such person(s) as it may from time to time direct) on behalf of the Company and shall be delivered to him by hand or sent to him at his home address according to the records of the Company or at the last known address of the Participant and if sent by post, shall be deemed to have been given on the day following the date of posting. 14. DISCLOSURE IN ANNUAL REPORT The following disclosures (as applicable) will be made by the Company in its annual report for so long as the PSP continues in operation: (a) (b) the names of the members of the Committee administering the PSP; in respect of the following Participants: (i) (ii) Directors of the Company; and Participants, other than those in paragraph (i) above, who have received Shares pursuant to the vesting of the Awards granted under the PSP which, in aggregate, represent five per cent. (5%) or more of the aggregate of: a. b. the total number of new Shares issued or issuable under the PSP; and the total number of existing Shares delivered or deliverable under the PSP,

    the following information: (aa) (bb) the name of the Participant; the aggregate number of Shares comprised in Awards which have been granted to such Participant during the financial year under review; the aggregate number of Shares comprised in Awards which have been granted to such Participant since the commencement of the PSP to the end of the financial year under review; the aggregate number of Shares comprised in Awards which have been issued and/or transferred to such Participants pursuant to the Vesting of Awards under the PSP during the financial year under review and in respect of such Awards, the proportion of: 1. 2. new Shares issued; and existing Shares purchased for delivery, including the range of prices at which such Shares have been purchased, upon the Vesting of the Awards;

    (cc)

    (dd)

    (ee)

    the aggregate number of Shares comprised in Awards which have not been released as at the end of the financial year under review; and the following particulars relating to Awards released under the PSP: 1. the number of new Shares issued to such Participant during the financial year under review; and the number of existing Shares transferred to such Participant during the financial year under review; and - H-12 -

    (ff)

    2.

    APPENDIX H RULES OF THE TEE LAND PERFORMANCE SHARE PLAN


    (c) such other information as may be required by the Listing Manual or the Companies Act,

    provided that any of the above requirements is not applicable, an appropriate negative statement shall be included in the annual report. 15. MODIFICATIONS TO THE PSP

    15.1 Any or all the provisions of the PSP may be modified and/or altered at any time and from time to time by a resolution of the Committee, except that: (a) any modification or alteration which would be to the advantage of Participants under the PSP shall be subject to the prior approval of Shareholders in a general meeting; and no modification or alteration shall be made without due compliance with the Listing Manual, the approval of the SGX-ST and such other regulatory authorities as may be necessary.

    (b)

    15.2 Notwithstanding anything to the contrary contained in Rule 15.1, the Committee may at any time by resolution (and without other formality) amend or alter the PSP in any way to the extent necessary to cause the PSP to comply with any statutory provision or the provision or the regulations of any regulatory or other relevant authority or body. 15.3 No modification or alteration shall adversely affect the rights attached to Awards granted prior to such modification or alteration except with the written consent of such number of Participants under the PSP who, if their Awards were Vested to them, would thereby become entitled to not less than three-quarters in number of all the Shares which would be issued in full of all outstanding Awards under the PSP. 15.4 Written notice, in the manner set out in Rule 13, of any modification or alteration made in accordance with this Rule 15 shall be given to all Participants. 15.5 The opinion of the Committee as to whether any modification or alteration would alter adversely the rights attaching to any Awards shall be final and conclusive. 16. TERMS OF EMPLOYMENT UNAFFECTED

    16.1 The PSP or Award shall not form part of any contract of employment between the Company and any Participant, and the rights and obligations of any individual under the terms of the office or employment with such company within the Group shall not be affected by his participation in the PSP or any right which he may have to participate in it or any Award which he may hold and the PSP or any Award shall afford such an individual no additional rights to compensation or damages in consequence of the termination of such office or employment for any reason whatsoever. 16.2 The PSP shall not confer on any person any legal or equitable rights (other than those constituting the Awards themselves) against the Company and/or any Subsidiary and/or any Group Associated Company directly or indirectly, or give rise to any cause of action at law or in equity against the Company and/or any Subsidiary and/or any Group Associated Company. 17. DURATION OF THE PSP

    17.1 The PSP shall continue to be in force at the discretion of the Committee, subject to a maximum period of ten (10) years commencing on the Adoption Date. Subject to compliance with any applicable laws and regulations in Singapore, the PSP may be continued beyond the above stipulated period with the approval of the Shareholders by ordinary resolution at a general meeting and of any relevant authorities which may then be required. 17.2 The PSP may be terminated at any time at the discretion of the Committee or by an ordinary resolution of the Company in general meeting subject to all other relevant approvals which may be required and if the PSP is so terminated, no further Awards shall be offered by the Company thereunder. - H-13 -

    APPENDIX H RULES OF THE TEE LAND PERFORMANCE SHARE PLAN


    17.3 Notwithstanding the expiry or termination of the PSP, any Awards made to Participants prior to such expiry or termination will continue to remain valid. 18. TAXES All taxes (including income tax) arising from the grant and/or disposal of Shares pursuant to the Awards granted to any Participant under the PSP shall be borne by that Participant, unless otherwise determined by the Committee. 19. COSTS AND EXPENSES

    19.1 Each Participant shall be responsible for all fees of CDP relating to or in connection with the issue and allotment or transfer of any Shares pursuant to the Awards in CDPs name, the deposit of share certificate(s) with CDP, the Participants securities account with CDP, or the Participants securities sub-account with a CDP Depository Agent. 19.2 Save for the taxes referred to in Rule 18 and such other costs and expenses expressly provided in the PSP to be payable by the Participants, all fees, costs and expenses incurred by the Company in relation to the PSP including but not limited to the fees, costs and expenses relating to the allotment, issue and/or delivery of Shares pursuant to the release of any Awards shall be borne by the Company. 20. DISCLAIMER OF LIABILITY Notwithstanding any provisions herein contained and subject to the Companies Act, the Board, the Committee and the Company shall not under any circumstances be held liable for any costs, losses, expenses and damages whatsoever and howsoever arising in respect of any matter under or in connection with the PSP, including but not limited to the Companys delay in allotting and issuing the Shares or in applying for or procuring the listing of the Shares on the Mainboard of the SGX-ST (or any other relevant stock exchange on which the Shares are quoted or listed). 21. DISPUTES Any disputes or differences of any nature arising hereunder shall be referred to the Committee and its decision shall be final and binding in all respects. 22. CONDITION OF AWARDS Every Award shall be subject to the condition that no Shares would be issued or transferred pursuant to the Vesting of any Award if such issue or transfer would be contrary to any law or enactment, or any rules or regulations of any legislative or non-legislative governing body for the time being in force in Singapore or any other relevant country having jurisdiction in relation to the issue or transfer of Shares hereto. 23. ABSTENTION FROM VOTING Shareholders who are eligible to participate in the PSP must abstain from voting on any resolution relating to the PSP, including any resolution relating to the implementation of the PSP. 24. GOVERNING LAW The PSP shall be governed by, and construed in accordance with, the laws of the Republic of Singapore. The Participants, by accepting Awards in accordance with the PSP, and the Company irrevocably submit to the exclusive jurisdiction of the courts of the Republic of Singapore.

    - H-14 -

    APPENDIX I RULES OF THE TEE LAND EMPLOYEE SHARE OPTION SCHEME


    1. NAME OF THE ESOS The employee share option scheme (ESOS) shall be called the TEE Land Employee Share Option Scheme. 2. 2.1 DEFINITIONS In the ESOS, unless the context otherwise requires, the following words and expressions shall have the following meanings: Associate : Has the meaning assigned to it by the Listing Manual, as amended, modified or supplemented from time to time Has the meaning assigned to it by the Listing Manual, as amended, modified or supplemented from time to time The auditors of the Company for the time being The board of Directors of the Company for the time being The Central Depository (Pte) Limited The remuneration committee of the Company, or such other committee comprising directors of the Company duly authorized and appointed by the Board to administer this ESOS The Companies Act, Chapter 50 of Singapore, as amended, modified or supplemented from time to time TEE Land Limited The capacity to dominate decision making, directly or indirectly, in relation to the financial and operating policies of a company Central Provident Fund In relation to an Option, the date on which the Option is granted to a Participant pursuant to Rule 7 A person holding office as a director for the time being of the Company and/or any Subsidiary and/or any Group Associated Company, as the case may be The TEE Land Employee Share Option Scheme, as the same may be modified or altered from time to time The price at which a Participant shall subscribe for each Share upon the exercise of an Option which shall be the price as determined in accordance with Rule 9, as adjusted in accordance with Rule 10 A person to whom an offer of an Option is made The Company, its Subsidiaries and Group Associated Companies An Associated Company which the Company has Control over

    Associated Company

    Auditors Board CDP Committee

    : : : :

    Companies Act

    Company Control

    : :

    CPF Date of grant

    : :

    Director

    ESOS

    Exercise Price

    Grantee Group

    : :

    Group Associated Company :

    - I-1 -

    APPENDIX I RULES OF THE TEE LAND EMPLOYEE SHARE OPTION SCHEME


    Group Employee : Any confirmed employee of the Group (including any Group Executive Director) selected by the Committee to participate in the ESOS in accordance with the provisions hereof A director of the Company and/or any Subsidiary and/or any Group Associated Company, as the case may be, who performs an executive function A director of the Company and/or any Subsidiary and/or any Group Associated Company, as the case may be, other than a Group Executive Director The listing manual of the SGX-ST, as amended, modified or supplemented from time to time A day on which the SGX-ST is open for trading in securities The price equal to the average of the last dealt prices for a Share, as determined by reference to the daily official list or other publication published by the SGX-ST for five consecutive Market Days immediately preceding the relevant Date of Grant, provided always that in the case of a Market Day on which the Shares are not traded on the SGX-ST, the last dealt price for Shares on such Market Day shall be deemed to be the last dealt price of the Shares on the immediately preceding Market Day on which the Shares were traded, rounded up to the nearest whole cent in the event of fractional prices The new Shares which may be issued from time to time pursuant to the exercise of an Option under the ESOS The date on which an offer to grant an Option is made pursuant to the ESOS The right to subscribe for Shares granted or to be granted to a Group Employee pursuant to the ESOS and for the time being subsisting The period for the exercise of an Option being: (a) in the case of an Option granted with the Exercise Price set at Market Price, a period beginning one year from the Offer Date of that Option and expiring on the tenth year from the relevant Offer Date or such earlier date as may determined by the Committee, subject as provided in Rules 11 and 15, and any other conditions as may be determined by the Committee from time to time; and in the case of an Option granted with the Exercise Price set at a discount to the Market Price, a period beginning two years from the Offer Date of that Option and expiring on the tenth year from the relevant Offer Date or such earlier date as may determined by the Committee, subject as provided in Rules 11 and 15, and any other conditions as may be determined by the Committee from time to time

    Group Executive Director

    Group Non-Executive Director :

    Listing Manual

    Market Day Market Price

    : :

    New Shares

    Offer Date

    Option

    Option Period

    (b)

    - I-2 -

    APPENDIX I RULES OF THE TEE LAND EMPLOYEE SHARE OPTION SCHEME


    Participant : A person who is selected by the Committee to participate in the ESOS in accordance with the provisions of the ESOS The TEE Land Performance Share Plan, as the same may be modified or altered from time to time The date as at the close of business (or such other time as may have been prescribed by the Company) on which Shareholders must be registered in order to participate in the dividends, rights, allotments or other distributions (as the case may be) Rules of the ESOS, as the same may be amended or supplemented from time to time The securities account maintained by a Depositor with CDP Singapore Exchange Securities Trading Limited Registered holders of Shares, except that where the registered holder is CDP, the term Shareholders shall, in relation to such Shares, mean the Depositors whose Securities Accounts are credited with the Shares Ordinary shares in the capital of the Company Companies which are for the time being subsidiaries of the Company as defined by Section 5 of the Act; and Subsidiary means each of them Issued Shares of the Company which were (or are treated as having been) purchased by the Company in circumstances where Section 76H of the Companies Act applies and have since purchase been continuously held by the Company Percentage or per centum Singapore dollars and cents respectively

    PSP

    Record Date

    Rules

    Securities Account SGX-ST Shareholders

    : : :

    Shares Subsidiaries

    : :

    treasury shares

    % or per cent. S$ or $ and cents 2.2 For the purposes of the ESOS: (a)

    : :

    in relation to a Shareholder (including, where the context requires, the Company), control means the capacity to dominate decision-making, directly or indirectly, in relation to the financial and operating policies of that company; unless rebutted, a person who holds directly or indirectly, a shareholding of 15% or more of the Companys total number of issued shares excluding treasury shares shall be presumed to be a Controlling Shareholder; and in relation to a Controlling Shareholder, his Associate shall have the meaning ascribed to it by the Listing Manual, the Companies Act or any other publication prescribing rules or regulations for corporations admitted to the Official List of the SGX-ST.

    (b)

    (c)

    2.3

    The term Depositor, Depository Register and Depository Agent shall have the meanings ascribed to it by Section 130A of the Companies Act.

    - I-3 -

    APPENDIX I RULES OF THE TEE LAND EMPLOYEE SHARE OPTION SCHEME


    2.4 Any reference in the ESOS or the Rules to any enactment is a reference to that enactment as for the time being amended or re-enacted. Unless otherwise defined, any word defined under the Companies Act or any statutory modification thereof and used in the ESOS and the Rules shall have the meaning assigned to it under the Companies Act. Words importing the singular number shall, where applicable, include the plural number and vice versa. Words importing the masculine gender shall, where applicable, include the feminine and neuter gender. Any reference to a time of a day shall be a reference to Singapore time. OBJECTIVES OF THE ESOS The ESOS will provide an opportunity for Group Employees who have contributed significantly to the growth and performance of the Group (including Executive Directors) and Non-Executive Directors (including Independent Directors) and who satisfy the eligibility criteria as set out in Rule 4 of the ESOS, to participate in the equity of the Company. The ESOS is primarily a share incentive scheme. It recognizes the fact that the services of such Group Employees are important to the success and continued well-being of the Group. Implementation of the ESOS will enable the Company to give recognition to the contributions made by such Group Employees. At the same time, it will give such Group Employees an opportunity to have a direct interest in the Company and will also help to achieve the following positive objectives: (a) to motivate each Participant to optimize his performance standards and efficiency and to maintain a high level of contribution to the Group; to retain key employees and Directors whose contributions are essential to the long-term growth and profitability of the Group; to instil loyalty to, and a stronger identification by the Participants with the long-term prosperity of, the Company; to attract potential employees with relevant skills to contribute to the Group and to create value for the Shareholders; and to align the interests of the Participants with the interests of the Shareholders.

    2.5

    2.6 3. 3.1

    3.2

    (b)

    (c)

    (d)

    (e) 4. 4.1

    ELIGIBILITY The following persons shall be eligible to participate in the ESOS at the absolute discretion of the Committee: (a) (b) Group Employees (including Group Executive Directors); and Group Non-Executive Directors (including independent Directors),

    provided that, as of the date of grant of the Option, such persons: (i) (ii) have attained the age of 21 years; are not undischarged bankrupts and have not entered into a composition with his creditors; and in the case of Group Employees, must hold such position as may be designated by the Company from time to time, and whose eligibility has been confirmed by the Company and/or any Subsidiary and/or any Group Associated Company as at each proposed Date of Grant as determined by the Committee.

    (iii)

    - I-4 -

    APPENDIX I RULES OF THE TEE LAND EMPLOYEE SHARE OPTION SCHEME


    4.2 4.3 Controlling Shareholders and their Associates will not be eligible to participate in the ESOS. For the purposes of determining eligibility to participate in the ESOS, the secondment of a Group Employee to another company within the Group shall not be regarded as a break in his employment or his having ceased by reason only of such secondment to be a full-time employee of the Group. There shall be no restriction on the eligibility of any Participant to participate in any other share incentive schemes or share plans implemented or to be implemented by the Company or any other company within the Group. Subject to the Companies Act and any requirement of the SGX-ST, the terms of eligibility for participation in the ESOS may be amended from time to time at the absolute discretion of the Committee. LIMITATIONS UNDER THE ESOS The total number of Shares which may be delivered pursuant to the grant of Options on any date, when added to the aggregate number of Shares issued and/or issuable in respect of: (a) (b) (c) all Awards granted under the PSP; all Options granted under the ESOS; and all other Shares issued and/or issuable under any other share-based incentive schemes or share plans of the Company,

    4.4

    4.5

    5. 5.1

    shall not exceed 15% of the total number of issued Shares (excluding treasury shares) of the Company from time to time. 5.2 Shares which are the subject of Options which have lapsed for any reason whatsoever may be the subject of further Options granted by the Committee under the ESOS. OFFER DATE The Committee may, save as provided in Rules 4 and 5, offer to grant Options to such Grantees as it may select in its absolute discretion at any time during the period when the ESOS is in force, except that no Option shall be granted during the period of thirty (30) days immediately preceding the date of announcement of the Companys interim and/or final results (as the case may be). In addition, in the event that an announcement on any matter of an exceptional nature involving unpublished price sensitive information is made, offers to grant Options may only be made on or after the second Market Day on which such announcement is released. An offer to grant the Option to a Grantee shall be made by way of a letter (the Letter of Offer) in the form or substantially in the form set out in Schedule A, subject to such amendments as the Committee may determine from time to time. GRANT AND ACCEPTANCE OF OPTIONS Subject to Rules 4, 5.1, and 5.2, the aggregate number of Shares in respect of which Options may be offered to a Grantee for subscription in accordance with the ESOS shall be determined at the absolute discretion of the Committee, which shall take into account criteria such as the Participants rank, scope of responsibilities, job performance, years of service and potential for future development and contribution to the success of the Group. An Option offered to a Grantee pursuant to Rule 6 may only be accepted by the Grantee within thirty (30) days after the relevant Offer Date and not later than 5.00 p.m. on the thirtieth (30th) day from such Offer Date (a) by completing, signing and returning to the Company the acceptance form

    6. 6.1

    6.2

    7. 7.1

    7.2

    - I-5 -

    APPENDIX I RULES OF THE TEE LAND EMPLOYEE SHARE OPTION SCHEME


    (Acceptance Form) in or substantially in the form set out in Schedule B, subject to such modification as the Committee may from time to time determine, accompanied by payment of S$1.00 as consideration; and (b) if, at the date on which the Company receives from the Grantee the Acceptance Form in respect of the Option as aforesaid, he remains eligible to participate in the ESOS in accordance with these Rules. 7.3 If a grant of an Option is not accepted strictly in the manner as provided in this Rule 7.1, such offer shall, upon the expiry of the thirty (30) day period, automatically lapse and shall forthwith be deemed to be null and void and be of no effect. The Company shall be entitled to reject any purported acceptance of a grant of an Option made pursuant to this Rule 7 or exercise notice (Exercise Notice), in or substantially in the form set out in Schedule C, given pursuant to Rule 12 which does not strictly comply with the terms of the ESOS. Options are personal to the Grantees to whom they are granted and shall not be sold, mortgaged, transferred, charged, assigned, pledged or otherwise disposed of or encumbered in whole or in part or in any way whatsoever without the Committees prior written approval, but may be exercised by the Grantees duly appointed personal representative as provided in Rule 11.6 in the event of the death of such Grantee. The Grantee may accept or refuse the whole or part of the offer. If only part of the offer is accepted, the Grantee shall accept the offer in multiples of 1,000 Shares. In the event that a grant of an Option results in a contravention of any applicable law or regulation, such grant shall be null and void and be of no effect and the relevant Participant shall have no claim whatsoever against the Company. Unless the Committee determines otherwise, an Option shall automatically lapse and become null, void and of no effect and shall not be capable of acceptance if: (a) (b) (c) it is not accepted in the manner as provided in Rule 7.1 within the thirty (30) day period; the Grantee dies prior to his acceptance of the Option; the Grantee is adjudicated a bankrupt or enters into composition with his creditors prior to his acceptance of the Option; the Grantee being a Group Employee ceases to be in the employment of the Group or (being a Director) ceases to be a Director of the Company, in each case, for any reason whatsoever prior to his acceptance of the Option; or the Company is liquidated or wound-up prior to the Grantees acceptance of the Option.

    7.4

    7.5

    7.6

    7.7

    7.8

    (d)

    (e) 9. 9.1

    EXERCISE PRICE Subject to any adjustment pursuant to Rule 10, the Exercise Price for each Share in respect of which an Option is exercisable shall be determined by the Committee, in its absolute discretion, on the Date of Grant, at: (a) (b) a price equal to the Market Price; or a price which is set at a discount to the Market Price, provided that: (i) the maximum discount shall not exceed 20% of the Market Price (or such other percentage or amount as may be determined by the Committee and permitted by the SGX-ST); and

    - I-6 -

    APPENDIX I RULES OF THE TEE LAND EMPLOYEE SHARE OPTION SCHEME


    (ii) the Shareholders in general meeting shall have authorized, in a separate resolution, the making of offers and grants of Options under the ESOS at a discount not exceeding the maximum discount as aforesaid.

    9.2

    In making any determination under Rule 9.1(b) on whether to give a discount and the quantum of such discount, the Committee shall be at liberty to take into consideration such criteria as the Committee may, at its absolute discretion, deem appropriate, including but not limited to: (a) the performance of the Company and/or its Subsidiaries and/or the Group Associated Companies, as the case may be; the years of service and individual performance of the eligible Group Employee or Director; the contribution of the eligible Group Employee or Director to the success and development of the Company and/or the Group; and the prevailing market conditions.

    (b) (c)

    (d) 10.

    VARIATION OF CAPITAL

    10.1 If a variation in the issued share capital of the Company (whether by way of a capitalization of profits or reserves or rights issue, capital reduction (including any reduction arising by reason of the Company purchasing or acquiring its issued Shares), subdivision, consolidation, distribution, or otherwise howsoever) shall take place, then: (a) the Exercise Price for the Shares, class and/or number of Shares comprised in the Options to the extent unexercised and the rights attached thereto; and/or the class and/or number of Shares in respect of which additional Options may be granted to Participants,

    (b)

    may be adjusted in such manner as the Committee may determine to be appropriate including retrospective adjustments where such variation occurs after the date of exercise of an Option but the Record Date relating to such variation precedes such date of exercise and, except in relation to a capitalization issue, upon the written confirmation of the Auditors (acting only as experts and not as arbitrators), that in their opinion, such adjustment is fair and reasonable. 10.2 Notwithstanding the provisions of Rule 10.1 above, no such adjustment shall be made: (a) (b) if as a result, the Participant receives a benefit that a Shareholder does not receive; and unless the Committee, after considering all relevant circumstances, considers it equitable to do so.

    10.3 Unless the Committee considers an adjustment to be appropriate, the following events shall not normally be regarded as a circumstance requiring adjustment: (a) the issue of securities as consideration for an acquisition or a private placement of securities; the cancellation of issued Shares purchased or acquired by the Company by way of a market purchase of such Shares undertaken by the Company on the Mainboard of the SGXST during the period when a share purchase mandate granted by Shareholders (including any renewal of such mandate) is in force;

    (b)

    - I-7 -

    APPENDIX I RULES OF THE TEE LAND EMPLOYEE SHARE OPTION SCHEME


    (c) any increase in the number of issued Shares as a consequence of the exercise of any options or conversion of any loan stock or any other securities convertibles into Shares or subscription rights of any warrants issued from time to time by the Company enabling holders thereof to acquire new Shares in the capital of the Company; and any issue of Shares pursuant to any scrip dividend scheme for the time being of the Company.

    (d)

    10.4 The restriction on the number of Shares to be offered to any Grantee under Rule 5 above, shall not apply to the number of additional Shares or Options over additional Shares issued by virtue of any adjustment to the number of Shares and/or Options pursuant to this Rule 10. 10.5 Upon any adjustment required to be made pursuant to this Rule 10, the Company shall notify each Participant (or his duly appointed personal representative(s)) in writing and deliver to him (or, where applicable, his duly appointed personal representative(s)), in the manner set out in Rule 17, a statement setting forth the new Exercise Price thereafter in effect and the class and/or number of Shares thereafter comprised in the Option so far as unexercised. Any adjustment shall take effect upon such written notification being given. 11. RIGHTS TO EXERCISE OPTION

    11.1 Options granted with the Exercise Price set at Market Price shall only be exercisable, in whole or in part (provided that an Option may be exercised in part only in respect of 1,000 Shares or any multiple thereof), at any time, by a Participant after the first anniversary of the Offer Date of that Option, provided always that the Options shall be exercised before the tenth anniversary of the relevant Offer Date, or such earlier date as may be determined by the Committee, failing which all unexercised Options shall immediately lapse and become null and void and a Participant shall have no claim against the Company. 11.2 Options granted with the Exercise Price set at a discount to Market Price shall only be exercisable, in whole or in part (provided that an Option may be exercised in part only in respect of 1,000 Shares or any multiple thereof), at any time, by a Participant after the second anniversary from the Offer Date of that Option, provided always that the Options shall be exercised before the tenth anniversary of the relevant Offer Date, or such earlier date as may be determined by the Committee, failing which all unexercised Options shall immediately lapse and become null and void and a Participant shall have no claim against the Company. 11.3 An Option shall, to the extent unexercised, immediately lapse and become null and void and a Participant shall have no claim against the Company: (a) subject to Rules 11.4, 11.5 and 11.6, upon the Participant ceasing to be in the employment of the Company or any of the companies within the Group for any reason whatsoever; or upon the bankruptcy of the Participant or the happening of any other event which result in his being deprived of the legal or beneficial ownership of such Option; or in the event of misconduct on the part of the Participant, as determined by the Committee in its absolute discretion.

    (b)

    (c)

    For the purpose of Rule 11.3(a), a Participant shall be deemed to have ceased to be so employed as of the date the notice of termination of employment is tendered by or is given to him, unless such notice shall be withdrawn prior to its effective date. For the avoidance of doubt, no Option shall lapse pursuant to Rule 11.3(a) in the event of any transfer of employment of a Participant within the Group or upon the cessation of employment of a Group Executive Director who shall continue to serve as a Group Non-Executive Director.

    - I-8 -

    APPENDIX I RULES OF THE TEE LAND EMPLOYEE SHARE OPTION SCHEME


    11.4 If a Participant ceases to be employed by the Group by reason of his: (a) ill health, injury or disability, in each case, as certified by a medical practitioner approved by the Committee; redundancy; retirement at or after the legal retirement age; retirement before that the legal retirement age with the consent of the Committee; or

    (b) (c) (d)

    any other reason approved in writing by the Committee, he may, at the absolute discretion of the Committee exercise any unexercised Option within the relevant Option Period and upon the expiry of such period, the Option shall immediately lapse and become null and void. 11.5 If a Participant ceases to be employed by a Subsidiary or Group Associated Company: (a) by reason of the Subsidiary or Group Associated Company, by which he is principally employed ceasing to be a company within the Group or the undertaking or part of the undertaking of such Subsidiary or Group Associated Company, being transferred otherwise than to another company within the Group; or for any other reason, provided the Committee gives its consent in writing, he may, at the absolute discretion of the Committee, exercise any unexercised Options within the relevant Option Period and upon the expiry of such period,

    (b)

    he may, at the discretion of the Committee, exercise any Option then remaining unexercised in the manner and at the times provided in Rules 11.1 or 11.2, or within such other period during the Option Period as may be determined by the Committee in its absolute discretion. 11.6 If a Participant dies and at the date of his death holds any unexercised Option, such Option may, at the absolute discretion of the Committee, be exercised by the duly appointed legal personal representatives of the Participant within the relevant Option Period and upon the expiry of such period, the Option shall immediately lapse and become null and void. 11.7 If a Participant, who is also an Executive Director, ceases to be a Director for any reason whatsoever, he may, at the absolute discretion of the Committee, exercise any unexercised Option within the relevant Option Period and upon the expiry of such period, the Option shall immediately lapse and become null and void. 12. EXERCISE OF OPTIONS, ALLOTMENT AND LISTING OF SHARES

    12.1 An Option may be exercised, in whole or in part (provided that an Option may be exercised in part only in respect of 1,000 Shares or any multiple thereof), by a Participant giving notice in writing to the Company in or substantially in the form set out in Schedule C (the Exercise Notice), subject to such amendments as the Committee may from time to time determine. Every Exercise Notice must be accompanied by a remittance for the full amount of the aggregate Exercise Price in respect of the Shares which have been exercised under the Option, the relevant CDP charges (if any) and any other documentation the Committee may require. All payments shall be made by cheque, cashiers order, bank draft or postal order made out in favour of the Company. An Option shall be deemed to be exercised upon the receipt by the Company of the abovementioned Notice duly completed and the receipt by the Company of the full amount of the aggregate Exercise Price in respect of the Shares which have been exercised under the Option.

    - I-9 -

    APPENDIX I RULES OF THE TEE LAND EMPLOYEE SHARE OPTION SCHEME


    12.2 Subject to: (a) such consents or other actions required by any competent authority under any regulations or enactments for the time being in force as may be necessary; and compliance with the Rules, the Companies Act and the Memorandum of Association of the Company,

    (b)

    the Company shall, as soon as practicable after the exercise of an Option by a Participant but in any event within ten (10) Market Days after the date of the exercise of the Option in accordance with Rule 12.1, allot the Shares in respect of which such Option has been exercised by the Participant and within five (5) Market Days from the date of such allotment, despatch the relevant share certificates to CDP for the credit of the Securities Account of that Participant by ordinary post or such other mode of delivery as the Committee may deem fit. 12.3 The Company shall, if necessary, as soon as practicable after the exercise of an Option, apply for the listing and quotation of the Shares which may be issued upon exercise of the Option and the Shares (if any) which may be issued to the Participant pursuant to any adjustments made in accordance with Rule 10. 12.4 Shares which are allotted on the exercise of an Option by a Participant shall be issued in the name of, or transferred to, CDP to the credit of either: (a) (b) (c) the Securities Account of the Participant maintained with CDP; the securities sub-account of that Participant maintained with a CDP Depository Agent; or the CPF investment account maintained with a CPF agent bank.

    12.5 Shares allotted and issued upon the exercise of an Option shall be subject to all provisions of the Memorandum and Articles of Association of the Company and shall rank pari passu in all respects with the then existing issued Shares in the capital of the Company except for any dividends, rights, allotments or other distributions, the Record Date for which is prior to the date such Option is exercised. 12.6 The Company shall keep available sufficient unissued Shares to satisfy the full exercise of all Options for the time being remaining capable of being exercised. 13. MODIFICATIONS TO THE ESOS

    13.1 Any or all the provisions of the ESOS may be modified and/or altered at any time and from time to time by resolution of the Committee, except that: (a) any modification or alteration which shall alter adversely the rights attaching to any Option granted prior to such modification or alteration and which in the opinion of the Committee, materially alters the rights attaching to any Option granted prior to such modification or alteration may only be made with the consent in writing of such number of Participants who, if they exercised their Options in full, would thereby become entitled to not less than threequarters (3/4) of the total number of Shares which would fall to be allotted upon exercise in full of all outstanding Options; any modification or alteration which would be to the advantage of Participants under the ESOS shall be subject to the prior approval of the Shareholders in general meeting; and no modification or alteration shall be made without due compliance with the Listing Manual, the approval of the SGX-ST and such other regulatory authorities as may be necessary.

    (b)

    (c)

    - I-10 -

    APPENDIX I RULES OF THE TEE LAND EMPLOYEE SHARE OPTION SCHEME


    For the purposes of Rule 13.1(a), the opinion of the Committee as to whether any modification or alteration would alter adversely the rights attaching to any Option shall be final and conclusive. 13.2 Notwithstanding anything to the contrary contained in Rule 13.1, the Committee may at any time by resolution (and without other formality) amend or alter the ESOS in any way to the extent necessary to cause the ESOS to comply with any statutory provision or the provision or the regulations of any regulatory or other relevant authority or body. 13.3 Written notice, in the manner set out in Rule 17, of any modification or alteration made in accordance with this Rule 13 shall be given to all Participants. 14. DURATION OF THE ESOS

    14.1 The ESOS shall continue to be in force at the discretion of the Committee, subject to a maximum period of 10 (ten) years, commencing on the date on which the ESOS is adopted by the Company in general meeting. Subject to compliance with any applicable laws and regulations in Singapore, the ESOS may be continued beyond the above stipulated period with the approval of the Shareholders by ordinary resolution at a general meeting and of any relevant authorities which may then be required. 14.2 The ESOS may be terminated at any time at the discretion of the Committee or by ordinary resolution of the Shareholders at a general meeting subject to all other relevant approvals which may be required and if the ESOS is so terminated, no further Options shall be offered by the Company hereunder. 14.3 The termination, discontinuance or expiry of the ESOS shall be without prejudice to the rights accrued to Options which have been granted and accepted as provided in Rule 8, whether such Options have been exercised (whether fully or partially) or not. 15. TAKE-OVER AND WINDING UP OF THE COMPANY

    15.1 In the event of a take-over offer being made for the Company, Participants (including Participants holding Options which are then not exercisable pursuant to the provisions of Rules 11.1 and 11.2) holding Options as yet unexercised shall, notwithstanding Rules 11 and 12 but subject to Rule 15.5, be entitled to exercise such Options in full or in part during the period commencing on the date on which such offer is made or, if such offer is conditional, the date on which the offer becomes or is declared unconditional, as the case may be, and ending on the earlier of (a) the expiry of six (6) months thereafter, unless prior to the expiry of such six (6) month period, at the recommendation of the offeror and with the approvals of the Committee, such expiry date is extended to a later date (being a date falling not later than the date of expiry of the Option Period relating thereto); or the date of the expiry of the Option Period relating thereto,

    (b)

    whereupon any Option then remaining unexercised shall immediately lapse and become null and void. Provided always that if during such period the offeror becomes entitled or bound to exercise the rights of compulsory acquisition of the Shares under the provisions of the Act and, being entitled to do so, gives notice to the Participants that it intends to exercise such rights on a specified date, the Option shall remain exercisable by the Participants until such specified date or the expiry of the Option Period relating thereto, whichever is earlier. Any Option(s) not so exercised by the said specified date shall lapse and become null and void, provided that the rights of acquisition or obligation to acquire stated in the notice shall have been exercised or performed, as the case may be. If such rights of acquisition or obligations have not been exercised or performed, all Options shall, subject to Rule 11.3, remain exercisable until the expiry of the Option Period. For the avoidance of doubt, the provisions under this Rule 15.1 shall not come into operation in the event that a take-over offer which is conditional does not or is not declared conditional. - I-11 -

    APPENDIX I RULES OF THE TEE LAND EMPLOYEE SHARE OPTION SCHEME


    15.2 If, under any applicable laws, the court sanctions a compromise or arrangement proposed for the purposes of, or in connection with, a scheme for the reconstruction of the Company or its amalgamation with another corporation or corporations, Participants (including Participants holding Options which are then not exercisable pursuant to the provisions of Rule 11.1 and 11.2) shall notwithstanding Rules 11 and 12 but subject to Rule 15.5, be entitled to exercise any Option then held by them during the period commencing on the date upon which the compromise or arrangement is sanctioned by the court and ending either on the expiry of sixty (60) days thereafter or the date upon which the compromise or arrangement becomes effective, whichever is later (but not after the expiry of the Option Period relating thereto), whereupon any unexercised Option shall lapse and become null and void, provided always that the date of exercise of any Option shall be before the expiry of the relevant Option Period. 15.3 If an order or an effective resolution is passed for the winding up of the Company on the basis of its insolvency, all Options, to the extent unexercised, shall lapse and become null and void. 15.4 In the event a notice is given by the Company to its members to convene a general meeting for the purposes of considering and, if thought fit, approving a resolution to voluntarily wind up the Company, the Company shall on the same date as or soon after it despatches such notice to each member of the Company give notice thereof to all Participants (together with a notice of the existence of the provision of this Rule 15.4) and thereupon, each Participant (or his personal representative) shall be entitled to exercise all or any of his Options at any time not later than two (2) business days prior to the proposed general meeting of the Company by giving notice in writing to the Company, accompanied by a remittance for the full amount of the aggregate Exercise Price for the shares in respect of which the notice is given whereupon the Company shall as soon as possible and in any event, no later than the business day immediately prior to the date of the proposed general meeting referred to above, allot the relevant Shares to the Participant credited as fully paid. 15.5 If in connection with the making of a general offer referred to in Rule 15.1 above or the scheme referred to in Rule 15.2 above or the winding up referred to in Rule 15.4 above, arrangements are made (which are confirmed in writing by the Auditors, acting only as experts and not as arbitrators, to be fair and reasonable) for the compensation of Participants, whether by the continuation of their Options or the payment of cash or the grant of other options or otherwise, a Participant holding an Option, which is not then exercisable, may not, at the discretion of the Committee, be permitted to exercise that Option as provided for in this Rule 15. 15.6 If the events stipulated in this Rule 15 should occur, to the extent that an Option is not exercised within the respective periods referred to herein in this Rule 15, it shall lapse and become null and void. 16. ADMINISTRATION OF THE ESOS

    16.1 The ESOS shall be administered by the Committee in its absolute discretion with such powers and duties as are conferred upon it by the Board, provided that no member of the Committee shall participate in any deliberation or decision in respect of Options to be granted to him or held by him. 16.2 The Committee shall have the power, from time to time, to make or vary such regulations (not being inconsistent with the ESOS) as it may consider necessary, desirable or expedient for it to administer and give effect to the ESOS. 16.3 Any decision of the Committee, made pursuant to any Rule of the ESOS (other than a matter to be certified by the Auditors), shall be final and binding (including any decisions pertaining to disputes as to the interpretation of the Rules of the ESOS or any rule, regulation or procedure thereunder or as to any rights under the ESOS).

    - I-12 -

    APPENDIX I RULES OF THE TEE LAND EMPLOYEE SHARE OPTION SCHEME


    16.4 Subject to prevailing legislation and the rules of the Listing Manual, the Company will have the flexibility to deliver Shares to Participants upon exercise of their Options by way of: (a) (b) an issue of new Shares; and/or subject to applicable laws, the purchase of existing Shares.

    16.5 In determining whether to issue new Shares or to purchase existing Shares for delivery to Participants upon the exercise of their Options, the Company will take into account factors such as, but not limited to: (a) (b) (c) the number of Shares to be delivered; the prevailing Market Price of the Shares; and the cost to the Company of either issuing new Shares or purchasing existing Shares.

    16.6 Neither the ESOS nor the grant of Options under the ESOS shall impose on the Company or the Committee any liability whatsoever in connection with: (a) (b) the lapsing or early expiry of any Options pursuant to any provision of the ESOS; the failure or refusal by the Committee to exercise, or the exercise by the Committee of, any discretion under the ESOS; and/or any decision or determination of the Committee made pursuant to any provision of the ESOS.

    (c)

    17.

    NOTICES

    17.1 Any notice given by a Participant to the Company shall be sent by post or delivered to the registered office of the Company or such other address as may be notified by the Company to the Participant in writing. 17.2 Any notices or documents required to be given to a Participant or any correspondence to be made between the Company and the Participant shall be given or made by the Committee (or such person(s) as it may from time to time direct) on behalf of the Company and shall be delivered to him by hand or sent to him at his home address according to the records of the Company or at the last known address of the Participant and if sent by post, shall be deemed to have been given on the day following the date of posting. 18. TERMS OF EMPLOYMENT UNAFFECTED

    18.1 The ESOS or any Option shall not form part of any contract of employment between the Company or any Subsidiary or any Group Associated Company (as the case may be) and any Participant and the rights and obligations of any individual under the terms of the office or employment with such company within the Group shall not be affected by his participation in the ESOS or any right which he may have to participate in it or any Option which he may hold and the ESOS or any Option shall afford such an individual no additional rights to compensation or damages in consequence of the termination of such office or employment for any reason whatsoever. 18.2 The ESOS shall not confer on any person any legal or equitable rights (other than those constituting the Options themselves) against the Company and/or any Subsidiary and/or any Group Associated Company directly or indirectly, or give rise to any cause of action at law or in equity against the Company or any Subsidiary or any Group Associated Company.

    - I-13 -

    APPENDIX I RULES OF THE TEE LAND EMPLOYEE SHARE OPTION SCHEME


    19. TAXES All taxes (including income tax) arising from the grant and/or disposal of Shares pursuant to the exercise of the Option(s) granted to any Participant under the ESOS shall be borne by that Participant, unless otherwise determined by the Committee. 20. COSTS AND EXPENSES OF THE ESOS

    20.1 Each Participant shall be responsible for all fees of CDP relating to or in connection with the issue and allotment of any Shares pursuant to the exercise of any Option in CDPs name, the deposit of share certificate(s) with CDP, the Participants Securities Account with CDP or the Participants securities sub-account with a Depository Agent or CPF investment account with a CPF agent bank and all taxes referred to in Rule 19 which shall be payable by the relevant Participant. 20.2 Save for such costs and expenses expressly provided in the Rules to be payable by the Participants, all fees, costs and expenses incurred by the Company in relation to the ESOS including but not limited to the fees, costs and expenses relating to the allotment and issue of Shares pursuant to the exercise of any Option shall be borne by the Company. 21. CONDITION OF OPTION Every Option shall be subject to the condition that no Shares shall be issued pursuant to the exercise of an Option if such issue would be contrary to any law or enactment, or any rules or regulations of any legislative or non-legislative governing body for the time being in force in Singapore or any other relevant country. 22. DISCLAIMER OF LIABILITY Notwithstanding any provisions herein contained and subject to the Companies Act, the Board, the Committee and the Company shall not under any circumstances be held liable for any costs, losses, expenses and damages whatsoever and howsoever arising in respect of any matter under or in connection with the ESOS, including but not limited to the Companys delay in allotting and issuing the Shares or in applying for or procuring the listing of the Shares on the Mainboard of the SGX-ST (or any other relevant stock exchange). 23. DISCLOSURE IN ANNUAL REPORT The following disclosures (as applicable) will be made by the Company in its annual report for so long as the ESOS continues in operation: (a) (b) the names of the members of the Committee administering the ESOS; the information required in the table below for the following Participants (which for the avoidance of doubt, shall include Participants who have exercised all their Options in any particular financial year): (i) Directors of the Company; and

    - I-14 -

    APPENDIX I RULES OF THE TEE LAND EMPLOYEE SHARE OPTION SCHEME


    (ii) Participants, other than those in paragraph (i) above, who have received Shares, pursuant to the exercise of Options granted under the ESOS which, in aggregate represent five per cent. (5%) or more of the total number of Shares available under the ESOS;
    Name of Participant Options granted Aggregate Options Aggregate Options during financial granted since exercised since year under review commencement of commencement of (including terms) the ESOS to end the ESOS to end of financial year of financial year under review under review Aggregate Options outstanding as at end of financial year under review

    (c)

    the number and proportion of Options granted at the following discounts to average market value of the Shares in the financial year under review: (i) (ii) Options granted at up to 10% discount; and Options granted at between 10% but not more than 20% discount.

    (d)

    such other information as may be required by the Listing Manual or the Companies Act,

    provided that if any of the above requirements is not applicable, an appropriate negative statement shall be included in the annual report. 24. ABSTENTION FROM VOTING Shareholders who are eligible to participate in the ESOS must abstain from voting on any resolution relating to the ESOS, including resolutions pertaining to (a) the implementation of the ESOS; and (b) discount quantum of the ESOS. 25. DISPUTES Any disputes or differences of any nature arising hereunder shall be referred to the Committee and its decision shall be final and binding in all respects. 26. GOVERNING LAW The ESOS shall be governed by, and construed in accordance with, the laws of the Republic of Singapore. The Participants, by accepting Options in accordance with the ESOS, and the Company submit to the exclusive jurisdiction of the courts of the Republic of Singapore.

    - I-15 -

    APPENDIX I RULES OF THE TEE LAND EMPLOYEE SHARE OPTION SCHEME


    Schedule A TEE LAND EMPLOYEE SHARE OPTION SCHEME

    LETTER OF OFFER

    Serial No: Date: To: [Name] [Designation] [Address]

    Private and Confidential Dear Sir/Madam, 1. We have the pleasure of informing you that, pursuant to the TEE Land Employee Share Option Scheme (the ESOS), you have been nominated to participate in the ESOS by the Committee (the Committee) appointed by the Board of Directors of TEE Land Limited (the Company) to administer the ESOS. Terms as defined in the Rules of the ESOS shall have the same meaning when used in this letter. Accordingly, in consideration of the payment of a sum of S$1.00, an offer is hereby made to grant you an option (the Option), to subscribe for and be allotted Shares at the price of S$ per Share. The Option is personal to you and shall not be transferred, charged, pledged, assigned or otherwise disposed of by you, in whole or in part, except with the prior approval of the Committee. The Option shall be subject to the terms of the ESOS, a copy of which is available for inspection at the business address of the Company. If you wish to accept the offer of the Option on the terms of this letter, please sign and return the enclosed Acceptance Form with a sum of S$1.00 not later than 5.00 p.m. on , failing which this offer will lapse.

    2.

    3.

    4.

    5.

    Yours faithfully, For and on behalf of TEE Land Limited

    Name: Designation:

    - I-16 -

    APPENDIX I RULES OF THE TEE LAND EMPLOYEE SHARE OPTION SCHEME


    Schedule B TEE LAND EMPLOYEE SHARE OPTION SCHEME

    ACCEPTANCE FORM

    Serial No: Date: To: The Committee TEE Land Employee Share Option Scheme TEE Land Limited [insert address]

    Closing Date for Acceptance of Offer : Number of Shares Offered Exercise Price for each Share Total Amount Payable : : : S$ S$

    I have read your Letter of Offer dated and agree to be bound by the terms of the Letter of Offer and ESOS referred to therein. Terms defined in your Letter of Offer shall have the same meanings when used in this Acceptance Form. I hereby accept the Option to subscribe for Shares at S$ per Share. I enclose cash for S$1.00 in payment for the purchase of the Option/I authorize my employer to deduct the sum of S$1.00 from my salary in payment for the purchase of the Option. I understand that I am not obliged to exercise the Option. I confirm that my acceptance of the Option will not result in the contravention of any applicable law or regulation in relation to the ownership of shares in the Company or options to subscribe for such shares. I further acknowledge and confirm that you have not made any representation to induce me to accept the offer in respect of the said Option and that the terms of the Letter of Offer and this Acceptance Form constitute the entire agreement between us relating to the offer.

    - I-17 -

    APPENDIX I RULES OF THE TEE LAND EMPLOYEE SHARE OPTION SCHEME


    Please print in block letters Name in full Designation Address Nationality *NRIC/Passport No. Signature Date
    Note: * Delete where inapplicable

    : : : : : : :

    - I-18 -

    APPENDIX I RULES OF THE TEE LAND EMPLOYEE SHARE OPTION SCHEME


    Schedule C TEE LAND EMPLOYEE SHARE OPTION SCHEME

    EXERCISE NOTICE

    Total number of ordinary shares (the Shares) offered at S$ per shares (the Exercise Price) under the ESOS on (Date of Grant) Number of Shares previously allotted thereunder Outstanding balance of Shares to be allotted thereunder Number of Shares now to be subscribed To: The Committee TEE Land Employee Share Option Scheme TEE Land Limited [insert address]

    : :

    : :

    1.

    Pursuant to your Letter of Offer dated exercise the Option to subscribe for Company) at S$ per Share.

    and my acceptance thereof, I hereby Shares in TEE Land Limited (the

    2.

    I enclose a *cheque/cashiers order/bankers draft/postal order no. of subscription for the total number of the said Shares.

    for S$ by way

    3.

    I agree to subscribe for the said Shares subject to the terms of the Letter of Offer, the TEE Land Employee Share Option Scheme and the Memorandum and Articles of Association of the Company. I declare that I am subscribing for the said Shares for myself and not as a nominee for any other person. I request the Company to allot and issue the Shares in the name of The Central Depository (Pte) Limited (CDP) for credit of my *Securities Account with CDP/Sub-Account with the Depository Agent/CPF investment account with my Agent Bank specified below and I hereby agree to bear such fees or other charges as may be imposed by CDP in respect thereof.

    4.

    5.

    - I-19 -

    APPENDIX I RULES OF THE TEE LAND EMPLOYEE SHARE OPTION SCHEME


    Please print in block letters Name in full Designation Address Nationality *NRIC/Passport No. : : : : :

    *Direct Securities Account No. : OR *Sub Account No. Name of Depository Agent OR *CPF Investment Account No. : Name of Agent Bank Signature Date
    Note: * Delete where inapplicable

    : :

    : : :

    - I-20 -

    APPENDIX J: VALUATION REPORTS

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    Valuation Certificate
    For: Peach Garden Residential Land
    Khang An Project, Phu Huu Ward, District 9, HCMC, Vietnam

    To: TEE Property Pte. Ltd.

    2024 Bukit Batok Street 23 #03-48 Singapore 659529 Date of Valuation Report: 5 February 2013

    DTZ Debenham Tie Leung (Vietnam) Co. Ltd R.2706-7 Saigon Trade Centre 37 Ton Duc Thang Street District 1, HCMC Vietnam Ph: +84 3910 3069 Fax: +84 3911 5295 PRIVATE & CONFIDENTIAL www.dtz.com

    - J-58 -

    APPENDIX J: VALUATION REPORTS


    Valuation Certificate | Peach Garden Residential Land

    Valuation Certificate
    Valuation Report Date Inspection Date Valuation Date Address Client Purpose of Valuation : : : : : : 5 February 2013. 5 February 2013. 30 November 2012. Lot B2, Khang An Project, Phu Huu Ward, District 9, HCMC, Vietnam. TEE Property Pte. Ltd. To determine the market value with development approval of the Subject Property as at 30 November 2012 for initial public offering purposes. Long term. Information unavailable. 6,029 sq metres, equivalent to 64,893.5 sq feet. 9,043 sq metres, equivalent to 97,338.1 sq feet. According to information provided by the Client, the Subject Property comprises 37 single residential plots, totalling 6,028.8 sq m land within Khang An Project where internal roads have been provided. The subject site has a regular shape and normal topography, with no obvious impediments to development. The surrounding area is currently used for residential and new township purposes. We have been informed that Land Use Rights Certificate No. AQ 225664 to AQ 225700 for long term residential use are in possession of Viet Tee Co. Ltd. Investment License No. 41102200064 dated 14 October 2011, allowing construction and trading of 37 villas and townhouses Decision No. 56/QD-UBND dated 30 March 2010 by Peoples Committee of District 9, HCMC for 1/500 plan approval in Phu Huu Ward. The Subject Property is located within this plan with permitted site coverage of 50%, height limit of 3 storeys. We have assumed that all information supplied by the Client is correct and necessary approvals for any development at the Subject Property have been obtained, in order, legal and valid. Basis of Valuation : Market Value of Land with development approval for 37 residential villas

    Interest Valued Master Plan Zoning Land Area Proposed Saleable Floor Area Brief Description

    : : : : :

    Legal Documentation

    Peach Garden, District 9, HCMC, Vietnam Ref: Tee Property 2/2013

    - J-59 -

    APPENDIX J: VALUATION REPORTS


    Valuation Certificate | Peach Garden Residential Land

    Valuation Certificate
    Valuation Approaches : Direct Comparison Approach and Residual Approach, with equal weighting applied to each: Comparison Approach Valuation $3,220,000 Residual Approach Valuation $3,250,000

    Valuation We are of the opinion that the market value of the subject property, subject to vacant possession and free from all encumbrances and subject to the assumptions outlined in the accompanying valuation report, as at 30 November 2012 is as follows: USD$3,240,000 (Three Million Two Hundred and Forty Thousand United States Dollars)
    This assessment is VAT exclusive.

    for and on behalf of DTZ Debenham Tie Leung (Vietnam) Ltd.

    Danny Dao, GAPI Certified Practicing Valuer Registered Valuer No. VAL012299 Director Valuation, Research & Consultancy. IMPORTANT NOTE: All information provided in this certificate is wholly reliant on and must be read in conjunction with the valuation report dated 5 February 2013. It is a synopsis only designed to provide a brief overview and must not be acted on in isolation.

    Peach Garden, District 9, HCMC, Vietnam Ref: Tee Property 2/2013

    - J-60 -

    TEE LAND LIMITED


    (Incorporated in the Republic of Singapore) (Company Registration Number 201230851R)

    Blk 2024 Bukit Batok Street 23 #03-26 Singapore 659529

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