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					This is a Preliminary Prospectus. The information contained herein is not complete and is subject to further amendments and completion in the final prospectus to be registered by the Authority. Under no circumstances shall this Preliminary Prospectus constitute an
offer to sell or any solicitation of an offer to buy any securities, nor shall there be any sale of securities on the basis of this Preliminary Prospectus in any jurisdiction. This Preliminary Prospectus has been lodged with the Authority who takes no responsibility for its
contents. Certain information (including dates and times) and statements in this Preliminary Prospectus refer to events which have not occurred or been completed, and may or may not have been completed by the time the final prospectus is registered by the
Authority, which may or may not occur. We may not sell the Invitation Shares until this Prospectus is delivered in final form. A person to whom a copy of this Preliminary Prospectus is issued must not circulate this copy to any other person. By accepting this
                                                                                                                                                                                                                                                                                     THIS IS A PRELIMINARY PROSPECTUS AND IS SUBJECT TO FURTHER AMENDMENTS AND COMPLETION IN THE FINAL PROSPECTUS TO
                                                                                                                                                                                                                                                                                     BE REGISTERED BY THE MONETARY AUTHORITY OF SINGAPORE (“AUTHORITY”). THIS PRELIMINARY PROSPECTUS DATED
                                                                                                                                                                                                                                                                                     22 SEPTEMBER 2011 HAS BEEN LODGED WITH THE AUTHORITY ON 22 SEPTEMBER 2011.

                                                                                                                                                                                                                                                                                     IMPORTANT NOTE

                                                                                                                                                                                                                                                                                     Neither this Preliminary Prospectus nor any copy of it may be taken or transmitted into any country where the distribution or dissemination of this
                                                                                                                                                                                                                                                                                     Preliminary Prospectus is prohibited.

                                                                                                                                                                                                                                                                                     This Preliminary Prospectus is being furnished to you on a confidential basis and solely for your information, and may not be reproduced, disclosed,
                                                                                                                                                                                                                                                                                     circulated or otherwise distributed to any other person. By accepting this Preliminary Prospectus, you agree to be bound by the limitations and
                                                                                                                                                                                                                                                                                     restrictions described herein.

                                                                                                                                                                                                                                                                                     This Preliminary Prospectus does not constitute an offer or invitation to subscribe for and/or purchase any securities and neither this Preliminary
                                                                                                                                                                                                                                                                                     Prospectus nor anything contained herein shall form the basis of any contract or commitment whatsoever. No person shall be bound to enter into any
                                                                                                                                                                                                                                                                                     contract or binding legal commitment and no monies or other form of consideration is to be accepted on the basis of this Preliminary Prospectus. No
                                                                                                                                                                                                                                                                                     offer or invitation to subscribe for and/or purchase any securities to which this Preliminary Prospectus relates shall be made or received on
                                                                                                                                                                                                                                                                                     the basis of this Preliminary Prospectus. No agreement to subscribe for and/or purchase any securities to which this Preliminary Prospectus
                                                                                                                                                                                                                                                                                     relates shall be made on the basis of this Preliminary Prospectus. This Preliminary Prospectus does not constitute an offer or invitation in relation to
                                                                                                                                                                                                                                                                                     any securities to which this Preliminary Prospectus relates in any place in which or to any person to whom, it would be unlawful to make such an offer or
                                                                                                                                                                                                                                                                                     invitation. The information in this Preliminary Prospectus is subject to further verification of, and updating, revision, amendments and completion in the
                                                                                                                                                                                                                                                                                     final prospectus. Any decision to subscribe for and/or purchase securities must be made solely on the basis of information contained in the final
                                                                                                                                                                                                                                                                                     prospectus or other offering document which may be issued by TA Corporation Ltd, which information may be different from the information contained in
                                                                                                                                                                                                                                                                                     this Preliminary Prospectus.

                                                                                                                                                                                                                                                                                     This Preliminary Prospectus has been lodged with the Authority. This Prospectus in its final form may be registered with the Authority between the 14th
                                                                                                                                                                                                                                                                                     and 21st day (both dates inclusive) from the date of lodgement of this Preliminary Prospectus provided that the Prospectus in its final form is lodged with
                                                                                                                                                                                                                                                                                     the Authority unless the Authority extends the period (the “Exposure Period”), and upon the provision of certain information by us to the Authority
                                                                                                                                                                                                                                                                                     required under the Securities and Futures Act (Cap. 289) of Singapore. The purpose of this Exposure Period is to enable the examination of this
                                                                                                                                                                                                                                                                                     Preliminary Prospectus by investors and market participants prior to raising of funds. The examination may result in identification of deficiencies in this
                                                                                                                                                                                                                                                                                     Preliminary Prospectus and in these circumstances, this Preliminary Prospectus may be amended. Any reference in this document to the term
                                                                                                                                                                                                                                                                                     “Prospectus” shall, unless the context otherwise requires, refer to “Preliminary Prospectus”.

                                                                                                                                                                                                                                                                                     PROSPECTUS DATED [ ] 2011
                                                                                                                                                                                                                                                                                     (registered by the Monetary Authority of Singapore on [ ] 2011)
                                                                                                                                                                                                                                                                                     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 TA Corporation Ltd (the “Company”) already issued (including the Vendor Shares as defined herein) and the new
                                                                                                                                                                                                                                                                                     Shares (the “New Shares”) which are the subject of this Invitation (as defined herein). 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 and the New Shares will be in Singapore dollars.

                                                                                                                                                                                                                                                                                     Acceptance of applications will be conditional upon, amongst others, permission being granted by the SGX-ST to deal in and for quotation of all our
                                                                                                                                                                                                                                                                                     existing issued Shares (including the Vendor Shares) and the New Shares. If the completion of the Invitation does not occur because such permission is
                                                                                                                                                                                                                                                                                     not granted or for any other reason, 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 us, the Vendors, the Issue Manager, the Joint Underwriters
                                                                                                                                                                                                                                                                                     and the Joint Placement Agents (as defined herein).

                                                                                                                                                                                                                                                                                     The SGX-ST assumes no responsibility for the correctness of any of the statements made, opinions expressed or reports contained 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 Shares
                                                                                                                                                                                                                                                                                     (including the Vendor Shares) or the New Shares.

                                                                                                                                                                                                                                                                                     A copy of this Prospectus, together with a copy of the Application Forms, has been lodged with and registered by the Monetary Authority of Singapore
                                                                                                                                                                                                                                                                                     (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 (Cap. 289) of Singapore, or any other legal or regulatory requirements, have been complied with. The Authority
                                                                                                                                                                                                                                                                                     has not, in anyway, considered the merits of our Shares or the New Shares, as the case may be, being offered or in respect of which an invitation is
                                                                                                                                                                                                                                                                                     made, for investment. We have not lodged or registered this Prospectus in any other jurisdiction.

                                                                                                                                                                                                                                                                                     Investing in our Shares involves risks which are described in the section entitled “Risk Factors” of this Prospectus.

                                                                                                                                                                                                                                                                                     No Shares shall be allocated and/or allotted on the basis of this Prospectus later than six (6) months after the date of registration of this
                                                                                                                                                                                                                                                                                     Prospectus by the Authority.
Preliminary Prospectus, you agree to be bound by the restrictions set out herein.




                                                                                                                                                                                                                                                                                                                                              TA CORPORATION LTD
                                                                                                                                                                                                                                                                                                                                         (Incorporated in the Republic of Singapore on 7 March 2011)
                                                                                                                                                                                                                                                                                                                                                   (Company Registration No. 201105512R)


                                                                                                                                                                                                                                                                                     Invitation in respect of [ ] Invitation Shares comprising [ ] New Shares and [ ] Vendor Shares as follows:
                                                                                                                                                                                                                                                                                     (1)    [ ] Offer Shares at S$[ ] for each Offer Share by way of public offer; and
                                                                                                                                                                                                                                                                                     (2)    [ ] Placement Shares at S$[ ] for each Placement Share by way of placement,
                                                                                                                                                                                                                                                                                     payable in full on application.

                                                                                                                                                                                                                                                                                                                                                              Issue Manager




                                                                                                                                                                                                                                                                                                                                           Joint Underwriters and Joint Placement Agents




                                                                                                                                                                                                                                                                                     Applications should be received by 12.00 noon on [ ] or such other time and date as our Company may in consultation with the Issue Manager, the Joint
                                                                                                                                                                                                                                                                                     Underwriters and the Joint Placement Agents, decide, subject to any limitation under all applicable laws.
                                                        TABLE OF CONTENTS

CORPORATE INFORMATION ............................................................................................                       4
DEFINITIONS ......................................................................................................................       7
GLOSSARY OF TECHNICAL TERMS ................................................................................                             16
CAUTIONARY NOTES REGARDING FORWARD-LOOKING STATEMENTS ..................                                                                 19
SELLING RESTRICTIONS ..................................................................................................                 21
DETAILS OF INVITATION ..................................................................................................                22
  LISTING ON THE SGX-ST..............................................................................................                   22
  INDICATIVE TIMETABLE FOR LISTING ........................................................................                             27
PROSPECTUS SUMMARY ................................................................................................                     28
  OVERVIEW OF OUR GROUP ........................................................................................                        28
  OUR COMPETITIVE STRENGTHS ................................................................................                            28
  OUR FINANCIAL PERFORMANCE................................................................................                             29
  OUR BUSINESS STRATEGIES AND FUTURE PLANS ................................................                                             30
  OUR CONTACT DETAILS ..............................................................................................                    30
THE INVITATION ................................................................................................................         31
INVITATION STATISTICS ....................................................................................................              32
VALUATION ........................................................................................................................      34
RISK FACTORS ..................................................................................................................         36
  RISKS RELATING TO OUR GROUP IN GENERAL ......................................................                                         36
  RISKS RELATING TO OUR REAL ESTATE DEVELOPMENT BUSINESS ....................                                                           43
  RISKS RELATING TO OUR CONSTRUCTION BUSINESS ..........................................                                                46
  RISKS RELATING TO THE PRC FACED BY OUR PRC ASSOCIATE ..........................                                                       52
  RISKS RELATING TO CAMBODIA FACED BY OUR SUBSIDIARY IN CAMBODIA
  AND OUR CAMBODIAN ASSOCIATE ............................................................................                              56
  RISKS RELATING TO INDIA ..........................................................................................                    60
  RISKS RELATING TO AN INVESTMENT IN OUR SHARES ........................................                                                63
USE OF PROCEEDS FROM THE INVITATION AND EXPENSES INCURRED ................                                                               66
MANAGEMENT, UNDERWRITING AND PLACEMENT ARRANGEMENTS ....................                                                                 68
CAPITALISATION AND INDEBTEDNESS..........................................................................                                71
DIVIDEND POLICY..............................................................................................................           75
DILUTION ............................................................................................................................   76
RESTRUCTURING EXERCISE ..........................................................................................                       77
GROUP STRUCTURE ........................................................................................................                79
SHARE CAPITAL ................................................................................................................          83
SHAREHOLDERS ..............................................................................................................             87
  VENDORS ......................................................................................................................        88
  MORATORIUM ................................................................................................................           88
GENERAL INFORMATION ON OUR GROUP....................................................................                                     89
  HISTORY ........................................................................................................................       89
  OUR BUSINESS..............................................................................................................             90
  OPERATION PROCESS ................................................................................................                    104
  QUALITY ASSURANCE ..................................................................................................                  110
  WORK PLACE ENVIRONMENTAL, HEALTH AND SAFETY MEASURES ....................                                                             111



                                                                       1
                                                        TABLE OF CONTENTS

    CORPORATE SOCIAL RESPONSIBILITY ....................................................................                                111
    AWARDS AND ACCREDITATIONS ................................................................................                          112
    PRODUCTION FACILITY ................................................................................................                114
    RESEARCH AND DEVELOPMENT................................................................................                            114
    INTELLECTUAL PROPERTY..........................................................................................                     114
    SEASONALITY................................................................................................................         115
    GOVERNMENT REGULATIONS ....................................................................................                         115
    INSURANCE....................................................................................................................       126
    BUSINESS DEVELOPMENT, SALES AND MARKETING..............................................                                             126
    INVENTORY MANAGEMENT ........................................................................................                       127
    CREDIT MANAGEMENT ................................................................................................                  127
    TRAINING AND DEVELOPMENT ..................................................................................                         130
    MAJOR SUPPLIERS AND SUB-CONTRACTORS ........................................................                                        131
    MAJOR CUSTOMERS ....................................................................................................                132
    COMPETITION................................................................................................................         134
    COMPETITIVE STRENGTHS ........................................................................................                      135
    PROPERTIES AND OTHER FIXED ASSETS ................................................................                                  137
SELECTED COMBINED FINANCIAL INFORMATION ......................................................                                          139
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS ..............................................................................................                    143
  OVERVIEW......................................................................................................................        143
  REVIEW OF PAST PERFORMANCE ............................................................................                               150
  REVIEW OF FINANCIAL POSITION ..............................................................................                           157
  LIQUIDITY AND CAPITAL RESOURCES ......................................................................                                161
  CASH-FLOW ANALYSIS ................................................................................................                   162
  MATERIAL CAPITAL EXPENDITURE AND DIVESTMENTS ........................................                                                 167
  CHANGES IN ACCOUNTING POLICIES ......................................................................                                 167
  FOREIGN EXCHANGE MANAGEMENT ........................................................................                                  168
PROSPECTS, TRENDS, BUSINESS STRATEGIES AND FUTURE PLANS ....................                                                            169
  PROSPECTS ..................................................................................................................          169
  TREND INFORMATION ..................................................................................................                  175
  OUR ORDER BOOK ......................................................................................................                 177
  BUSINESS STRATEGIES AND FUTURE PLANS..........................................................                                        177
DIRECTORS, MANAGEMENT AND STAFF ......................................................................                                  179
  MANAGEMENT REPORTING STRUCTURE..................................................................                                      179
  DIRECTORS....................................................................................................................         180
  MANAGEMENT ..............................................................................................................             182
  STAFF..............................................................................................................................   184
  COMPENSATION ............................................................................................................             185
  RELATED EMPLOYEES..................................................................................................                   185
  SERVICE AGREEMENTS ..............................................................................................                     186
  CORPORATE GOVERNANCE ........................................................................................                         188
  BOARD PRACTICES ......................................................................................................                191
INTERESTED PERSON TRANSACTIONS AND POTENTIAL CONFLICTS OF
INTEREST............................................................................................................................    192
  INTERESTED PERSON TRANSACTIONS ....................................................................                                   192
  GUIDELINES AND REVIEW PROCEDURES FOR FUTURE INTERESTED PERSON
  TRANSACTIONS ............................................................................................................             217
  POTENTIAL CONFLICTS OF INTERESTS ....................................................................                                 219



                                                                      2
                                                      TABLE OF CONTENTS

PLAN OF DISTRIBUTION ..................................................................................................             224
  OFFER SHARES ............................................................................................................         224
  PLACEMENT SHARES ..................................................................................................               224
CLEARANCE AND SETTLEMENT ....................................................................................                       225
GENERAL AND STATUTORY INFORMATION ..................................................................                                226
  INFORMATION ON DIRECTORS AND EXECUTIVE OFFICERS ..................................                                                226
  SHARE CAPITAL ............................................................................................................        235
  MEMORANDUM AND ARTICLES OF ASSOCIATION ..................................................                                         235
  MATERIAL CONTRACTS................................................................................................                236
  LITIGATION ....................................................................................................................   236
  MISCELLANEOUS ..........................................................................................................          237
  CONSENTS ....................................................................................................................     238
  RESPONSIBILITY STATEMENT BY THE DIRECTORS OF OUR COMPANY AND
  THE VENDORS ..............................................................................................................        240
  DOCUMENTS AVAILABLE FOR INSPECTION..............................................................                                  240

ANNEX A – INDEPENDENT AUDITORS’ REPORT AND THE COMBINED
          FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED
          DECEMBER 31, 2008, 2009 AND 2010 ....................................................                                     A-1

ANNEX B – INDEPENDENT AUDITORS’ REVIEW REPORT AND THE INTERIM
          CONDENSED UNAUDITED COMBINED FINANCIAL STATEMENTS
          FOR THE THREE MONTHS PERIOD FROM JANUARY 1, 2011 TO
          MARCH 31, 2011 ......................................................................................                     B-1

ANNEX C – INDEPENDENT AUDITORS’ REPORT AND THE UNAUDITED
          PROFORMA GROUP FINANCIAL INFORMATION ..................................                                                   C-1

ANNEX D – VALUATION CERTIFICATES ....................................................................                               D-1

ANNEX E – EXTRACTS OF ARTICLES OF ASSOCIATION OF OUR COMPANY......                                                                  E-1

ANNEX F – DESCRIPTION OF SINGAPORE COMPANY LAW RELATING TO
          SHARES ....................................................................................................               F-1

ANNEX G – DESCRIPTION OF RELEVANT PRC LAWS AND REGULATIONS ........                                                                 G-1

ANNEX H – DESCRIPTION OF RELEVANT CAMBODIAN LAWS AND
          REGULATIONS ..........................................................................................                    H-1

ANNEX I          – DESCRIPTION OF RELEVANT INDIAN LAWS AND REGULATIONS ....                                                         I-1

ANNEX J          – TERMS AND CONDITIONS AND PROCEDURES FOR APPLICATION
                   AND ACCEPTANCE ..................................................................................                J-1

ANNEX K – TAXATION ..................................................................................................               K-1




                                                                    3
                         CORPORATE INFORMATION

BOARD OF DIRECTORS        : Mr Liong Kiam Teck         (Executive Chairman)
                            Mr Neo Tiam Poon @         (Deputy Executive Chairman)
                            Neo Thiam Poon
                            Mr Neo Tiam Boon, PBM  (Chief Executive Officer
                                                   and Executive Director)
                            Mr Neo Thiam An        (Executive Director)
                            Mr Lim Hock Beng       (Lead Independent Director)
                            Mr Lee Ah Fong         (Independent Director)
                            Mr Mervyn Goh Bin Guan (Independent Director)

JOINT COMPANY             : Ms Foo Soon Soo, FCIS, FCPA (Singapore), FCPA
SECRETARIES                 (Australia), LLB (Hons) (London)
                            Ms Yap Ming Choo, FCCA

REGISTERED OFFICE AND     : 1 Jalan Berseh #03-03
PRINCIPAL BUSINESS          New World Centre
ADDRESS                     Singapore 209037

SHARE REGISTRAR AND       : B.A.C.S. Private Limited
SHARE TRANSFER AGENT        63 Cantonment Road
                            Singapore 089758

ISSUE MANAGER             : China Construction Bank Corporation, Singapore Branch
                            9 Raffles Place #33-01
                            Republic Plaza
                            Singapore 048619

JOINT UNDERWRITERS AND    : China Construction Bank Corporation, Singapore Branch
JOINT PLACEMENT AGENTS      9 Raffles Place #33-01
                            Republic Plaza
                            Singapore 048619

                            United Overseas Bank Limited
                            80 Raffles Place
                            UOB Plaza
                            Singapore 048624

AUDITORS AND REPORTING    : Deloitte & Touche LLP
ACCOUNTANTS                 Certified Public Accountants
                            6 Shenton Way #32-00
                            DBS Building Tower Two
                            Singapore 068809

                            Partner-in-charge: Mr Cheung Pui Yuen (a practising
                            member of the Institute of Certified Public Accountants of
                            Singapore)

SOLICITORS TO THE         : Stamford Law Corporation
INVITATION                  10 Collyer Quay #27-00
                            Ocean Financial Centre
                            Singapore 049315



                                       4
                        CORPORATE INFORMATION

SOLICITORS TO THE        : Wong Tan & Molly Lim LLC
ISSUE MANAGER,             80 Robinson Road #17-02
JOINT UNDERWRITERS         Singapore 068898
AND JOINT PLACEMENT
AGENTS

LEGAL ADVISERS TO THE    : Fangda Partners
COMPANY ON PRC LAW         21/F China World Tower
                           No. 1 Jian Guo Men Wai Avenue
                           Beijing 100004
                           People’s Republic of China

LEGAL ADVISERS TO THE    : Khmer Intellectual Law Firm
COMPANY ON CAMBODIAN       #63, Street 592
LAW                        Phnom Penh
                           Cambodia

LEGAL ADVISERS TO THE    : Kochhar & Co. Advocates & Legal Consultants
COMPANY ON INDIAN LAW      Suite 305, Delta Wing
                           Third Floor, Raheja Towers
                           # 177, Anna Salai
                           Chennai 600 002
                           Tamil Nadu
                           India

INDEPENDENT VALUERS      : For our properties and the properties of our associated
                           companies in Singapore:

                           Colliers International Consultancy & Valuation
                           (Singapore) Pte Ltd
                           1 Raffles Place #45-00
                           One Raffles Place
                           Singapore 048616

                           For our properties in India:

                           Colliers International (India) Property Services Pvt. Ltd.
                           Unit 1C, Heavitree Complex
                           23, Spurtank Road, Chetpet
                           Chennai 600 031
                           Tamil Nadu
                           India

                           For the properties of our associated companies in the PRC
                           and Cambodia:

                           Colliers International (Hong Kong) Limited
                           Suite 5701, Central Plaza
                           18 Harbour Road
                           Wanchai
                           Hong Kong



                                      5
                    CORPORATE INFORMATION

RECEIVING BANK       : United Overseas Bank Limited
                       80 Raffles Place
                       UOB Plaza
                       Singapore 048624

PRINCIPAL BANKERS    : United Overseas Bank Limited
                       80 Raffles Place
                       UOB Plaza
                       Singapore 048624

                       Oversea-Chinese Banking Corporation Limited
                       65 Chulia Street
                       OCBC Centre
                       Singapore 049513

                       Malayan Banking Berhad
                       2 Battery Road
                       Maybank Tower
                       Singapore 049907

                       The Hong Kong and Shanghai Banking Corporation
                       Limited, Singapore Branch
                       21 Collyer Quay #08-01
                       HSBC Building
                       Singapore 049320

VENDORS              : Mr   Liong Kiam Teck
                       Mr   Neo Tiam Poon @ Neo Thiam Poon
                       Mr   Neo Tiam Boon, PBM
                       Mr   Neo Thiam An




                                  6
                                       DEFINITIONS

In this Prospectus, the accompanying Application Forms and, in relation to the Electronic
Applications, the instructions appearing on the screens of the ATMs of Participating Banks or
the IB 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

“Aston Air Control”          :   Aston Air Control Pte Ltd

“Company”                    :   TA Corporation Ltd

“Credence Engineering”       :   Credence Engineering Pte. Ltd.

“Group”                      :   Our Company and our subsidiaries following the completion of
                                 the Restructuring Exercise

“Grovehill”                  :   Grovehill Pte. Ltd.

“Meadows Investment”         :   Meadows Investment Pte. Ltd.

“Quest Homes”                :   Quest Homes Pte. Ltd.

“Sino Holdings”              :   Sino Holdings (S’pore) Pte Ltd

“SinoTac Builder’s”          :   SinoTac Builder’s (S) Pte Ltd

“Sino Tac Holding”           :   Sino Tac Holding Pte Ltd

“TAC Resources (India)”      :   TAC Resources (India) Private Limited

“Tiong Aik Cambodia”         :   Tiong Aik Corporation (Cambodia) Ltd

“Tiong Aik Construction”     :   Tiong Aik Construction Pte Ltd

“Tiong Aik Development”      :   Tiong Aik Development Pte. Ltd.

“Tiong Aik Holding”          :   Tiong Aik Holding Pte Ltd

“Tiong Aik Investments”      :   Tiong Aik Investments Pte Ltd

“Tiong Aik Land”             :   Tiong Aik Land Pte. Ltd.

“Tiong Aik Resources”        :   Tiong Aik Resources (S) Pte Ltd

Other companies and Organisations

“Authority” or “MAS”         :   Monetary Authority of Singapore

“BCA”                        :   Building and Construction Authority (previously known as the
                                 Construction Industry Development Board)




                                               7
                                     DEFINITIONS

“CCB” or “Issue Manager”   :   China Construction Bank Corporation, Singapore Branch

“Cadence Properties”       :   Cadence Properties Pte. Ltd.

“CDP”                      :   The Central Depository (Pte) Limited

“Checkers Inn”             :   Checkers Inn Pte. Ltd.

“OCBC Bank”                :   Oversea-Chinese Banking Corporation Limited

“CPF”                      :   The Central Provident Fund

“C&E Holidays”             :   Cultural & Entertainment Holidays Pte. Ltd.

“Dalian Shicheng”          :   Dalian Shicheng Property Development (S) Pte. Ltd.

“Dalian Shicheng PRC” or   :   Dalian Shicheng Property Development Co., Ltd.
“PRC Associate”

“Gateway Hotel”            :   Gateway Hotel Pte Ltd

“HDB”                      :   Housing Development Board

“HLF”                      :   Hong Leong Finance Limited

“Independent Valuers”      :   Colliers International Consultancy & Valuation (for our
                               properties and the properties of our associated companies in
                               Singapore)

                               Colliers International (India) Property Services Pvt. Ltd. (for
                               our properties in India)

                               Colliers International (Hong Kong) Limited (for the properties
                               of our associated companies in the PRC and Cambodia)

“Joint Underwriters” or    :   CCB and UOB
“Joint Placement Agents”

“JTC”                      :   Jurong Town Corporation

“LTA”                      :   Land Transport Authority

“Manswork Employment       :   Manswork Employment Agency Pte. Ltd.
Agency”

“Matsushita Greatwall”     :   Matsushita Greatwall Corporation Private Limited

“Maybank”                  :   Malayan Banking Berhad

“Meadows Bright            :   Meadows Bright Development Pte Ltd
Development”



                                            8
                                      DEFINITIONS

“Meadows Link Development” :    Meadows Link Development Pte. Ltd.

“Meadows Property”          :   Meadows Property (S’pore) Pte. Ltd.

“MOM”                       :   Ministry of Manpower

“NEA”                       :   National Environment Agency

“NParks”                    :   National Parks Board

“Prestige Resources”        :   Prestige Resources Pte Ltd

“SGX-ST”                    :   Singapore Exchange Securities Trading Limited

“SISIR”                     :   Singapore Institute of Standards and Industrial Research

“SinoTac Group”             :   SinoTac Group Pte. Ltd. (formerly known as Tiong Aik
                                Corporation Pte. Ltd.)

“Sino Tac Resources”        :   Sino Tac Resources Pte Ltd

“SLA”                       :   Singapore Land Authority

“TAC Alliance”              :   TAC Alliance Pte. Ltd.

“TACC Cambodia” or          :   TACC (TEKTHLA) LTD
“Cambodian Associate”

“UOB” or “Receiving Bank”   :   United Overseas Bank Limited

“URA”                       :   Urban Redevelopment Authority

General

“Application Forms”         :   The official printed application forms to be used for the
                                purpose of the Invitation which form part of this Prospectus

“Application List”          :   The list of applications to subscribe for and/or purchase of the
                                Invitation Shares

“Articles of Association”   :   The articles of association of our Company

“Associate”                 :   (a)   in relation to an entity, means:

                                      (i)    in a case where the entity is a substantial
                                             shareholder, controlling shareholder, substantial
                                             interest-holder or controlling interest-holder, its
                                             related corporation, related entity, associated
                                             company or associated entity; or




                                              9
                                      DEFINITIONS

                                      (ii)    in any other case, (A) a director or an equivalent
                                              person, (B) where the entity is a corporation, a
                                              controlling shareholder of the entity, (C) where
                                              the entity is not a corporation, a controlling
                                              interest-holder of the entity, (D) a subsidiary, a
                                              subsidiary entity, an associated company, or an
                                              associated entity, or (E) a subsidiary, a subsidiary
                                              entity, an associated entity, or an associated
                                              entity, of the controlling shareholder or controlling
                                              interest-holder, as the case may be,

                                      of the entity; and

                                (b)   in relation to an individual, means:

                                      (i)     his immediate family (being spouse, child,
                                              adopted child, step-child, sibling and parent);

                                      (ii)    a trustee of any trust of which the individual or
                                              any member of the individual’s immediate family
                                              is (A) a beneficiary; or (B) where the trust is a
                                              discretionary trust, a discretionary object when
                                              the trustee acts in that capacity; or

                                      (iii)   any corporation in which he and his immediate
                                              family (whether directly or indirectly) have
                                              interests in voting shares of an aggregate of not
                                              less than 30% of the total votes attached to all
                                              voting shares

“ATM”                       :   Automated teller machine

“Audit Committee”           :   The audit committee of our Company as at the date of this
                                Prospectus

“Board” or “Board of        :   The board of Directors of our Company as at the date of this
Directors”                      Prospectus

“Companies Act” or “Act”    :   The Companies Act, Chapter 50 of Singapore, as amended,
                                modified or supplemented from time to time

“Directors”                 :   The directors of our Company as at the date of this
                                Prospectus

“Electronic Applications”   :   Applications for the Offer Shares made through an ATM of
                                one the Participating Banks or through the IB websites of the
                                relevant Participating Banks in accordance with the terms and
                                conditions of this Prospectus

“EPS”                       :   Earnings per Share




                                              10
                                      DEFINITIONS

“Executive Directors”       :   Our executive Directors as at the date of this Prospectus

“Executive Officers”        :   The key executive officers of our Group as at the date of this
                                Prospectus

“FP”                        :   Three-month period from 1 January to 31 March

“FY”                        :   Financial year ended or ending 31 December, as the case
                                may be

“GDP”                       :   Gross Domestic Product

“IB”                        :   Internet Banking

“Independent Directors”     :   The independent Directors of our Company as at the date of
                                this Prospectus

“Invitation”                :   The invitation by our Company and the Vendors to the public
                                to subscribe for and/or purchase the Invitation Shares at the
                                Invitation Price, subject to and on the terms and conditions of
                                this Prospectus

“Invitation Price”          :   S$[ ] for each Invitation Share

“Invitation Shares”         :   The [ ] Shares comprising [ ] New Shares and [ ] Vendor
                                Shares which are the subject of the Invitation

“Latest Practicable Date”   :   8 September 2011, being the latest practicable date prior to
                                the lodgement of this Prospectus with the Authority

“Listing Manual”            :   Listing Manual of the SGX-ST, as amended, modified or
                                supplemented from time to time

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

“NAV”                       :   Net asset value

“New Shares”                :   The [ ] 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

“Nominating Committee”      :   The nominating committee of our Company as at the date of
                                this Prospectus

“NTA”                       :   Net tangible assets

“Offer”                     :   The offer by our Company and the Vendors to the public in
                                Singapore for subscription and/or purchase of the Offer
                                Shares at the Invitation Price, subject to and on the terms and
                                conditions of this Prospectus




                                             11
                                       DEFINITIONS

“Offer Shares”               :   The [ ] Invitation Shares which are the subject of the Offer

“Participating Banks”        :   UOB including its subsidiary, Far Eastern Bank Limited
                                 (collectively the “UOB Group”), DBS Bank Ltd. (including
                                 POSB Bank) (“DBS”) and OCBC Bank

“PBT”                        :   Profit before income tax

“PER”                        :   Price earnings ratio

“period under review”        :   The period which comprises FY2008, FY2009, FY2010 and
                                 FP2011

“Placement”                  :   The placement of the Placement Shares by the Joint
                                 Placement Agents on behalf of our Company and the Vendors
                                 for subscription and/or purchase at the Invitation Price,
                                 subject to and on the terms and conditions of this Prospectus

“Placement Shares”           :   The [ ] Invitation Shares which are the subject of the
                                 Placement

“PRC”                        :   People’s Republic of China, for the purposes of this
                                 Prospectus and for geographical reference only, which
                                 excludes the Hong Kong Special Administrative Region of the
                                 PRC, the Macau Special Administrative Region of the PRC
                                 and Taiwan

“Public”                     :   Persons other than:

                                 (a)   directors, chief executive officer, substantial
                                       shareholders, or controlling shareholders of our
                                       Company or its subsidiaries; and

                                 (b)   associates of the persons in paragraph (a) above

“Prospectus”                 :   This prospectus dated [ ] 2011

“R&D”                        :   Research and development

“Remuneration Committee”     :   The remuneration committee of our Company as at the date
                                 of this Prospectus

“Restructuring Exercise”     :   The corporate restructuring exercise undertaken in connection
                                 with the Invitation as described in the section entitled
                                 “Restructuring Exercise” of this Prospectus

“Securities Account”         :   Securities account maintained by a Depositor with CDP but
                                 does not include a securities sub-account

“Securities and Futures Act” :   The Securities and Futures Act, Chapter 289 of Singapore, as
or “SFA”                         amended, modified or supplemented from time to time



                                              12
                                       DEFINITIONS

“Service Agreements”         :   The service agreements entered into between our Company
                                 and each of our Executive Chairman, Mr Liong Kiam Teck, our
                                 Deputy Executive Chairman, Mr Neo Tiam Poon @ Neo
                                 Thiam Poon, our Chief Executive Officer and Executive
                                 Director, Mr Neo Tiam Boon, PBM, and our Executive
                                 Director, Mr Neo Thiam An, as described in the section
                                 entitled “Directors, Management and Staff – Service
                                 Agreements” of this Prospectus

“SFR”                        :   The Securities and Futures (Offer of Investments) (Shares
                                 and Debentures) Regulations 2005, as amended, modified or
                                 supplemented from time to time

“SGXNET”                     :   The corporate announcement system maintained by the SGX-
                                 ST for the submission of announcements by listed companies

“Shareholders”               :   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

“Shares”                     :   Ordinary shares in the capital of our Company

“Sub-division of Shares”     :   The sub-division of each Share into 35,200 ordinary Shares

“Substantial Shareholders”   :   Persons who have an interest in the voting Shares and the
                                 total votes attached to which is not less than five per cent
                                 (5%) of the total votes attached to all the voting Shares of our
                                 Company

“Test Centre”                :   The BCA endorsed test centre in Chennai, India

“Valuation Certificates”     :   The valuation certificates prepared by the Independent
                                 Valuers as set out in Annex D of this Prospectus

“Vendors”                    :   Mr Liong Kiam Teck, Mr Neo Tiam Poon @ Neo Thiam Poon,
                                 Mr Neo Tiam Boon, PBM and Mr Neo Thiam An

“Vendor Shares”              :   The [ ] existing Shares for which the Vendors invite
                                 applications to purchase, upon the terms of and subject to the
                                 conditions set out in this Prospectus

Currencies, Units and Others

“KHR”                        :   Cambodian Riels

“RMB”                        :   PRC Renminbi

“Rs” or “INR”                :   Indian Rupees

“S$” or “SGD” and “cents”    :   Singapore Dollars and Cents, respectively



                                              13
                                        DEFINITIONS

“US$” or “USD”                :   United States Dollars

“m”                           :   Metres

“sq m” or “m2”                :   Square metres

“km”                          :   Kilometres

“km2”                         :   Square kilometres

“N.A.”                        :   Not applicable

“%” or “per cent”             :   Per centum or percentage

The terms “associated company”, “associated entity”, “controlling interest-holder”, “controlling
shareholder”, “related corporation”, “related entity”, “subsidiary”, “subsidiary entity” and
“substantial interest-holder” shall have the same meanings ascribed to them respectively in the
SFR.

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 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.

Any reference in this Prospectus, the Application Forms and the Electronic Applications to any
statute or enactment is a reference to that statute or enactment for the time being amended or
re-enacted. Any word defined in the Companies Act, Securities and Futures Act or any statutory
modification thereof and used in this Prospectus, the Application Forms and Electronic
Applications shall, where applicable, have the meaning ascribed to it under the Companies Act,
Securities and Futures Act or any statutory modification thereof, as the case may be.

Any reference in this Prospectus, the Application Forms and the Electronic Applications to our
Shares being allotted or allocated to an applicant includes allotment or allocation to CDP for the
account of that applicant.

Any reference to a time and date in this Prospectus, the Application Forms and the Electronic
Applications shall be a reference to Singapore time and date, unless otherwise stated.

Any reference to “we”, “us”, “our” or other grammatical variations thereof in this
Prospectus is a reference to our Company, our Group or any member of our Group as
the context requires, save that, where appropriate, such references to “we”, “us”, “our” or
other grammatical variations thereof in the context of the descriptions of our businesses
and operations in the PRC and Cambodia are references to the businesses and
operations of our PRC Associate and Cambodian Associate respectively and as the case
may be.



                                               14
                                                 DEFINITIONS

Certain names with Chinese characters have been translated into English names. Such
translations are provided solely for the convenience of Singapore-based investors, may not
have been registered with the relevant PRC authorities and should not be construed as
representations that the English names actually represent the Chinese characters. In case of
inconsistency between such English names and their respective official Chinese names, the
Chinese names shall prevail.

The information on our website or any websites directly or indirectly linked to our websites does
not form part of this Prospectus and should not be relied on.

The following table(1) sets forth the average exchange rates between S$ and the following
currencies on the Latest Practicable Date:

S$1.00                                                   RMB5.251
S$1.00                                                   Rs38.002
S$1.00                                                   US$0.823
S$1.00                                                   KHR3,380.504

This information is provided solely for your information, and we do not represent that S$ could
be converted into RMB, Rs, US$ and KHR at these rates or any other rate. These rates may
also differ from the actual rates used in the preparation of the financial statements included
herein and incorporated by reference into this Prospectus.

Note:
(1)     Source: Bloomberg L.P.. Bloomberg L.P. has not consented to the inclusion of the relevant information and is
        therefore not liable for the relevant statement(s) under sections 253 and 254 of the SFA. While we have taken
        reasonable action to ensure that the relevant statement(s) have reproduced the relevant information in its
        proper context and form, we have not independently verified the accuracy of the relevant information.




                                                         15
                         GLOSSARY OF TECHNICAL TERMS

To facilitate a better understanding of our business, the following glossary provides a
description of some of the technical terms and abbreviations commonly found in our industry.
The terms and their meanings may not correspond to standard industry meanings or usage of
these terms.

“A&A”                       :   Addition and alteration works

“aggregates”                :   Mixture of mineral materials, such as sand or stone, used in
                                making concrete

“architectural works”       :   Bricklaying, plastering, joinery, tiling and paving, and painting
                                doors and windows etc

“BCA Green Mark Scheme”     :   Introduced and launched in January 2005, the BCA Green
                                Mark Scheme is a green building rating system, promoting the
                                adoption of green building design and technologies to reduce
                                the impact of buildings on the environment. Under the BCA
                                Green Mark Scheme, buildings are assessed for energy and
                                water efficiency, indoor environmental quality and
                                environmental protection and the adoption of other green
                                features. Depending on the overall assessment, a building will
                                be awarded one of the four Green Mark ratings: Green Mark
                                Certified, Gold, Goldplus or Platinum. The scheme is open to
                                both new and existing buildings

“CONQUAS”                   :   Construction Quality Assessment System. The Construction
                                Quality Assessment System serves as a standard
                                assessment system on the quality of building projects

“consultants”               :   Refers to architects, civil and structural engineers, mechanical
                                and electrical engineers, quantity surveyors or other specialist
                                consultants engaged in construction projects

“CSC”                       :   Certificate of Statutory Completion. A building is deemed to
                                be completed when the CSC in respect of that building is
                                issued by the BCA

“CW01”                      :   General building category under the BCA. Includes all types
                                of building works in connection with any structure, being built
                                or to be built, for the support, shelter and enclosure of
                                persons, animals, chattels or movable property of any kind,
                                requiring in its construction the use of more than two
                                unrelated building trades and crafts. Such structures include
                                the construction of multi-storey carparks, buildings for parks
                                and playgrounds and other recreational works, industrial
                                plants and utility plants. Scope of work includes the A&A on
                                buildings involving structural changes and installation of roofs




                                             16
                             GLOSSARY OF TECHNICAL TERMS

“defects liability period”    :   With respect to our real estate development business, this
                                  refers to the period of time during which the vendor of the real
                                  estate development project is under a contractual obligation to
                                  rectify defects in properties sold in accordance with the terms
                                  of the relevant sale and purchase agreement. With respect to
                                  our construction business, this refers to the period of time
                                  commencing after the completion of the project (completion
                                  deemed to be achieved upon the issuance of the relevant
                                  completion certificate) until the receipt of the relevant
                                  maintenance certificate, during which the contractor is under
                                  a contractual obligation to rectify defects

“design and build”            :   A type of procurement method for construction whereby the
                                  developer awards a single contract to the main contractor who
                                  is then responsible for the architectural and engineering
                                  design and construction works of the entire building project

“freehold”                    :   This is an estate in land or other real property for an indefinite
                                  or indeterminate duration and is also known as “an estate in
                                  fee simple” or “a grant in fee simple”

“formwork”                    :   The term given to either temporary or permanent moulds into
                                  which concrete or similar materials are poured

“GFA”                         :   Gross Floor Area

“ISO 9001:2008”               :   Requirements for a quality management system intended for
                                  use in any organisation which designs, develops,
                                  manufactures, installs and/or services any product or provides
                                  any form of service. It provides a number of requirements
                                  which an organisation needs to fulfill if it is to achieve
                                  customer expectations

“ISO 14001:2004”              :   Requirements for an environmental management system to
                                  enable an organisation to develop and implement policies and
                                  objectives which take into account legal and other
                                  requirements to which the organisation subscribes, and
                                  information about significant environmental aspects. It applies
                                  to those environmental aspects that the organisation identifies
                                  as those which it can control and those which it can influence.
                                  It does not itself state specific environmental performance
                                  criteria

“leasehold”                   :   This is an estate in land or other real property where a person
                                  is given the exclusive use and occupation of land for a fixed
                                  duration

“M&E”                         :   Mechanical and electrical works

“management corporation”      :   A management corporation constituted under the Building
                                  Maintenance and Strata Management Act 2004



                                               17
                     GLOSSARY OF TECHNICAL TERMS

“OHSAS 18001:2007”    :   Requirements for an occupational health and safety
                          management system, to enable an organisation to control its
                          occupational health and safety risks and improve its
                          performance. It requires an organisation to conduct a risk
                          assessment and manage those risks that must include
                          objectives to demonstrate continuous improvement

“sub-structure”       :   Structural work at below ground level

“super-structure”     :   Structural work above ground level

“TOP”                 :   Temporary Occupation Permit. A building is deemed to be
                          suitable for occupation when the TOP in respect of that
                          building is issued by the BCA




                                       18
      CAUTIONARY NOTES REGARDING FORWARD-LOOKING STATEMENTS

All statements contained in this Prospectus, statements made in press releases and oral
statements that may be made by us, the Vendors, our Directors, Executive Officers or
employees acting on our or the Vendors’ behalf, that are not statements of historical fact
constitute “forward-looking statements”. Some of these statements can be identified by forward-
looking terms such as “expect”, “believe”, “plan”, “intend”, “estimate”, “anticipate”, “may”, “will”,
“would”, and “could” or similar words. However, these words are not the exclusive means of
identifying forward-looking statements. All statements regarding our expected financial position,
business strategy, plans and prospects are forward-looking statements. These forward-looking
statements, including without limitation, statements as to:

      our revenue and profitability;

      our planned expansion;

      expected growth in demand;

      expected industry trends;

      anticipated commencement and completion dates for projects; 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 expected,
expressed or implied by such forward-looking statements. These risks, uncertainties and other
factors include, amongst others:

      changes in social, political and economic conditions and the regulatory environment in
      Singapore and other countries in which we or our associated companies conduct
      business;

      our anticipated growth strategies and expected internal growth;

      changes in competitive conditions and our ability to compete under these conditions;

      changes in consumer preferences;

      changes in availability and prices of raw materials and construction materials which we
      require to operate our business;

      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 that are described under the section entitled “Risk Factors” of this
      Prospectus.




                                                 19
      CAUTIONARY NOTES REGARDING FORWARD-LOOKING STATEMENTS

These factors are discussed in greater detail in this Prospectus, in particular, but not limited to,
the discussions under the sections entitled “Risk Factors”, “Management’s Discussion and
Analysis of Financial Condition and Results of Operations” and “Prospects, Trends, Business
Strategies and Future Plans” of this Prospectus. All forward-looking statements by or
attributable to us, the Vendors, our Directors, Executive Officers or employees acting on our
behalf, contained in this Prospectus are expressly qualified in their entirety by such factors.
These forward-looking statements are applicable only as of the date of this Prospectus.

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 to place undue reliance on those
statements. None of our Company, the Vendors, the Issue Manager, the Joint Underwriters, the
Joint Placement Agents, our advisers or any other person represents or warrants that our actual
future results, performance or achievements will be as discussed in those statements.

Our actual future results may differ materially from those anticipated in these forward-looking
statements as a result of the risks faced by us. We, the Vendors, the Issue Manager, the Joint
Underwriters, and the Joint Placement Agents disclaim any responsibility to update any of those
forward looking statements or publicly announce any revisions to those forward-looking
statements to reflect future developments, events, 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 Listing Manual regarding corporate disclosure and the requirements of the
Securities and Futures Act. In particular, pursuant to Section 241 of the Securities and Futures
Act, if after this Prospectus is registered but before the close of the Invitation, we become
aware of (a) a false or misleading statement or matter in this Prospectus; (b) 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 (c) a new circumstance that has arisen since this Prospectus
was lodged with the Authority and 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 and that is materially adverse from the point of view of an investor, we may lodge a
supplementary or replacement prospectus with the Authority.




                                                20
                                  SELLING RESTRICTIONS

This Prospectus does not constitute an offer, solicitation or invitation to subscribe for and/or
purchase the Invitation Shares in any jurisdiction in which such offer, solicitation or invitation is
unlawful or is not authorised or to any person to whom it is unlawful to make such 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 lodgment and/or registration of this Prospectus in Singapore in order to permit a public
offering of the Invitation Shares and the public 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 Vendors, the Issue Manager,
the Joint Underwriters and the Joint Placement Agents to inform themselves about, and to
observe and comply with, any such restrictions at their own expense and without liability to us,
the Vendors, the Issue Manager, the Joint Underwriters and the Joint Placement Agents.

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 in it for any
purpose whatsoever nor permit or cause the same to occur.




                                                 21
                                   DETAILS OF INVITATION

LISTING ON THE SGX-ST
Application has been made to the SGX-ST for permission to deal in, and for quotation of, all our
Shares already issued (including the Vendor Shares) as well as the New Shares. Such
permission will be granted when our Company has been admitted to the Official List of the
SGX-ST. Acceptance of applications will be conditional upon, amongst others, permission being
granted by the SGX-ST to deal in, and for quotation of, all the existing issued Shares (including
the Vendor Shares) and the New Shares. Monies paid in respect of any application accepted
will be returned, without interest or any share of revenue or other benefit arising therefrom and
at the applicant’s own risk, if the said permission is not granted, and the applicant will not have
any claim against us, the Vendors, the Issue Manager, the Joint Underwriters or the Joint
Placement Agents. No Shares shall be allotted and/or allocated on the basis of this Prospectus
later than six months after the date of registration of this Prospectus by the Authority.

The SGX-ST assumes no responsibility for the correctness of any of the statements made,
opinions expressed or reports contained 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 associated companies, our existing issued Shares (including the Vendor
Shares) or the New Shares.

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 (including the
Vendors Shares) or the New Shares, as the case may be, being offered or in respect of which
an invitation is made for investment.

This Prospectus has been seen and approved by our Directors and the Vendors and they
individually and collectively accept full responsibility for the accuracy of the information given in
this Prospectus and confirm, having made all reasonable enquiries, that to the best of their
knowledge and belief, the facts stated and the opinions expressed in this Prospectus are fair
and accurate in all material respects as at the date of this Prospectus and that there are no
other material facts the omission of which would make any statements herein misleading, and
that this Prospectus constitutes full and true disclosure of all material facts about the Invitation
and our Group.

No person has been or is authorised 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 authorised by us, the
Vendors, the Issue Manager, the Joint Underwriters or the Joint Placement Agents. Neither the
delivery of this Prospectus and the Application Forms nor the Invitation shall, under any
circumstances, constitute a continuing representation or create any suggestion or implication
that there has been no change, or development reasonably likely to involve a change, in our
affairs, condition or prospects, or our Shares (including the Vendor Shares), or in any
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, the SGX-
ST and/or any other regulatory or organising body or agency, our Company may lodge a




                                                 22
                                  DETAILS OF INVITATION

supplementary or replacement prospectus with the Authority and make an announcement of the
same to the SGX-ST and will comply with the requirements of the Securities and Futures Act
and/or any other requirements of the SGX-ST and/or the Authority. All applicants should take
note of any such announcement and, upon release of such an announcement, shall be deemed
to have 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 Group.

Neither our Company, the Vendors, the Issue Manager, the Joint Underwriters, the Joint
Placement Agents 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 any other laws or regulations. No information in this Prospectus should be
considered as being business, legal, financial or tax advice. Each prospective investor should
consult his own professional or other advisers for business, legal, financial or tax advice
regarding an investment in our Shares.

This Prospectus has been prepared solely for the purpose of the Invitation and may not be
relied upon by any persons other than the applicants in connection with their application for the
Invitation Shares or for any other purpose. This Prospectus does not constitute an offer,
solicitation or invitation to subscribe for and/or purchase, as the case may be, the
Invitation Shares in any jurisdiction in which such offer, solicitation or invitation is
unauthorised or unlawful nor does it constitute an offer, solicitation or invitation to any
person to whom it is unlawful to make such offer, solicitation or invitation.

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)   a false or misleading statement in this Prospectus;

(b)   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

(c)   a new circumstance that has arisen since this 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.

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.




                                                23
                                   DETAILS OF INVITATION

Where prior to the lodgement of the supplementary or replacement prospectus, applications
have been made under this Prospectus to subscribe for and/or purchase the Invitation Shares,
as the case may be, and:

(a)   where the Invitation Shares have not been issued and/or allocated to the applicants, our
      Company (for itself and on behalf of the Vendors) shall either:

      (i)     within two days (excluding any Saturday, Sunday or public holiday) from the date of
              lodgement of the supplementary or replacement prospectus, give the applicants
              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 provide the
              applicants with an option to withdraw their applications and take all reasonable
              steps to make available within a reasonable period the supplementary or
              replacement prospectus, as the case may be, to the applicants if they have
              indicated that they wish to obtain, or have arranged to receive, a copy of the
              supplementary or replacement prospectus;

      (ii)    within seven days from the date of lodgement of the supplementary or replacement
              prospectus, give the applicants a copy of the supplementary or replacement
              prospectus, as the case may be, and provide (on behalf of the Vendors as well) the
              applicants with an option to withdraw their applications; or

      (iii)   treat the applications as withdrawn and cancelled, in which case the applications
              shall be deemed to have been withdrawn and cancelled, and within seven days
              from the date of lodgement of the supplementary or replacement prospectus,
              return all monies paid in respect of any application, without interest or a share of
              revenue or other benefit arising therefrom and at their own risk, and the applicants
              shall not have any claim whatsoever against our Company, the Vendors, the Issue
              Manager, the Joint Underwriters or the Joint Placement Agents; or

(b)   where the Invitation Shares have been issued and/or allocated to the applicants, our
      Company (for itself and on behalf of the Vendors) shall either:

      (i)     (aa)   within two days (excluding any Saturday, Sunday or public holiday) from the
                     date of lodgement of the supplementary or replacement prospectus, give the
                     applicants 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
                     provide the applicants with an option to return to our Company (accepting on
                     behalf of the Vendors as well) those Invitation Shares which they 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 the
                     applicants if they have indicated that they wish to obtain, or have arranged to
                     receive, a copy of the supplementary or replacement prospectus;

      (ii)    within seven days from the date of lodgement of the supplementary or replacement
              prospectus, give the applicants the supplementary or replacement prospectus, as
              the case may be, and provide the applicants with an option to return to our
              Company (accepting on behalf of the Vendors as well) the Invitation Shares, which
              they do not wish to retain title in; or



                                                 24
                                   DETAILS OF INVITATION

      (iii)   treat the issue and/or sales of the Invitation Shares as void, in which case the
              issue or sales shall be deemed void and our Company and the Vendors shall,
              within seven days from the date of lodgement of the supplementary or replacement
              prospectus, return all monies paid in respect of any application, without interest or
              a share of revenue or other benefit arising therefrom at the applicant’s own risk
              and the applicant shall not have any claims whatsoever against our Company, the
              Vendors, the Issue Manager, the Joint Underwriters or the Joint Placement Agents.

An applicant who wishes to exercise his option under paragraph (a)(i) and (ii) above to withdraw
his application shall, within 14 days from the date of lodgement of the supplementary or
replacement prospectus, notify our Company of this, whereupon our Company shall (and shall
on behalf of the Vendors), within seven days from the receipt of such notification, pay to him all
monies paid by him on account of his application for those Shares without interest or a share of
revenue or other benefit arising therefrom and he will not have any claim against our Company,
the Vendors, the Issue Manager, the Joint Underwriters or the Joint Placement Agents.

An applicant who wishes to exercise his option under paragraph (b)(i) and (ii) above to return
the Invitation Shares issued and/or sold to him 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 Invitation Shares, to our Company,
whereupon our Company shall (and shall on behalf of the Vendors), subject to compliance with
the Companies Act, within seven days from the receipt of such notification and documents, if
any, repurchase the Shares and pay to him all monies paid by him for those Shares at the
applicant’s own risk and he will not have any claim against our Company, the Vendors, the
Issue Manager, the Joint Underwriters or the Joint Placement Agents, and the issue and/or sale
of the Invitation Shares shall be deemed to be void and the applicant will not have any claim
whatsoever against our Company, the Vendors, the Issue Manager, the Joint Underwriters or
the Joint Placement Agents.

Under 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 and/or allocated or issued and/or sold.
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 the Securities and Futures Act, (iii) does not, in the
opinion of the Authority, comply with the requirements of the Securities and Futures Act, or (iv)
if the Authority is of the opinion that is in the public interest to do so, and the applicant will not
have any claim against our Company, the Vendors, the Issue Manager, the Joint Underwriters
or the Joint Placement Agents.

Where applications to subscribe for and/or purchase the Invitation Shares to which this
Prospectus relates have been made prior to the Stop Order, and:

(a)   where the Invitation Shares have not been issued and/or allocated to the applicants, the
      applications for the Invitation Shares shall be deemed to have been withdrawn and
      cancelled and our Company (and on behalf of the Vendors as well) shall, within 14 days
      from the date of the Stop Order, pay to the applicants all monies the applicants have paid
      on account of their applications for the Invitation Shares; or




                                                 25
                                   DETAILS OF INVITATION

(b)     where the Invitation Shares have been issued and/or allocated to the applicants, the
        Securities and Futures Act provides that the issue and/or sale of the Invitation Shares
        shall be deemed to be void and our Company (and on behalf of the Vendors as well) is
        required to, within 14 days from the date of the Stop Order, pay to the applicants all
        monies paid by them for the Invitation Shares.

If our Company is required by the applicable Singapore laws to cancel issued New Shares and
repay application monies to applicants (including instances where a Stop Order is issued),
subject to compliance with the Companies Act, our Company and the Vendors will purchase the
Invitation Shares at the Invitation Price.

Where monies are to be returned to applicants for the Invitation Shares, it shall be paid to the
applicants without any interest or share of revenue or other benefit arising therefrom and at the
applicants’ own risk and he will not have any claim against our Company, the Vendors, the Issue
Manager, the Joint Underwriters or the Joint Placement Agents.

Copies of this Prospectus and the Application Forms and envelopes may be obtained on
request, subject to availability, during office hours from:

      China Construction Bank Corporation,               United Overseas Bank Limited
               Singapore Branch

              9 Raffles Place #33-01                         80 Raffles Place #03-03
                 Republic Plaza                                    UOB Plaza 1
                Singapore 048619                                Singapore 048624

and from members of the Association of Banks in Singapore, members of the SGX-ST and
merchant banks in Singapore.

A copy of this Prospectus is also available on:

(a)     the SGX-ST website: http://www.sgx.com; and

(b)     the Authority’s website: http://masnet.mas.gov.sg/opera/sdrprosp.nsf.

The Application List will open at 10.00 a.m. on [ ] and will remain open until 12.00 noon
on the same day or for such other period or periods as our Company and the Vendors
may, in consultation with the Issue Manager, the Joint Underwriters and the Joint
Placement Agents, decide, subject to any limitation under all applicable laws. Where a
supplementary or replacement prospectus has been lodged with the Authority, the
Application List shall be kept open for at least 14 days after the lodgement of the
supplementary or replacement prospectus.

Details of the procedures for application to subscribe for and/or purchase the Invitation Shares
are set out in Annex J of this Prospectus.




                                                  26
                                   DETAILS OF INVITATION

INDICATIVE TIMETABLE FOR LISTING
An indicative timetable for the Invitation and trading of our Shares is set out for the reference of
applicants:

Indicative time / date                     Event
12.00 noon on [ ]                          Close of Application List and closing date and time for
                                           the Invitation

[ ]                                        Balloting of applications, if necessary (in the event of
                                           over-subscription for the Offer Shares)

9.00 a.m. on [ ]                           Commence trading on a “ready” basis

[ ]                                        Settlement date for all trades done on a “ready” basis

The above timetable is only indicative as it assumes that (i) the date of closing of the
Application List will be [ ]; (ii) the date of admission of our Company to the Official List of the
SGX-ST will be [ ]; (iii) the shareholding spread requirement will be complied with; and (iv) the
New Shares will be issued and fully paid-up prior to [ ]. The actual date on which our Shares
will 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 modification as the SGX-ST may,
in its absolute discretion, decide, including the decision to permit commencement of trading on
a “ready” basis and the commencement date of such trading.

Investors should consult the SGX-ST’s announcement on “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.

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:

(a)   through a SGXNET announcement to be posted on the internet at the SGX-ST’s website
      at http://www.sgx.com; and

(b)   in a major Singapore English newspaper.

We will provide details of the results of the Invitation (including the level of subscription for the
Invitation Shares and the basis of allotment and/or allocation of the Invitation Shares pursuant
to the Invitation), as soon as it is practicable after the closure of the Application List through the
channels in (a) and (b) above.




                                                   27
                                    PROSPECTUS SUMMARY

The information contained in this summary is derived from and should be read in conjunction
with the full text of this Prospectus. As this is a summary, it does not contain all the information
that prospective investors should consider before investing in our Shares. Terms defined
elsewhere in this Prospectus have the same meanings when used herein. Prospective investors
should carefully consider the information presented in this Prospectus, particularly the matters
set out under “Risk Factors” and our financial statements and related notes of this Prospectus,
before making an investment decision in our Shares.

OVERVIEW OF OUR GROUP
Our Group
Our Company was incorporated in Singapore on 7 March 2011 under the Companies Act as a
private limited company under the name of “TA Corporation Pte. Ltd.” Pursuant to the
Restructuring Exercise, our Company became the holding company of our Group. On 21
September 2011, we were converted into a public limited company and changed our name to
“TA Corporation Ltd”. Please refer to the section entitled “Group Structure” of this Prospectus for
more details.

Our Business
We are principally engaged in:

(i)     the development and sale of residential and other types of properties; and

(ii)    the construction business (including complementary services such as steel fabrication
        and metal works, a worker training and test centre in Chennai, India, as well as the
        design, installation and maintenance of air conditioning and mechanical ventilation
        systems).

We also derive rental income from our investment properties (comprising residential and
commercial units and industrial properties) and properties in our development projects which
are leased pending sale.

For more details, please refer to the section entitled “General Information on our Group - Our
Business” of this Prospectus.

OUR COMPETITIVE STRENGTHS
Our Directors believe that our key competitive strengths are as follows:

(i)     Our business segments are complementary and we are able to leverage on our
        experience across these business segments;

(ii)    We have an established track record and reputation;

(iii)   We have an experienced and dedicated management team;

(iv)    Our strong focus on cost efficiencies, quality and reliability; and

(v)     We are capable of handling a wide spectrum of projects.

For more details, please refer to the section entitled “General Information on our Group -
Competitive Strengths” of this Prospectus.


                                                  28
                                       PROSPECTUS SUMMARY

OUR FINANCIAL PERFORMANCE
The following tables present a summary of the combined financial statements of our Group and
should be read in conjunction with the section entitled “Management’s Discussion and Analysis
of Financial Condition and Results of Operations” of this Prospectus, Annex A of this
Prospectus entitled “Independent Auditors’ Report and the Combined Financial Statements for
the Financial Years Ended December 31, 2008, 2009 and 2010” and Annex B of this
Prospectus entitled “Independent Auditors’ Review Report and the Interim Condensed
Unaudited Combined Financial Statements for the Three Months Period from January 1, 2011
to March 31, 2011”.

Selected items on the comprehensive income of our Group
                                                              Audited                Unaudited
(S$’000)                                       FY2008         FY2009    FY2010        FP2011

Revenue                                        226,887        222,128   235,513        45,474
Gross profit                                    16,631         17,999    40,923        10,243
Profit before income tax                         5,816         10,715    41,883         8,395
Profit attributable to owners of the Company     3,903          6,898    30,105         5,811

Selected items on the financial position of our Group
                                                          Audited                    Unaudited
                                            As at 31      As at 31      As at 31      As at 31
(S$’000)                                 December 2008 December 2009 December 2010   March 2011

Current assets                                 244,902        273,132   286,597       279,579
Non-current assets                             109,588        105,115   110,306       108,754
Current liabilities                            149,892        169,718   153,697       127,105
Non-current liabilities                        117,821        114,676   123,288       134,297
Equity attributable to owners of the            85,928         92,458   112,464       118,254
Company




                                                         29
                                 PROSPECTUS SUMMARY

OUR BUSINESS STRATEGIES AND FUTURE PLANS
Our business strategies and future plans are as follows:

Continue to focus on our core business and markets
For the Singapore real estate market, our strategy is to continue focusing on building niche
residential developments targeting the middle to upper middle markets. We will continue to offer
our buyers quality finishes and developments at competitive prices. We will also continue to
focus on our construction business in Singapore as we are of the view that prospects for us
remain good in both the private and public sectors for the next few years.

Acquisition of new development sites for our land bank
We intend to continue sourcing for development sites that are located at accessible and vibrant
areas with well developed amenities to add to our land bank. We will also monitor the real
estate market closely for new preferences among potential home buyers or emerging trends in
the real estate market to adjust our land acquisition strategy accordingly.

Expand our business overseas
We intend to participate in real estate development projects with local partners in the PRC and
Cambodia, with our focus mainly on the low to mid-range developments. For the construction
business, we plan to capitalise on our pool of professional staff to render project management
services on building projects mainly in South and Southeast Asia. We are also on a constant
lookout for opportunities to work with joint venture partners as a way of expanding our
investment opportunities.

Expand our complementary businesses
We will from time to time explore the possibility of expanding our complementary businesses. At
present, we are in preliminary discussions to enter into a joint venture with an unrelated third
party for the production of pre-cast concrete compound and ready-mixed concrete targeted
primarily at the HDB market. We intend to fund this joint venture from our internal resources.
Detailed terms and conditions for the joint venture will be subject to further negotiation and due
diligence.

For more details, please refer to the section entitled “Prospects, Trends, Business Strategies
and Future Plans” of this Prospectus.

OUR CONTACT DETAILS
Our registered address is 1 Jalan Berseh, #03-03 New World Centre, Singapore 209037. Our
telephone and fax numbers are (65) 6392 2988 and (65) 6392 0988 respectively. Our company
registration number is 201105512R. Our website address is http://www.tiongaik.com.sg.
Information contained on our website does not constitute a part of this Prospectus.




                                               30
                                   THE INVITATION

Invitation Size             :   [ ] Invitation Shares, comprising [ ] New Shares and [ ]
                                Vendor Shares by way of Offer and Placement. The New
                                Shares, upon issue and allotment, will rank pari passu in all
                                respects with the existing issued Shares (including the
                                Vendor Shares).

Invitation Price            :   S$[ ] for each Invitation Share.

The Offer                   :   The Offer comprises an invitation by our Company and the
                                Vendors to the public in Singapore to subscribe for and/or
                                purchase the [ ] Offer Shares at the Invitation Price, subject
                                to and on the terms and conditions of this Prospectus.

The Placement               :   The Placement comprises a placement of [ ] Placement
                                Shares at the Invitation Price, subject to and on the terms
                                and conditions of this Prospectus.

Clawback and Re-allocation :    The Invitation Shares may be re-allocated between the Offer
                                and the Placement tranche at the discretion of the Issue
                                Manager, the Joint Underwriters and the Joint Placement
                                Agents in the event of an excess of applications in one and a
                                deficit of applications in the other.

Purpose of our Invitation   :   We consider that the listing of our Company and quotation of
                                our Shares on the Official List of the SGX-ST will enhance
                                our public image locally and internationally and enable us to
                                tap the capital markets to fund our business growth. It will
                                also provide members of the public with an opportunity to
                                participate in the equity of our Company. The Invitation will
                                also enlarge our capital base for continued expansion of our
                                business.

Listing Status              :   Prior to the Invitation, there had been no public market for
                                our Shares. Our Shares will be quoted in Singapore Dollars
                                on the Main Board of the SGX-ST, 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
                                (including the Vendor Shares) and the New Shares being
                                granted by the SGX-ST and the Authority not issuing a Stop
                                Order.

Risk Factors                :   Investing in our Shares involves risks which are described in
                                the section entitled “Risk Factors” of this Prospectus.




                                            31
                                 INVITATION STATISTICS

Invitation Price                                                                 S$[ ]

NAV
The NAV per Share based on the audited combined statement of financial
position of our Group as at 31 December 2010:

(a)   before adjusting for the estimated net proceeds of the New Shares      32.0 cents
      and based on the pre-Invitation share capital of 352,000,000 Shares

(b)   after adjusting for the estimated net proceeds of the New Shares and    [ ] cents
      based on the post-Invitation enlarged share capital of [ ] Shares

Discount of Invitation Price per Share over the NAV per Share:

(a)   before adjusting for the estimated net proceeds of the New Shares           [ ]%
      and based on the pre-Invitation share capital of 352,000,000 Shares

(b)   after adjusting for the estimated net proceeds of the New Shares and        [ ]%
      based on the post-Invitation enlarged share capital of [ ] Shares

EPS
Historical EPS for FY2010 based on the audited profit for the year            8.6 cents
attributable to equity holders of our Company and our Company’s pre-
Invitation share capital of 352,000,000 Shares

Historical EPS for FY2010 based on the audited profit for the year            8.2 cents
attributable to equity holders of our Company and our Company’s pre-
Invitation share capital of 352,000,000 Shares, assuming that the Service
Agreements had been in place from the beginning of FY2010

PER
PER based on the Invitation Price, the historical EPS for FY2010 and our      [ ] times
Company’s pre-Invitation share capital of 352,000,000 Shares

PER based on the Invitation Price, the historical EPS for FY2010 and our      [ ] times
Company’s pre-Invitation share capital of 352,000,000 Shares, assuming
that the Service Agreements had been in place from the beginning of
FY2010

Cash Flow From Operating Activities per Share
Historical cash flow from operating activities per Share of our Group for     9.0 cents
FY2010 based on our Company’s pre-Invitation share capital of
352,000,000 Shares

Historical cash flow from operating activities per Share of our Group for     8.6 cents
FY2010 based on our Company’s pre-Invitation share capital of
352,000,000 Shares, assuming that the Service Agreements had been in
place from the beginning of FY2010




                                              32
                                 INVITATION STATISTICS

Ratio of Price To Cash Flow from Operating Activities per Share
Invitation Price to historical cash flow from operating activities per Share      [ ] times
based on our Company’s pre-Invitation share capital of 352,000,000
Shares

Invitation Price to historical cash flow from operating activities per Share      [ ] times
based on our Company’s pre-Invitation share capital of 352,000,000
Shares, assuming that the Service Agreements had been in place from the
beginning of FY2010

Market Capitalisation
Market capitalisation based on our Company’s post-Invitation share capital     S$[ ] million
of [ ] Shares and the Invitation Price




                                              33
                                                  VALUATION

The following section provides a summary of the properties (other than investment properties)
held by us and our associated companies as at the Latest Practicable Date, and their
corresponding book values as at 31 March 2011 and where applicable, their respective market
values, gross development values and/or capital values. Please refer to Annex D of this
Prospectus for more details in the relevant Valuation Certificates.

Fixed Assets
                                                   Net Book Value as at                    Market Value
                                                      31 March 2011                       (“as is” basis)
Description                                               (’000)                              (’000)

Singapore
53, 67/67A Sungei Kadut                                   S$6,777                            S$15,950
New World Centre #03-02 to #03-09                         S$5,722                            S$6,800

India
No 224 & 232 (part), Okkiam                   US$603 (equivalent to               US$7,700 (equivalent to
Thoraippakkam, Industrial Estate,             approximately S$733 at an           approximately S$9,356 at an
Chennai – 600096, which comprise              exchange rate of US$0.823 :         exchange rate of US$0.823 :
various plots of land with our Test           S$1.00)                             S$1.00)
Centre constructed thereon

Development Properties
                                                                               Gross
                                                   Net Book Value as        Development
                                                   at 31 March 2011             Value             Capital Value
Description                                             ($’000)                ($’000)              ($’000)

Land Bank
70, 72-76B, Lorong K, Telok Kurau,                      55,132(1)             226,360               $128,500
16 Gambir Walk and 589 East Coast Road(2)

                                                    Net Book Value       Market Value
Development properties                            as at 31 March 2011 (completed basis)
launched (unsold units)                                  ($’000)           ($’000)

Parc Seabreeze and Coralis                               26,043                46,340

Notes:
(1)     The purchase of two of the above four plots of land was only completed after 31 March 2011. The total
        acquisition cost for these two plots of land was approximately S$56.5 million.

(2)     Subsequent to 31 March 2011, 589 East Coast Road was launched and reclassified as one of our projects
        under development, please refer to the section entitled “General Information on our Group – Ongoing Projects
        Under Development in Singapore” of this Prospectus for further details.




                                                         34
                                       VALUATION

Significant properties held by our associated companies
Meadows Property, a wholly-owned subsidiary of our associated company, Meadows Bright
Development, has an on going project under development, Starlight Suites. The net book value
of unsold units for the development amounted to approximately S$129.0 million as at 31 March
2011. The market value of these unsold units on a “completed basis” based on the valuation
report dated 25 May 2011 was approximately S$134.0 million. Please refer to Annex D of this
Prospectus for the relevant Valuation Certificate.

For our PRC Associate, based on the valuation report dated 10 June 2011, the valuation of the
remaining portion of the unsold, under-construction and undeveloped land for its Singapore
Garden                  project in its existing state was approximately RMB1.03 billion or
approximately S$196.2 million (based on S$1.0 : RMB5.251). Please refer to Annex D of this
Prospectus for the relevant Valuation Certificate.

For our Cambodian Associate, based on the valuation report dated 9 June 2011, the valuation
of the property in Phum Tekthla, Sangkat Tekthla, Khan Sen Sok, Phnom Penh in its existing
state was US$1.15 million or approximately S$1.40 million (based on S$1.0 : US$0.823). Such
property is to be used for future development purpose. Please refer to Annex D of this
Prospectus for the relevant Valuation Certificate.




                                             35
                                       RISK FACTORS

An investment in our Shares involves risks. 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. The following describes some of the
significant risks known to us now that could directly or indirectly affect us and the value or
trading price of our Shares. The following does not state risks unknown to us now but which
could occur in future, and risks which we currently believe to be immaterial, which could turn
out to be material. Should these risks occur or turn out to be material, they could materially and
adversely affect our business, financial condition, results of operations and prospects. To the
best of our Directors’ and Vendors’ knowledge and belief, the risk factors that are material to
investors in making an informed judgement have been set out below. If any of the following
considerations and uncertainties develops into actual events, our business, financial conditions,
results of operations and prospects could be materially and adversely affected. In such cases,
the trading price of our Shares could decline and investors may lose all or part of their
investment in our Shares.

This Prospectus also contains forward-looking statements having direct and/or indirect
implications on our future performance. Investors should also consider the information provided
below in connection with the forward-looking statements in this Prospectus and the warning
regarding forward-looking statements at the beginning of this Prospectus. Our actual results
may differ materially from those anticipated by these forward-looking statements due to certain
factors, including the risks and uncertainties faced by us, as described below and elsewhere in
this Prospectus.

Any reference to “we”, “us” and “our” in this Prospectus is a reference to our Company,
our Group or any member of our Group as the context requires, save that, where
appropriate, such references to “we”, “us” and “our” in the context of the descriptions of
our businesses and operations in the PRC and Cambodia are references to the
businesses and operations of our PRC Associate and Cambodian Associate respectively
and as the case may be.

RISKS RELATING TO OUR GROUP IN GENERAL
Our business is dependent on the economies of the countries in which we operate
Our real estate development business is dependent on the continued expansion of the
Singapore economy and the economies of the other countries in which we operate. The real
estate development market in each of these countries may be adversely affected by political,
economic, regulatory, social or diplomatic developments affecting the respective property
sectors generally. Changes in inflation, interest rates, taxation or other regulatory, economic,
social or political factors affecting the cities where our real estate developments are located or
any adverse developments in the supply, demand and prices of housing in the property sector,
may have an adverse effect on our business. Our real estate development business is also
subject to the cyclical nature of the property industry and as such, any downturn in the real
estate development markets in the countries in which we operate will materially and adversely
affect our business operations, financial performance and financial condition.




                                               36
                                        RISK FACTORS

Our construction activities are dependent on the health of the local property market which in
turn is dependent on the general health of the Singapore economy. A downturn in the
Singapore economy will dampen general sentiments in the local property market and reduce
construction demand which will invariably have a material adverse effect on our business
operations, financial performance and financial condition. In addition, dampened general
sentiments in the local property market and reduced construction demand may also erode profit
margins for any available construction projects due to keen competition. This will also have a
material adverse effect on our business operations, financial performance and financial
condition.

We are subject to intense competition and may not be able to maintain our
competitiveness in our industries
The real estate development and construction industries are highly competitive. For our real
estate development business, we face competition from existing property developers as well as
new entrants to the real estate development business. Some of these competitors may possess
stronger financial resources that enable them to compete more effectively as compared to us. In
order to maintain our competitiveness in the real estate development market, we may have to
offer more competitive prices or try to differentiate ourselves using more innovative marketing
strategies and property designs. For our construction business, in order to secure tenders, we
may have to compete aggressively in our bid price and in terms of service quality. If we need to
lower bid prices and yet face high operating costs from providing additional services, this will
adversely affect our profit margins.

There is therefore no assurance that we will be able to compete effectively with our existing and
future competitors and adapt quickly to changing market conditions and trends. In the event that
we are not able to compete successfully against our competitors or adapt to market conditions,
our business operations, financial performance and financial condition may be adversely
affected.

We are subject to risks associated with joint ventures
We expect that we may, as a matter of business strategy, from time to time enter into real estate
development, real estate investment and construction projects through the formation of joint
ventures. We currently have joint ventures in Cambodia and the PRC. These joint ventures
involve a certain amount of business risks such as the inability or unwillingness of joint venture
partners to fulfil their obligations under the joint venture agreements. Political uncertainties or
new government regulations such as restrictions on ownership can also result in a decline in
the value of our Group’s investments in these joint ventures or a loss in our Group’s ability to
influence the management, directors and decisions made by these companies. There is no
assurance that we will not, in the future, encounter such business risks which, if financially
material, will have an adverse effect on our business operations, financial performance and
financial condition.

In particular, our joint venture in the PRC may be subject to an impairment risk. On 18
November 2010, our Group increased our equity interest in Dalian Shicheng from 13.5% to
25.37% by way of a capital injection and accordingly this investment was accounted for as an
associated company of our Group. As at the Latest Practicable Date, our total investment cost
in Dalian Shicheng amounted to approximately S$6.7 million (excluding fair value gain and
negative goodwill). Thereafter, our Group’s investment in Dalian Shicheng is recognised in our
Group’s financial statements by using the equity method. Under the equity method, investments
in associated companies are carried in the consolidated statement of financial position at cost
as adjusted for post-acquisition changes in our Group’s share of the net assets of the


                                                37
                                        RISK FACTORS

associated company, less any impairment in the value of individual investments. Losses of an
associated company in excess of our Group’s interest in that associated company (which
includes any long-term interests that, in substance, form part of our Group’s net investment in
the associated company) are not recognised, unless our Group has incurred legal or
constructive obligations or made payments on behalf of the associated company. The
independent auditors of Dalian Shicheng PRC had issued a disclaimer of opinion in its auditor’s
report in respect of Dalian Shicheng PRC’s financial statements for the financial year ended 31
March 2010 pursuant to police reports that had been lodged against its former director cum
general manager which related to the alleged misappropriation of funds in Dalian Shicheng
PRC. Based on the audited accounts of Dalian Shicheng PRC for the financial year ended 31
March 2010, the alleged misappropriation of funds was conducted over the period from July
2005 to June 2009. The independent auditors of Dalian Shicheng (which holds the entire paid
up capital of Dalian Shicheng PRC) also issued a similar disclaimer of opinion in its auditor’s
report in respect of Dalian Shicheng’s audited financial statements for the financial year ended
31 March 2010. Pursuant to a special audit for the 9-month financial period from 1 April 2010 to
31 December 2010, the auditors of Dalian Shicheng have issued an unqualified audit opinion
with emphasis of matters. The emphasis of matters were mainly with respect to potential
financial adjustments that may arise from the on going Singapore Commercial Affairs
Department proceedings and police reports filed against the aforementioned former
Singaporean director cum general manager of Dalian Shicheng PRC by the directors of Dalian
Shicheng and on the impracticability to adjust comparative financial information from financial
impact noted which may have arisen from the alleged misappropriation of funds. In the event
that information may be known in future that leads to significant adjustments to Dalian
Shicheng’s financial statements, this may result in recognition of impairment losses in our
investment in Dalian Shicheng.

We may not be able to successfully implement our future plans
Our future plans as set out in the section entitled “Prospects, Trends, Business Strategies and
Future Plans” of this Prospectus, involve numerous risks, including but not limited to, the
incurrence of working capital requirements. Further, these plans will also require substantial
capital expenditure and financial resources. There is no assurance that these plans will achieve
revenue that will be commensurate with our investment costs, or that we will be successful in
securing more projects. If we fail to achieve a sufficient level of revenue or if we fail to manage
our costs efficiently, we will not be able to recover our investment and our future financial
performance and financial condition would be adversely affected.

We may be involved in legal and other proceedings arising from our operations from
time to time
We may be involved from time to time in disputes with various parties involved in the real estate
development and construction projects that we undertake. These parties include contractors,
sub-contractors, suppliers, construction companies, purchasers and other partners. These
disputes may lead to legal and other proceedings. We may also have disagreements with
regulatory bodies in the countries we operate in and these may subject us to administrative
proceedings. In the event that unfavourable decrees are determined by the courts or the
regulatory bodies, we may suffer not only financial losses but also a delay in the construction or
completion of our projects. In addition, as the main contractor of residential developments such
as condominium projects and commercial projects, we are exposed to the risk of legal suits, by
either the management corporation or our clients who in turn are being sued by the
management corporation in respect of defective works in common areas and common property.
In such an event, we may be liable for damages and incur legal costs, which will have an
adverse effect on our financial performance and financial condition.


                                                38
                                        RISK FACTORS

We rely on external financing
Our Group relies on bank financing to partially finance our operations, in particular for our real
estate development projects, which are capital intensive in nature. As such, the availability of
adequate financing, including bank financing, is crucial to our ability to acquire land and
complete our real estate development projects according to plan. Our ability to obtain debt
financing or funds from the capital markets for our requirements depends on the prevailing
economic conditions, our ongoing performance, the general condition of the property market
and the acceptability of the financing terms offered. The majority of these facilities have
variable interest rates and accordingly, any increase in such interest rates will have an adverse
effect on our profitability and financial performance.

We may also require additional debt financing to fund our activities in the future. Additional debt
financing may restrict our freedom to operate our business as new debt covenants may (i)
increase our vulnerability to general adverse economic and industry conditions, (ii) limit our
ability to pay dividends or require us to seek consent for the payment of dividends, (iii) require
us to dedicate a portion of our cash flow from operations to payments of our debts, which would
consequently reduce the availability of our cash flow to fund capital expenditures, working
capital requirements and other general corporate purposes, and (iv) limit our flexibility in
planning for, or reacting to, changes in our business and our industry.

When planning for financing as well as project expenses and earnings for our projects, we need
to take into account various factors such as potential consumer response to our development
projects, the timing of completion, the expected interest charges to be incurred for the entire
duration of the project, the risk of recall of loans and the possibility that financial institutions
may require that we provide additional security for our loans. Any variation in any of the factors
mentioned above may lead to a corresponding change to our estimated project expenses,
including the cost of financing and earnings.

We cannot be assured that additional financing will be available when needed or that, if
available, such financing may be obtained on terms and interest rates that are acceptable to us.
There is also no guarantee that the terms for additional financing will be as favourable as those
previously obtained. In the event that we are unable to obtain acceptable financing, we may not
be able to undertake certain new projects and our business operations, financial performance
and financial condition may be adversely affected. Please refer to the section entitled
“Capitalisation and Indebtedness” of this Prospectus for additional information.

We may be affected by terrorist attacks and other acts of violence, wars, or an outbreak
of diseases
Any fresh occurrence of terrorist attacks such as those which occurred in the United States,
India and Indonesia or acts of violence may lead to uncertainty in the economic outlook of our
markets. All these could have a negative impact on the demand for our services and our sales,
and our business operations, financial performance and financial condition may be adversely
affected.

Furthermore, an outbreak of infectious diseases such as the severe acute respiratory syndrome
(SARS) in the countries in which we operate may adversely affect our business operations,
financial performance and financial condition. If an outbreak of such infectious diseases occurs
in any of the countries in which we have operations in the future, customer sentiment and
spending could be adversely affected and this may have a negative impact on our business
operations, financial performance and financial condition. Our staff and employees in these
countries may also be affected by any outbreak of such infectious diseases and this may affect
our day-to-day operations.

                                                39
                                       RISK FACTORS

We face significant capital outlay from our real estate development and construction
businesses and may experience negative operating cash flow from time to time
In FP2011, we experienced negative cashflow from operating activities of approximately S$5.4
million mainly due to the purchase of two plots of land at 72-76B Lorong K, Telok Kurau and 16
Gambir Walk during this period. These purchases were financed partly by internal resources
and bank borrowings.

Due to the nature of the real estate development business, our real estate development projects
typically require substantial capital outlay during the land acquisition and construction phases.
Typically, a real estate development project will have net cash outflow in its early phases, where
significant cash outlay is required for the purchase of land for development and most of the
payment for units sold would be received in the later phases, on a progressive basis. This is
also applicable to the real estate business of our PRC Associate. Due to the nature of the
construction business, the same can also be said for our construction business, where a
substantial amount of cash is required for the initial stages of construction to purchase building
materials and erection of structural frameworks.

To finance the significant capital outlay arising from our real estate development and
construction businesses, we rely largely on facilities from banks. As such, in the event that we
are unable to obtain the required financing and do not have sufficient cash flow to fund projects
and sustain business operations, our business operations, financial performance and financial
condition may be adversely affected.

We are subject to revenue and profit volatility
We are vulnerable to revenue volatility which is characteristic of real estate development and
construction companies. The amount of revenue to be recognised in a financial year is
dependent on the number, value and stage of completion of projects undertaken by our Group,
which in turn depend on various factors, such as availability of our resources, market sentiment,
market competition and general economic conditions.

Thus, there is no assurance that the amount of revenue from the sale of real estate
development projects will remain comparable every year. Should there be any reasons that
cause us to undertake fewer or no new real estate development projects or should there be any
delay in the progress of any of the projects in our portfolio, our revenue recognised in a
particular year will be adversely affected. Moreover, our accounting policy is in compliance with
the current Singapore Financial Reporting Standards (“SFRS”), whereby revenue from the sale
of real estate development projects is recognised using the percentage of completion method.
Under the percentage of completion method, revenue is recognised by reference to the stage of
completion as certified by the independent architects or quantity surveyors for the individual
units sold. We have no intention of changing our accounting policy in the immediate future.
However, if the SFRS is amended and we have to change our accounting policy in relation to
revenue recognition from percentage of completion method to completion method, 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.

For our construction business, revenues are generated by way of contracts secured through the
competitive process of tenders and there is no guarantee that we are able to secure tenders
every time we put in a bid. Please refer to the section entitled “General Information on our
Group - Operation Process” of this Prospectus for details of our operation process for our
construction business. Therefore, there will be a fluctuation in the number and value of projects
we undertake and there is no assurance that we will be able to continuously secure new


                                               40
                                        RISK FACTORS

projects of similar value and volume as the projects undertaken by our construction business
are non-recurring. In the event that we are not able to continually and consistently secure new
projects, our business operations, financial performance and financial condition may be
adversely affected.

We are dependent on key personnel and skilled labour for our continued success and
growth
Our Group’s success to date is attributable to the contributions and expertise of our Executive
Directors and Executive Officers. Our continued success and growth will depend on our ability
to retain the services of our Executive Directors and Executive Officers. Any loss of services of
our key management personnel without suitable and timely replacement, or the inability to
attract and retain other qualified personnel, would have an adverse effect on our business
operations, financial performance and financial condition.

Our business is also highly dependent on skilled personnel. Having a team of experienced and
skilled personnel is essential in maintaining the quality of services. A high turnover of such
personnel without suitable and timely replacements could have an adverse impact on our
business operations and competitiveness.

Our insurance coverage may not be adequate
We face the risk of loss or damage to our properties and machinery due to fire, theft and
natural disasters, such as earthquakes and floods. Such events may cause disruption or
cessation in our operations, thus adversely affecting our business operations, financial
performance and financial condition.

Whilst our insurance policies cover some losses in respect of loss or damage to our properties
and machinery, our insurance may not be sufficient to cover all of our potential losses in
extraordinary events. In the event such loss exceeds the insurance coverage or is not covered
by the insurance policies that we have taken up, we may be liable to cover the shortfall of the
amounts claimed and our financial performance and financial condition may be adversely
affected.

In relation to the construction projects which we undertake as the main contractor, we obtain
the contractors’ all risks insurance and workmen’s compensation under the Work Injury
Compensation Act, Chapter 354 of Singapore. In the event that insurance coverage is
insufficient to meet the claims arising in respect of the projects, we may be exposed to losses
which may adversely affect our profitability. Please refer to the section entitled “General
Information on Our Group – Insurance” of this Prospectus for further details of our insurance
coverage.

Excessive warranty claims will adversely affect our financial position
We provide limited warranty of up to 10 years for certain of the works for our construction
projects such as anti-termite treatment, waterproofing works, external painting works and
aluminium windows and doors. The limited warranty covers defects and any premature wear
and tear of the materials used in the projects. Rectification and repair works to be carried out by
us that are covered under the limited warranty would not be chargeable to the customers. We
provide such warranties jointly with our suppliers and/or sub-contractors. In the event our
suppliers and/or sub-contractors are not able to perform their obligations under the warranty, we
will be liable for the claims pursuant to the warranty. Excessive warranty claims for rectification
and repair works will have an adverse effect on our business operations, financial performance
and financial condition.


                                                41
                                       RISK FACTORS

We are susceptible to fluctuations in foreign exchange rates that could result in us
incurring foreign exchange losses
Both our revenue and direct costs of our real estate development segment and the direct costs
of our construction segment are presently largely denominated in S$. Our operating expenses
are mainly in S$. Going forward, depending on the development of our real estate development
segment, our revenue and direct costs in such segment may also be denominated in RMB, US$
and KHR. To the extent that our revenue and operating costs are not naturally matched in the
same currency, we may be exposed to any adverse foreign exchange fluctuation. We presently
do not have any formal policy for hedging against foreign exchange exposure.

We are also subject to translation risks as our combined financial statements are denominated
in S$ while the financial statements of our foreign subsidiaries and associated companies are
prepared in the respective functional currencies. For the purposes of consolidating the results of
our foreign subsidiaries and associated companies, the balance sheets of our foreign
subsidiaries and associated companies are translated from the functional currencies based on
the year end exchange rates for the relevant financial period or year. The profit or loss
statements 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 S$ against the respective functional currencies of our foreign subsidiaries and associated
companies may adversely affect our Group’s financial performance and financial condition.

We (including our PRC Associate and Cambodian Associate) have to renew, maintain
and obtain statutory and regulatory permits and licences as may be required to operate
our businesses and any delay or inability to obtain the same may have an adverse
impact on our businesses
Being in the real estate development and construction business, we require several statutory
and regulatory permits, consents and approvals to operate our business. Many of these
permits, consents and approvals are granted for fixed periods of time after the expiry of which
these need to be renewed from time to time. We cannot assure that we would apply for and
obtain the relevant permits, consents and approvals required for our projects or otherwise within
the statutory time limits, and there can be no assurance that the relevant authorities will issue
any such permits, consents or approvals in time or at all. Failure by us to renew, maintain or
obtain the required permits, consents or approvals, or cancellation, suspension or revocation of
any of our permits, consents or approvals may result in the interruption of our operations and
may have a material adverse effect on our business.

Our PRC Associate has obtained project development approval from Dalian Lvshunkou District
Development and Planning Bureau                                     , the “Lvshunkou Planning
Bureau”, in respect of the development and construction of a project with a site area of
approximately 216,330(1) m2 and a gross floor area of approximately 282,830(2) m2 located in
Dalian City, PRC. Subsequently, our PRC Associate altered the design of the proposed project
resulting in an increase in the gross floor area of the project to approximately 427,848(2) m2
when all eight phases are completed. Our PRC Associate has not yet applied to Lvshunkou
Planning Bureau for approval of the change to the gross floor area of its property development
project and is in the process of preparing and collecting information for such application. In the
event that our PRC Associate does not obtain approval for the change to the gross floor area,
our PRC Associate may be required to take corrective measures and/or have its original project
approval revoked.




                                               42
                                             RISK FACTORS

Further, pursuant to the Implementation Rules on the Management of Qualification of Real
Property Development Enterprises of Liaoning Province
       , our PRC Associate, being a real property development company with level 3
qualification, is permitted to undertake the development and construction of projects with gross
floor area of less than 150,000 m2 across Dalian City, PRC. Our PRC Associate has been
developing the township in Dalian City, PRC in stages and is of the view that it has been in
compliance with the above requirements. However, according to documents filed with the
relevant PRC authorities, it would appear that, the project under construction by our PRC
Associate was approximately 210,000 m2 for 2009. As at 31 December 2010, the gross floor
area of the projects under construction is more than 70,000 m2, and 140,000 m2 has been
completed. As at the Latest Practicable Date, our PRC Associate has passed the latest annual
inspection of and obtained the Qualification Certificate for Real Property Development
Enterprises (the “Qualification Certificate”) by Dalian Urban and Rural Construction Commission
and our PRC Associate has not been subjected to any penalties or fines notwithstanding that
our PRC Associate has not updated the changes to the gross floor area of the project in the
relevant certificates. Whilst our PRC Associate is of the view that it has been in compliance
with all relevant regulations, if the relevant PRC authority considers that our PRC Associate did
not engage in the development of real property within the approved scope, our PRC Associate
may be required to take corrective measures and may be fined up to RMB100,000 and/or have
its business licence and/or Qualification Certificate revoked.

If any of such events occur, our financial performance and financial condition may be adversely
affected. As at the Latest Practicable Date, our cost of investment in Dalian Shicheng amounted
to S$6.7 million and our advances to Dalian Shicheng amounted to S$2.6 million. The fair value
gain recognised amounted to S$3.7 million and negative goodwill amounted to S$0.2 million for
FY2010. In addition, we have extended joint and several corporate guarantees for two bank
facilities extended to Dalian Shicheng PRC and Dalian Shicheng amounting to RMB250 million
and S$14.5 million respectively, of which RMB150 million has been drawn down as at the
Latest Practicable Date.

Notes:
(1)   This figure is extracted from the land use right certificates for each of                    a) 0411190
      (dated 29 December 2004); b) 0411201 (dated 16 March 2006); and c) 0411202 (dated 14 April 2006).

(2)   These figures are extracted from the project approval
      dated 4 November 2004.


RISKS RELATING TO OUR REAL ESTATE DEVELOPMENT BUSINESS
We may face claims for delays and defective works
It is common in connection with our real estate development business that claims relating to
delays and defective works are sometimes made against us by the purchasers and/or the
management corporations of such properties. Claims may also be made against us by the
owners or occupiers of neighbouring properties in respect of the use and enjoyment of such
properties.

Our business operations, financial performance and financial condition will also be affected if
we have to pay a significant amount of compensation or spend a significant amount of
resources in legal costs in the event of legal proceedings. Our reputation may also be adversely
affected as a result of such proceedings.




                                                      43
                                        RISK FACTORS

We may be subject to limitations of property valuations
The valuations of our properties set out in this Prospectus are conducted by independent
professional valuers and valid as of the date of valuation. The valuations are based on certain
assumptions and are not intended to be a prediction of the actual values likely to be realised by
our Group from these investments. The valuations of our properties will be adversely affected by
unfavourable changes in economic or regulatory conditions or other relevant factors which could
affect such valuations.

We may be affected by a decline in property prices
Property prices in Singapore are largely affected by supply and demand for properties. Typically
the demand for properties in Singapore follows a cyclical pattern and is generally affected by
the Singapore economy, which is in turn, affected by global economic conditions. Local market
sentiments and expectations also affect property prices in Singapore. For example, the terrorist
attacks in the United States of America on 11 September 2001 caused the global economy, and
subsequently, the Singapore economy to decline. More recently, the market events and
conditions that transpired in 2008 and 2009, including disruptions in the international credit
markets and other financial systems and the deterioration of global economic conditions, had,
among other things, caused a loss of confidence in the global credit and financial markets,
resulted in the collapse of, and/or government intervention in, major financial institutions and
created a climate of greater volatility, declining liquidity and tighter credit conditions. Any such
events, economic recession or negative market sentiment may therefore adversely affect
demand for our properties and impact pricing, and would have an adverse effect on our Group’s
financial performance and financial condition.

We may be affected by changes in the government regulations and policies in Singapore
The property business in Singapore is subject to governmental regulations relating to various
matters including acquisition of land, zoning and development planning, design and
construction as well as mortgage financing and refinancing. In addition to amending existing
rules and imposing new rules, the Singapore government, as the biggest supplier of land, also
regulates the supply of land to property developers from time to time so as to modulate the
demand and supply of properties in order to maintain an orderly and stable property market.
The Singapore government has also in the past, intervened and regulated the movement in
property prices to curb property speculation.

In September 2009, the government abolished the interest absorption scheme (the “IAS”) and
interest-only housing loans (the “IOL”), which were usually offered to purchasers of uncompleted
private residential properties to lower their upfront payment until the real estate development
project is issued with TOP. The abolition of IAS and IOL aimed to encourage prospective
purchasers to consider carefully their ability to afford the properties over the long term and not
to rush into any purchases. In February 2010, the government imposed stamp duty on sellers of
private residential properties and residential land, bought on or after 20 February 2010, and
sold within one year from the date of purchase to discourage short-term speculative activity.
The loan-to-value limit was also lowered from 90% to 80% for all housing loans provided by
financial institutions regulated by the MAS to encourage greater financial prudence among
property purchasers. In August 2010, the government further announced that seller’s stamp
duty will be payable on residential properties which are bought on or after 30 August 2010 and
sold within three years of acquisition. In addition, for property buyers who already have one or
more outstanding housing loans at the time of the new housing purchase, the minimum cash




                                                44
                                        RISK FACTORS

payment was increased from 5% to 10% of the valuation limit, and the loan-to-value limit for
housing loans granted by financial institutions regulated by the MAS to these buyers was
decreased from 80% to 70%. In January 2011, the Singapore government announced further
measures such as increasing the holding period for the imposition of seller’s stamp duty from
three years to four years, raising the seller’s stamp duty to a maximum of 16% of the
consideration for residential properties bought on or after 14 January 2011, lowering the loan-
to-value limit to 50% for housing loans granted by financial institutions regulated by the MAS for
property purchasers who are not individuals, and lowering the loan-to-value limit from 70% to
60% for housing loans granted by financial institutions regulated by the MAS for property
purchasers who are individuals with one or more outstanding loans at the time of the new
housing purchase. In September 2011, the Ministry of National Development raised
development charges by an average of 17% and 12% for residential landed properties and
residential non-landed properties respectively. Should any new or more stringent measures be
introduced to the property market, our business operations, financial performance and financial
condition may be adversely affected.

In addition, real estate developers and/or building contractors are subject to laws and
regulations relating to workplace health and safety, environmental pollution control and other
areas that may concern our industry. There is no assurance that such regulatory standards will
remain unchanged in the future. Should the relevant authorities implement additional and/or
more stringent requirements, we may have to incur additional expenses and devote extra time
or efforts to comply with such changes. Besides, in the event of any non-compliance with such
regulatory standards at our project sites, our project sites may be subject to temporary
suspension or further examinations resulting in project delay. Should such situations arise, our
business operations, financial performance and financial condition may be adversely affected.

Our unsold real estate development assets may be illiquid
Our unsold real estate development assets are relatively illiquid prior to their sale. Such
illiquidity limits our ability to convert our unsold real estate development assets into cash on
short notice. Such illiquidity may also have a negative effect on determining the selling prices of
our unsold completed real estate development assets in the event that we require a quick sale
of these assets. Please refer to the sub-sections entitled “Ongoing Projects Under Development
in Singapore” and “Ongoing Projects Under Development in the PRC (by our PRC Associate)”
under the section entitled “General Information on our Group – Our Business” of this
Prospectus for further details of our unsold real estate development assets as at the Latest
Practicable Date.

We are dependent on our ability to grow our land bank
We need to continue identifying land suited for real estate development in order to maintain and
grow our real estate development business. We usually replenish and source for land by
participating in property auctions, acquiring land from private owners as well as sourcing for
suitable development sites through external property agents. We compete with other property
developers for land. If we are not successful in securing sizeable and appropriate land for real
estate development, and as a result undertake fewer real estate development projects, our
business operations, financial performance and financial condition may be adversely affected.
Please refer to the section entitled “General Information on our Group – Our Business – Land
Bank for Future Developments” of this Prospectus for more information on our land bank.




                                                45
                                       RISK FACTORS

RISKS RELATING TO OUR CONSTRUCTION BUSINESS
We may be adversely affected by any shortage in the supply of foreign workers or
increase in levy for foreign workers, or any restriction on the number of foreign workers
that we can employ for a project
The construction industry is highly labour intensive. As the pool of local workers employed in
the construction industry in Singapore is scarce and the cost of local labour is high, we and our
sub-contractors have to rely heavily on foreign labour for all our construction projects. Most of
our construction workers are foreign workers who come mainly from India, Bangladesh and the
PRC and are subject to foreign workers’ levy. On this basis, our business operations, financial
performance and financial condition are vulnerable to any shortage in the supply of foreign
workers and any increase in the cost of foreign labour.

Any changes in the policies of the foreign workers’ countries of origin may affect the supply of
foreign labour and cause disruptions to our business operations which may result in a delay in
the completion of our projects. The supply of foreign labour and the number of foreign workers
that we and our sub-contractors are allowed to employ are further subject to the policies and
regulations imposed by the MOM. For example, the MOM imposes a quota on the number of
foreign workers that we and our sub-contractors can employ in respect of each of our
construction projects. Depending on the requirements of our projects, such quota on the
number of foreign workers could affect our business operations and accordingly our business
operations, financial performance and financial condition could be adversely affected. If the
foreign workers’ levy were to increase, our construction costs will increase correspondingly and
such additional costs will affect the profitability of our Group. Pursuant to the Singapore
Government’s Budget 2010, there will be a gradual increase in the foreign workers’ levy every
six months from July 2010 till July 2012. The Singapore Government recently announced
further increases in foreign workers’ levy for Budget 2011, which will be phased in at six-
monthly intervals from 1 January 2012 to 1 July 2013. Consequently, if we are unable to
reduce our reliance on foreign workers, our financial performance and financial condition may
be affected as our construction costs will increase accordingly.

In addition, if there are any changes in the foreign labour policies imposed by the MOM that
result in restrictions on the supply of foreign labour, we may have to seek alternative and more
costly sources of labour for our projects. For instance, pursuant to the Singapore Government’s
Budget 2010, the MOM has announced that there will be a reduction in the man-year
entitlement (the “MYE”) by 25% over three years for the construction sector. MYE refers to the
total number of foreign workers a main contractor is entitled to employ, based on the value of
the projects. Accordingly, the number of foreign workers that we can employ will be reduced and
if we are not able to increase our productivity and/or have to employ more costly sources of
labour, our overall construction costs will increase and our financial performance may be
materially and adversely affected.

Our earnings may be affected by fluctuations in construction material prices
The construction materials used in our construction business include concrete, sand,
aggregates, cement, bricks, tiles, steel and aluminium. The prices of these construction
materials may fluctuate due to changes in the supply and demand conditions. Currently, we do
not have a long-term supply contract with any of our suppliers. Any sudden shortage of supply
or reduction in the allocation of construction materials to us from our suppliers for any reason
may adversely affect our business operations or result in us having to pay a higher cost for
these construction materials. For example, the Indonesian government’s ban on sand exports to
Singapore with effect from the beginning of 2007 led to a shortage of sand supply, resulting in



                                               46
                                        RISK FACTORS

an increase in our cost of construction materials. More recently, the floods experienced in
Australia in late 2010 and the early part of 2011 have also resulted in an increase in our cost of
construction materials.

Furthermore, a typical construction project generally spans more than one year. As a result, our
costs may increase beyond our initial projections and this may result in a reduction in our
previously estimated profit margins or us incurring a loss. In the event of any significant
increase in the costs of such construction materials and us failing to find a cheaper source of
supply or pass on such increases in raw material prices to our customers, our business
operations, financial performance and financial condition will be adversely affected.

We are liable for delays in the completion of projects and any liquidated damages arising
from such delays
The construction contract between a developer and its main contractor would normally include
a provision for the payment of pre-determined liquidated damages by the latter to the former in
the event that the project is completed after the stipulated date of completion stated in the
contract.

Delays in the completion of a project could occur from time to time due to several factors
including but not limited to adverse weather conditions, shortages of labour, equipment and
construction materials, the occurrence of natural disasters, labour disputes, disputes with
suppliers and sub-contractors, industrial accidents, work stoppages arising from accidents or
mishaps at the worksite or delays in the delivery of building materials by the suppliers. In the
event of any delay in the completion of the project due to factors within our control, we could be
liable to pay liquidated damages under the construction contract and incur additional overheads
that will adversely affect our earnings and erode our profit margin for our project. In such event,
our financial performance and financial condition would be adversely affected. For the period
under review, our Group paid an amount of approximately S$0.22 million on liquidated damages
for one of our projects.

We may be adversely affected by any cost overruns and/or increases in costs
As disclosed in the section entitled “General Information on our Group - Operation Process” of
this Prospectus, our tender committee will prepare for a tender submission based on internal
costing and budgetary estimates. Thereafter, the contract value that is quoted in the tender
submission to the developer for construction projects is determined after having evaluated all
related costs including the indicative pricing of the various suppliers and sub-contractors.
However, owing to unforeseen circumstances such as adverse soil conditions, unfavourable
weather conditions or unanticipated construction constraints at the worksite which may arise
during the course of construction, additional work which was not previously factored into the
contract value may have to be carried out and this may result in higher project costs. It is also
possible for incorrect estimations of costs to be made during the tender submission or delays in
the execution of construction projects may arise. These circumstances will lead to cost overruns
which will erode our profit margin for the project or may result in losses. This will have an
adverse effect on our financial performance and financial condition.

In submitting a tender, the developer would normally request for an affirmative quotation.
However, the indicative pricing which we obtain from our suppliers and sub-contractors for the
purpose of determining the contract value are only valid over a certain period. As the award of
the tender is known only much later and the duration of construction normally stretches more
than one year, there is a possibility that the final pricing agreed with our suppliers and sub-
contractors will be less favourable than the indicative pricing factored into our tender



                                                47
                                        RISK FACTORS

submission. As the construction contract would typically provide that no adjustment shall be
made to the contract value for fluctuations in the cost, amongst others, of labour, construction
materials, equipment rental and sub-contracting services, we would be unable to pass any cost
increase to the developer. From our past project experiences, the cost component which is most
sensitive to price fluctuations is basic construction materials such as cement, sand, concrete,
steel and bricks. A substantial increase in the cost of basic construction materials or any other
cost components vis-à-vis the estimates factored into the contract value agreed with the
developer will therefore erode our profit margin for the construction project or may even result in
losses. This will have an adverse effect on our financial performance and financial condition.

We may be subject to disputes with, and/or claims from, developers and/or sub-
contractors
It is not uncommon in the construction industry for disputes to arise between the developer and
contractor for various reasons including differences in the interpretation of acceptable quality
standards of workmanship and materials used, disagreements over the valuation of work-in-
progress and general non-adherence to the contract specifications. Consequently, it is an
industry practice for the developer to withhold an agreed percentage of the contract sum,
typically up to five per cent (5.0%), as retention monies to defray the costs of instituting any
work for repair, reconstruction or rectification of any imperfection or other fault or defects which
may surface or be identified only during the maintenance period, typically of about 12 to 24
months after the official hand-over of a building project. We may therefore encounter difficulties
in collecting the full sum or any part of the retention monies due and may run the risk of
incurring additional costs to make good the imperfection, fault or defect or reconstruction of
works under dispute to the extent that our profit margin is eroded or losses are incurred for the
building project. Moreover, where we are in breach of any terms of the contract, our clients are
entitled to claim for liquidated damages for delay in completion or other losses suffered by them
by off-setting the same from the retention monies or enforcing the performance bond. If the
performance bond is called upon, we will be required to indemnify the relevant insurance
company or financial institution for such payment, as well as any damages arising from
disputes. This will have an adverse effect on our financial performance and financial condition.

Disputes may also arise between the developer and contractor from disagreements over the
cost of variation orders requested by the former. This is because the variation orders are
sometimes carried out before the additional charges are agreed upon in order that the building
project may be completed on schedule. However, as the cost of variation orders is not
determined beforehand, their basis of valuation may become a source of dispute after the
building project has been completed. In the event that a dispute were to arise between the
developer and us such that we are required to bear part of the variation cost, our profit margin
for the building project will be eroded or it may result in losses. This will have an adverse effect
on our financial performance and financial condition. Disputes may also arise between us and
our sub-contractors for various reasons, including defective works, disruption of subcontract
works and disputes over contract specifications and the final amount payable for work done on
a project.

It is not uncommon in our construction business for claims to be made against us from time to
time by our sub-contractors and developers arising from such disputes. In the event that any of
such claims are successfully made against us, our financial performance and financial condition
may be materially and adversely affected. Any legal proceedings relating to such claims may
also have an adverse effect on our market reputation.




                                                48
                                        RISK FACTORS

We are liable for defects or failure in the structural and M&E design for the design and
build projects that we undertake as the main contractor
For design and build projects, a single contract is awarded by the developer to the main
contractor who shall be responsible for the structural and M&E designs and construction works
of the entire project. Consultants such as engineers are always engaged to work on such
projects and they will be liable for any defect or failure in the structural and, M&E design of the
building arising from their default, as the case may be. However, in the event that such defaults
could not be sufficiently covered by the professional indemnity insurance taken up by the
respective consultants, we would be liable to the developer for the residual amount of such
defaults. As at the Latest Practicable Date, we are not subject to any material claims for such
defaults.

If a developer were to succeed in obtaining a court judgment or an arbitration award against us
for claims on the grounds of design defect or failure, such claims may have a material adverse
effect on our financial performance and financial condition.

We may be affected by accidents and/or violation of regulatory requirements at our
construction sites
Accidents or mishaps may occur at the construction sites for our projects even though we have
put in place certain safety measures. As such, we are subject to personal injury claims by
workers who are involved in accidents at our worksites during the course of their work from time
to time.

Such accidents or mishaps may severely disrupt our operations and lead to a delay in the
completion of a project, and in the event of such delay, we could be liable to pay liquidated
damages under the construction contract with our customers. In such an event, our business
operations, financial performance and financial condition may be materially and adversely
affected. Further, such accidents or mishaps may subject us to claims from workers or other
persons involved in such accidents or mishaps for damages suffered by them, and any
significant claims which are not covered by our insurance policies may materially and adversely
affect our financial performance and financial condition. In addition, any accidents or mishaps
resulting in significant damage to our premises, machinery or equipment may also have a
significant adverse effect on our business operations, financial performance and financial
condition. Save for two worksite accidents in 2009 and 2011 which resulted in two fatalities from
suspected heart attacks, for the last three financial years ended 31 December 2010 and up to
the Latest Practicable Date, we have not experienced any fatal accidents at our worksites.

Further, under the demerit points scheme for the construction industry introduced by the MOM,
if we are found to have violated safety requirements at our worksites, we will be given demerit
points. For example, a main contractor accumulates more than 18 demerit points within a 12
month rolling period will receive a formal warning from MOM. The worksite may have limited
access to work permit holders for a specified period in the event that the contractor continues to
accumulate demerit points thereafter. If a contractor does not make improvements and
continues to commit workplace safety and health offences, applications by such contractors for
new and renewal of all types of work passes for all foreign employees may be rejected by
MOM.




                                                49
                                         RISK FACTORS

As we may incur demerit points from time to time on a project, the more projects we take up,
the more susceptible we are to the incurrence of demerit points. For the last three financial
years ended 31 December 2010 and up to the Latest Practicable Date, we have been issued a
total of five demerit points. We received the said five demerit points in January 2008 and have
not received any further demerit points from the MOM since then. To the best knowledge of our
Company, all five demerit points have expired as of the Latest Practicable Date. For more
information on the Demerit Points Scheme, please refer to the section entitled “General
Information on our Group - Government Regulations” of this Prospectus.

In addition, in the event that our worksites contravene the requisite safety and health standards
imposed by the regulatory authorities, we could be fined, or issued with partial or full stop-work
orders. For the last three financial years ended 31 December 2010 and up to the Latest
Practicable Date, we have been issued with two such stop-work orders in respect of the
following: in 2010 for the Anderson 18 worksite (issued by the BCA) and in 2008 for the Inspira
worksite (issued by the MOM). These stop work orders were generally in relation to the lack of
or inadequacy of safety measures put in place for work on scaffolds, working at heights and
falling hazards. In addition, in 2010, the consultant for our Parc Seabreeze worksite instructed
us to suspend the excavation works carried out on site until certain amendments were made to
the pre-approved drawings by the BCA for this project. Upon rectification, the stop-work orders
and the suspension of work were subsequently lifted.

For more information on the above, please refer to the section entitled “General Information on
our Group – Government Regulations” of this Prospectus. In the event that we are issued such
stop work orders, this may severely disrupt our operations and lead to a delay in the completion
of a project. These circumstances may generate negative publicity and adversely affect our
market reputation, and may also have a material adverse impact on our business operations,
financial performance and financial condition.

Our business is dependent on the services of our sub-contractors
We engage sub-contractors to provide various services for our construction projects, including
piling and foundation works, engineering, landscaping, installation of air-conditioning units and
elevators, mechanical and electrical installation, utilities installation, interior decoration and any
other specialist work. These sub-contractors are selected based on, amongst others, our past
working experience with them, their competitiveness in terms of their pricing and their past
performance. We cannot be assured that the services rendered by sub-contractors will be
satisfactory to us or that they will meet our requirements for quality. In the event of any loss or
damage which arises from the default of the sub-contractors engaged by us, we, being the main
contractor, will nevertheless be liable for our sub-contractors’ default. Furthermore, these sub-
contractors may experience financial or other difficulties that may affect their ability to carry out
the work for which they were contracted, thus delaying the completion of or failing to complete
our construction projects, resulting in additional costs for us or exposing us to the risk of
liquidated damages. Any of these factors could have a material adverse effect on our business
operations, financial performance and financial condition.




                                                 50
                                        RISK FACTORS

We may be adversely affected by changes in government legislation, regulations or
policies which affect the construction industry in Singapore
As we derive a significant portion of our revenue from our construction business in Singapore,
any changes in government legislation, regulations or policies affecting the construction
industry in Singapore could adversely affect our business operations and/or have a negative
effect on the demand for our construction services. The compliance with such changes may
also increase our costs and any significant increase in compliance costs arising from such
changes may adversely affect our financial performance. There is no assurance that any
changes in government legislation, regulations and policies will not have an adverse effect on
our financial performance and financial condition.

We will be affected by the loss of our BCA grading and credit rating with the BCA
Registration with the BCA is a pre-requisite for us to tender for contracts with the government
sector in Singapore. Certain customers in the government sector in Singapore may also require
that we achieve the specified ISO recognition as a tender pre-requisite. Please refer to the
sections entitled “General Information on our Group – Quality Assurance” and “General
Information on our Group – Government Regulations” of this Prospectus for details of our
various certifications. In addition, some customers in the private sector have also requested
that contractors hold BCA registration.

Currently the industrial classification awarded by BCA to our Group is determined by factors
such as capital net worth, track record and turnover/sales. If we are unable to meet the criteria
for the grant of our current classification, we may be downgraded in terms of the level of
classification we have been granted or our current classification may not be renewed. In the
event our current classification is downgraded, the financial value of contracts that we can
tender for are smaller or we may not be allowed to bid for contracts which have a higher
industrial classification as a pre-requisite for tender. These would be detrimental to our business
operations. Please refer to the section entitled “General Information on our Group –
Government Regulations – Contractors’ Registry” of this Prospectus for more details on the
criteria to be maintained for BCA grading.

In addition, BCA adopted a credit rating system to serve as a supplementary indicator of the
financial standing of the larger construction firms in its contractors’ registry in 2006. The
adopted credit rating has been developed to assess the financial health of companies.
Following this, construction firms in the BCA’s contractors’ registry are currently appraised and
categorised into various groups based on their track records, personnel, and financial strength
as measured by their capital and net-worth. For the larger firms, i.e. those in the top categories
of A1, A2 and B1, which may tender for public sector construction contracts valued at S$50
million or more, government agencies will use this credit rating as an additional reference on
the financial standing of the firms when evaluating public tenders. Tiong Aik Construction is
currently registered with the BCA with the highest BCA grading of A1 under the category of
CW01 for general building which qualifies us to undertake public sector construction projects
with unlimited contract value. If we fail to maintain our credit rating with the BCA, our market
reputation will also be adversely affected.




                                                51
                                        RISK FACTORS

We are subject to licensing requirements for our operations
Pursuant to the Building Control (Amendment) Act 2007, builders who undertake all building
works where plans are required to be approved by BCA and those who undertake works in
specialist areas which have a high impact on public safety and require specific expertise, skill or
resources for their proper execution have to be licensed. The legislation came into effect on 16
December 2008 and builders were given a period of six (6) months from that date to apply for a
licence. As at the Latest Practicable Date, we have obtained the requisite licences. In addition,
main contractors registered under General Builder Class 1 will need to comply with
requirements on Construction Registration of Tradesmen Scheme (“CoreTrade”) on construction
personnel. In the event that such requirements are not met, we would not be able to obtain the
necessary permits to carry out building works. This would then have an adverse impact on our
business. For more details on the Building Control (Amendment) Act 2007 and the requisite
licences that we have obtained, please refer to the section entitled “General Information on our
Group – Government Regulations – Building Control (Amendment) Act 2007” of this
Prospectus.

In addition, our operation of the Test Centre is subject to, amongst others, the following
requirements: (i) compliance with the applicable laws and regulations in India; (ii) annual
endorsement by the BCA; and (iii) such other requirements as may be imposed by the BCA
from time to time. In the event that we are unable to fulfill such requirements, we may not be
able to continue operating the Test Centre and this would then have an adverse impact on our
business.

We are exposed to credit risks of our customers
Our financial performance and position are dependent, to a certain extent, on the
creditworthiness of our customers. If there are any unforeseen circumstances affecting our
customers’ ability or willingness to pay us, we may experience payment delays or non payment.
In any of such events, our financial performance and financial position will be affected
adversely. Please refer to the section entitled “General Information on our Group – Credit
Management” of this Prospectus for more details.

RISKS RELATING TO THE PRC FACED BY OUR PRC ASSOCIATE
Any reference to “we”, “us” and “our” in this section of the Prospectus in the context of
the descriptions of our businesses and operations in the PRC are references to the
businesses and operations of our PRC Associate.

We may be adversely affected by changes in the social, political and economic
conditions in the PRC
Any significant slowdown in the PRC economy or decline in demand for properties from
customers in the PRC will have an adverse effect on our business operations, financial
performance and financial condition. Furthermore, any unfavourable changes in the social and
political conditions of the PRC may also adversely affect our business and operations.

Since the adoption of the “open door policy” in 1978 and the “socialist market economy” in
1993, the PRC government has been undergoing reforms in its economic and political systems.
The PRC government is expected to continue modifying or reforming its economic and political
systems from time to time. Any changes in the social, political and economic policies of the
PRC government may lead to changes in the laws and regulations or the interpretation of the
same, as well as changes in the foreign exchange regulations, taxation and land ownership and



                                                52
                                        RISK FACTORS

development restrictions, which may in turn adversely affect our financial performance. We
cannot predict whether changes in the PRC’s political, economic and social conditions, laws,
regulations and policies will have any adverse effect on our existing or future business, financial
performance or financial condition.

We may be adversely affected by the introduction of new laws, regulations and policies
or changes to existing laws, regulations and policies by the PRC government
Our real estate development business and operations in the PRC are governed by the legal
system of the PRC. The PRC legal system is a codified system with written laws, regulations,
rules and other regulatory documents. The PRC government is still in the process of developing
its legal system. As the PRC economy is undergoing development generally at a faster pace
than its legal system, some degree of uncertainty exists in connection with whether and how
existing laws and regulations will apply to certain events or circumstances. Some of the laws
and regulations, and the interpretation, implementation and enforcement thereof, are still at an
experimental stage and are therefore subject to policy changes. Further, the interpretation,
implementation and enforcement of the PRC laws and regulations involve a number of unclear
and uncertain factors. Accordingly, the outcome of any dispute resolution may be uncertain or
unpredictable and it may be difficult to obtain swift and equitable enforcement of the laws in the
PRC, or to obtain enforcement of a judgment by a court in the PRC in other jurisdictions. We
are not able to predict the effect of future changes of the PRC legal system, in particular the
effect of such changes on the property ownership. Any introduction of new laws, regulations and
policies or amendments to existing laws, regulations and policies by the PRC which is
detrimental to the business environment in which we operate will adversely affect our
profitability.

PRC foreign exchange control may limit our ability to utilise our revenue effectively and
affect our ability to receive dividends and other payments from our PRC Associate
Our PRC Associate is subject to the PRC rules and regulations on currency conversion. In the
PRC, the State Administration for Foreign Exchange                   (“SAFE”) regulates the
conversion between RMB and foreign currencies. Currently, the main applicable regulation in
respect of conversion between RMB and other currencies is the Foreign Exchange Control
Regulations of the PRC                               (“Regulations”) which came into effect
on 1 April 1996 and was amended on 14 January 1997 and 1 August 2008 respectively. Under
the Regulations:

(i)    foreign invested enterprises (“FIEs”) may freely buy, sell and/or remit foreign currencies at
       the banks authorised to conduct foreign exchange business in the PRC only upon
       providing valid commercial documents and in the case of capital account item
       transactions, upon obtaining approval from the SAFE as well; and

(ii)   capital investments by FIEs outside of the PRC are also subject to certain limitations, of
       which some examples would be the need to obtain approvals from the Ministry of
       Commerce, the SAFE and the National Development and Reform Commission.

We cannot provide any assurance that the PRC regulatory authorities will not impose further
restrictions on the purchase, sale and/or remittance of foreign currencies by/to our PRC
Associate. As the revenues of our PRC Associate are denominated in RMB, any future
restrictions on currency exchanges may limit our ability to repatriate such revenues for the
distribution of dividends to our Group or for funding our other business activities outside the
PRC. Please refer to Annex G of this Prospectus for more information.



                                                53
                                       RISK FACTORS

We may be adversely affected by PRC government policies, regulations and measures
intended to discourage speculation in the PRC property market
Due to increasing speculation and investment in the real estate market, the PRC government
has implemented a series of measures in a bid to discourage property speculation in the real
estate market and to ensure the availability of affordable housing. For instance, in April 2010,
the PRC State Council approved the “Notice on Firmly Curbing the Surging Housing Prices in
Certain Cities”                                                        (Guo Fa [2010] No. 10)
which stipulates that, amongst others, where a family (including the borrower, his/her spouse
and his/her kids who are not of majority age) purchases its first residential unit, the minimum
down payment shall be 30% of the purchase price for residential units with a built-in area
exceeding 90 m2 while a family which has already purchased a residential unit by way of loan
and applies for another loan for a second residential unit, the first down payment shall be no
less than 50% of the purchase price and the loan interest rate shall not be less than 1.1 times
of the benchmark interest rate.

To further address the issue of surging housing prices in the PRC real estate market, the
General Office of the State Council issued the “Notice on Issues Concerning Further Enhancing
the Regulation and Control of Real Estate Market”
                            on January 26, 2010 (Guo Ban Fa [2011] No. 1), which provides that,
amongst others, households with a local registered address which already own one housing
unit and households without a local registered address but are able to provide a local tax
payment certificate or a proof of social insurance contribution for a certain number of years
shall be restricted to the purchase of one housing unit (including newly constructed commodity
housing and second-hand housing). In respect of households with a local registered address
which already own two sets of housing units or more, households without a local registered
address which already own one set of housing unit or more and households without a local
registered address and are unable to provide a local tax payment certificate or a proof of social
insurance contribution for a prescribed number of years, no houses shall be sold to them within
the respective administrative area for the time being. Furthermore, the minimum down payment
has been further increased to 60% of the purchase price for households that purchase the
second set of housing through loans. On February 25, 2011, the General Office of Dalian
Municipal People’s Government issued the corresponding local rules, to reiterate and
implement the aforesaid national policy in Dalian, where our PRC Associate is involved in the
development of some real estate projects. These measures may affect the purchasing ability of
potential buyers of residential properties and the financing to be taken up by our PRC Associate
for our real estate development projects, and in such event would adversely affect our financial
performance and financial condition.

The PRC real property regulations also provide that at least 70%(1) of the total construction area
in residential housing developments approved or commenced after 1 June 2006 must be
developed to be residential units (including economic houses) with built up area of no more
than 90 m2. Such restrictions may lead to an increase in the supply or an oversupply of units
that are no larger than 90 m2 in the PRC real estate market, which could result in a decrease in
the property prices of such units. As our PRC Associate’s real estate development projects are
expected to comprise mostly residential units which are no larger than 90 m2, any decrease in
the property prices of such units could have a material adverse effect on our financial
performance.




                                               54
                                                RISK FACTORS

We cannot assure you that these measures introduced by the PRC government will not
adversely affect sales of property units. There is also no assurance that the PRC government
will not introduce further measures to regulate the growth of the PRC real estate market. Such
existing measures and the introduction of any new measures may have a material adverse
effect on our financial performance and financial condition. Further, the compliance with such
new measures or other policies and regulations may increase our costs and any significant
increase in such compliance costs may adversely affect our financial performance. Please refer
to Annex G of this Prospectus for more details.

Note:
(1)     The specific proportion made by the municipalities or provincial cities in particular circumstances should be
        approved by the Ministry of Construction.

Our PRC Associate has to bear the problems related to resettlement associated with its
real estate developments
Pursuant to the City Housing Resettlement Administration Regulations and the applicable local
regulations, a real estate developer in the PRC usually enters into written agreements with the
owners or residents of existing buildings to be demolished for development to provide
compensation for their relocation and resettlement. The amount of such compensation is
calculated by applying the prescribed compensation formulae provided by the relevant
provincial authorities. When our PRC Associate purchases land use rights in respect of any
land that is occupied, any delay or difficulty in the resettlement process may cause a delay in
the delivery of the land use right to it in whole or in part and may require an increase in the fees
payable in connection with the resettlement process. In addition, there is no assurance that the
relevant provincial authorities will not change their compensation formulae. In the event of any
change to the compensation formulae, land acquisition costs may be subject to substantial
increases which could adversely affect our financial performance and financial condition.
Furthermore, if our PRC Associate fails to reach agreement with the owners or residents on the
amount of compensation payable, any party may apply to the relevant housing resettlement
authorities for a ruling on the amount of compensation, which may delay the completion
schedule of our PRC projects and increase operating costs. Please refer to Annex G of this
Prospectus for more details of the abovementioned PRC laws and regulations.

Our PRC Associate is exposed to risks of default by purchasers of its units
In the PRC real estate development business, our PRC Associate has entered into
arrangements with various domestic banks in the PRC to provide loans and mortgage facilities
to the purchasers of its property units. In line with consumer banking practices in the PRC, if the
relevant property ownership certificates for these units have not been received, our PRC
Associate would often be required to provide guarantees in respect of these facilities. Such
guarantees provided by it can only be released and discharged after the relevant individual
property ownership certificates and certificates of other interests in the property are issued and
given to the mortgagee banks on behalf of the purchasers.

As such, during the period of guarantee, if a purchaser defaults on a loan and our PRC
Associate is unable to sub-sell the property in question to another purchaser, it would have to
pay the entire outstanding principal amount of the loan, together with all accrued interest
thereon, owing by the purchaser to the relevant mortgagee bank. Our financial performance and
financial condition may thus be materially and adversely affected. As at the Latest Practicable
Date, our PRC Associate has provided guarantees in respect of mortgages provided to its
customers amounting to approximately RMB3.0 million.




                                                         55
                                        RISK FACTORS

We may be adversely affected by changes in tax laws, regulations, policies, concessions
and treatment
Currently, our PRC Associate is subject to various tax regulations with regard to the PRC real
estate development business, such as enterprise income tax                      , business tax
          and land appreciation tax                . Any change in the tax laws, regulations,
policies, concessions and treatment (including any retrospective change of the basis or to the
agreement reached with the local government as aforesaid) may result in a material and
adverse effect on our financial performance and financial condition.

RISKS RELATING TO CAMBODIA FACED BY OUR SUBSIDIARY IN CAMBODIA AND OUR
CAMBODIAN ASSOCIATE
Where relevant, any reference to “we”, “us” and “our” in this section of the Prospectus in
the context of the descriptions of our businesses and operations in Cambodia are
references to the businesses and operations of our subsidiary in Cambodia and our
Cambodian Associate.

We face difficulties associated with acquiring land and property investments in
Cambodia
Despite the passage of the Cambodian Land Law in 2001, issues remain regarding registration
of proper land titles in Cambodia for privately held land that had not been properly registered
prior to the enactment of the Cambodian Land Law. At present, there are a number of different
documents in use in Cambodia which may be represented as evidence of a valid certificate of
ownership or title certificate to the land. Some of these documents are only claims of ownership
or local evidence of a possessory right over the land. Some documents are even issued at a
local level over state private land which provides the holder with the right of possession, but
such land is still legally considered state private land and the government may repossess such
land without compensation at any time.

Cambodia’s current system and rules of land registration, titling and ownership and transfer of
land are in a state of transition and are not always applied consistently by the various local and
national cadastral offices. This means that we may not be able or, would take considerably more
time as compared to more developed and mature markets, to invest into, finance, or acquired
land and real estate investments in Cambodia. We will be subject to a variety of risks incidental
to the ownership of and investments in land and real estate, including changes in the supply of,
or demand for, investment property in an area, changes in interest rates and the availability of
financing, difficulties in mortgaging due to uncertainty in land and security regulations,
difficulties at land or security registries, changes in property tax rates and/or land use and lease
laws, problems caused by zoning or urban planning, credit risks of tenants, supplies,
contractors and borrowers, and environmental factors. The feasibility, marketability and value of
any project will, therefore, depend on many factors beyond our control, and there is no
assurance that a real estate development project will be established, developed or operated as
desired, that there will be a ready market for any such project, or that such project will be sold
at a profit or will yield a positive or anticipated cash flow. While pre-sales of certain types of
property interests are currently permitted, it is possible that regulations restricting the manner of
such sales may be introduced.




                                                 56
                                       RISK FACTORS

We may be adversely affected by changes to foreign investment laws in Cambodia
In Cambodia, there are no known or anticipated changes in progress with respect to the Law on
Investment of the Kingdom of Cambodia (the “LOIC”) and the Sub-Decree on the
Implementation of the Amendment to the Law on Investment of the Kingdom of Cambodia (the
“LOIC Sub-decree”) in the near future. However, it is important to note that Cambodia’s legal
system is still evolving and Cambodia officially joined the World Trade Organisation (“WTO”) in
2004, committing to a wide range of reforms, notably the adoption of more than 50 laws and
regulations to conform to WTO requirements. With the impetus of WTO accession, the
Cambodian government is preparing and submitting to its National Assembly several laws that
may change Cambodia’s legislative and regulatory infrastructure. It is therefore uncertain how
the new laws and regulations will affect the current environment governing foreign investment in
Cambodia. There can be no certainty that the effect of any new laws will improve the present
position.

There are restrictions on foreign equity participation in some enterprises
Cambodia’s legal constitution restricts ownership of land to Cambodian citizens and Cambodian
legal entities. Direct ownership of land in Cambodia by a foreign person or entity is not
permitted. A legal entity is considered to be a Cambodian legal entity when at least 51% of its
voting shares are owned by one or more Cambodian citizens or by Cambodian legal entities. As
such, we are limited in our equity participation in real estate developments in Cambodia.

We are faced with uncertainties in the Cambodian court system
Cambodia has not presently developed specialised commercial courts or a commercial
arbitration institute, thus disputes in Cambodia may be subject to Cambodia’s common court
system, which may lack the expertise to solve commercial disputes. The opinions and decisions
of the courts of Cambodia are usually not published or available to the public, and the judicial
interpretation of the laws of Cambodia is therefore uncertain. There is also a perception that the
Cambodian court system does not operate with the same levels of efficiency and transparency
as in more developed jurisdictions and may be susceptible to outside commercial influences.
Therefore, there may be little certainty in terms of how Cambodian courts interpret or apply
Cambodian law. Moreover, even if a judgment can be obtained in a Cambodian court,
judgments may not always be adequately and timely enforced in Cambodia.

Cambodian courts may not enforce foreign judgments or foreign arbitration awards
Pursuant to section 199 of the Cambodian Code of Civil Procedure, a final judgment of a
foreign court can only be enforced in Cambodia on the condition that, amongst others, there is
a guarantee of reciprocity between Cambodia and the foreign country in which the court is
based. As of the Latest Practicable Date, Cambodia has not established any such reciprocity
with a foreign country. As such, at present, there can be no assurance that a foreign judgment
will be enforced by the courts of Cambodia.

Current judicial practice in Cambodia indicates that the courts of Cambodia may not be able to
recognise or enforce a foreign arbitral award without a re-examination of the merits of the case
in a full proceeding in the courts of Cambodia. However, the Law on Approval and Practice of
the United Nations Convention on Recognition and Enforcement of Foreign Arbitral Awards and
the Law on Commercial Arbitration, which was promulgated on 5 May 2006, sets procedures as
well as criteria for recognition and enforcement of foreign arbitration awards by the courts of
Cambodia. There can be no assurance that any foreign arbitration award will be enforced by the
courts of Cambodia.




                                               57
                                        RISK FACTORS

We may be affected by economic, political and legal reforms in Cambodia
The economy of Cambodia is substantially less developed than those of other geographical
regions and, jurisdictions such as those in Singapore. The laws and regulatory regimes affecting
the economy are also in a relatively early stage of development and not as well established as
the laws and regulatory apparatus of regions such as Singapore. Although in recent years the
legal system in Cambodia has been moving towards increased sophistication and access for
foreign investors, there can be no assurance that we will be able to obtain effective enforcement
of our rights by legal proceedings in Cambodia, nor is there any assurance that these reforms
will continue, or prove to be successful.

As the legal system of Cambodia develops, there are inconsistencies in laws and regulations
and time delays before old laws are updated to accord with other regulations and laws. In this
regard, while certain new regulations purportedly broaden the range of sectors and industries in
which foreigners are permitted to invest, the applicable procedures and formalities that must be
complied with have yet to be specified. As a consequence, there may be risks associated with
investments made under these new regulations. Although we seek to take advantage of the
most recently issued and approved regulations, these do not provide the same type of legal
certainty as investors would find if investing in other jurisdictions.

With the entry into force of the Law on Anti-Corruption on 1 August 2011 and in conjunction
with the Criminal Code, which came into effect on 20 December 2010, facilitation payments
have been made illegal. Now that the Anti-Corruption Law has been implemented, there is a
significant amount of uncertainty regarding how government ministries and departments will
reform their practices regarding the collection of fees and enforce the Anti-Corruption Law, and
how businesses can comply with the Anti-Corruption Law when carrying out routine
transactions with government ministries and departments. As a result of these uncertainties,
there may be delays in our interactions with government ministries and departments.

Although current foreign investment laws of Cambodia prohibit the nationalisation of foreign
investments without full compensation and allow for repatriation of investment profits, there is
no assurance that nationalisation or administrative confiscation of property or restrictions on
foreign currency repatriation will not occur in the future, whether due to changes in economic or
political agendas or whether motivated by national interest. In such an event, there is no
assurance that our Group will be able to obtain effective recognition and enforcement of its
legal rights by way of legal proceedings or arbitration in Cambodia or elsewhere. We therefore
expect that all our investments will be uninsured against nationalisation, expropriation and other
sovereign acts that may affect the value of our investments and as a result of such an event
occurring, we would be likely to lose all our interest in the relevant project. In addition, the time
taken by us to obtain approvals to undertake our business activities in Cambodia may be
substantial where special tax exemption status is being sought.

Fair and just compensation for the expropriation of privately owned land cannot be
guaranteed
Private ownership of land is protected from expropriation by Cambodia’s legal constitution and
the Cambodian land legislation, which permits expropriation of land only if such expropriation is
in the “public interest” and if “fair and just compensation” is given to the owner in advance.
However, there is no detailed regulation or clear instruction which determines what would
constitute validation of such expropriation based on “public interest” nor what would constitute
“fair and just compensation” if land is expropriated by the Cambodia government. Thus, fair and
just compensation for expropriated land, including our Group’s interest in projects in Cambodia,
cannot be guaranteed.


                                                 58
                                       RISK FACTORS

Zoning regulations could be arbitrary
The land planning and land zoning systems in Cambodia are still in their infant stages of
development and relatively few land planning and land zoning regulations have been enacted.
Although a land master plan exists for Phnom Penh Municipality, the plan is subject to
modifications by the relevant authorities. The procedures by which those modifications may be
debated, considered, and made, are not clearly established and decisions may appear arbitrary.
In this regard, our Group’s projects could be hindered as a result of changes in existing land
use plans or the enactment of future zoning restrictions, and accordingly, the business
operations and profitability of our Group may be affected as a result of such changes.

Environmental impact assessment evaluation procedures are not transparent or clearly
established
Before receiving approval to commence construction, it may be necessary to first undertake an
Initial Environmental Impact Assessment (“IEIA”) and an Environmental Impact Assessment
(“EIA”). However, the procedures and criteria for evaluating and approving the IEIA or EIA
reports have not been clearly established, and are subject to the discretion of the Cambodian
Ministry of Environment. Further, there may only be a limited number of companies that are
qualified to undertake such reports in Cambodia. If the IEIA or EIA report is not approved, we
would have to adjust our construction plan, hence, the construction schedule is exposed to risks
of delay or cancellation.

We may face tax liabilities as a result of the lack of clarity in the Cambodian tax
regulations
There are many areas in Cambodia where detailed regulations do not currently exist and where
there is a lack of clarity. The implementation of tax regulations can vary depending on the tax
authority involved. In Cambodia, unused land is subject to a 2% unused land tax which must be
paid by the registered owner of the land. The determination of whether a plot is “unused” is
made by the Committee for Evaluation of Undeveloped Land, in cooperation with municipal and
provincial authorities. The definition of “unused land” is still evolving and currently varies by
province. Ineffective enforcement and uncertainty created by this tax means that many plots of
land may have this tax assessed on them for past years, thereby creating uncertain tax
liabilities on the properties which our Cambodian Associate currently owns or may be
purchasing in the future.

The unused land tax is based on the market value of the land per square metre, which is also
set by the Committee for Evaluation of Undeveloped Land by 30 June of the relevant year. Tax
on unused land applies only to the portion of land exceeding 1,200 m2. The property owner
must pay this tax prior to 30 September of the relevant year.

Likewise, there is a 4% registration tax on transfers of ownership of immovable property. This
4% registration tax on transfers is based on the value of the land as assessed by the relevant
municipal or provincial tax department that has jurisdiction over the land in question. The
relevant Cambodian Land Office is not supposed to issue a title evidencing the transfer of the
land until it has received receipts indicating that the transfer tax has been paid. The valuations
of the various tax departments throughout Cambodia vary and are not always consistently
applied. Further, there is no mechanism to assure a fair valuation by the relevant tax
department. If the transferor does not pay the transfer tax, then the liability rests with the
transferee and the tax must be paid within three months of applying for the transfer. Our
Cambodian Associate may face tax liabilities if the transferor of land which it will purchase pays
an insufficient amount of the transfer tax or does not pay it at all, yet somehow manages to
effectuate the transfer through improper dealings or fraud at the local land office level.


                                               59
                                       RISK FACTORS

Repatriation of funds could be delayed
Repatriation of investment income, capital and the proceeds from sales of securities by foreign
investors, such as our Group, may require certain governmental registration and approval, and
we could be adversely affected by delays in or a refusal to grant required governmental
registration or approval for any such proposed repatriation.

RISKS RELATING TO INDIA
We are subject to foreign exchange regulations
The foreign exchange regime in India was considerably liberalised with the enactment of the
Foreign Exchange Management Act, 1999 (“FEMA”). Foreign investment into India is presently
permitted either under the automatic route (i.e. without any prior approval requirements) or
under the approval route (i.e. with prior approval of the Foreign Investment Promotion Board),
subject to the prescribed caps. Presently, the business activities carried on by our Group in
India would normally fall under the automatic route and 100% foreign investment is allowed with
respect to the same. It may also be noted that, subject to approvals from the Reserve Bank of
India and prescribed norms, our Group may be permitted to avail of loans from foreign
shareholders and to remit interest thereon. Our Group is also required to file certain returns
under the foreign exchange regulations with respect to the foreign investment/foreign exchange
loans availed of by it. Failure to file the said returns would expose our Group to penalties up to
thrice the sum involved in such contravention where such amount is quantifiable, or up to two
lakh (one lakh is equivalent to 100,000) rupees where the amount is not quantifiable, and where
such contravention is a continuing one, further penalties which may extend to 5,000 rupees for
every day after the first day during which the contravention continues under section 13 of the
FEMA. In addition, the relevant adjudicating authority may direct that any currency, security or
any other money or property in respect of which the contravention has taken place shall be
confiscated by the Indian Central Government and further direct that the foreign exchange
holdings, if any, of the persons committing the contraventions or any part thereof, shall be
brought back into India or shall be retained outside India in accordance with the directions
made in this behalf. Any contravention under section 13 of the FEMA may, on application made
by the person committing such contravention, be compounded within 180 days from the date of
receipt of application by the Director of Enforcement or such other officers of the Directorate of
Enforcement and officers of the Reserve Bank of India as may be authorised in this behalf by
the Indian Central Government in such manner as may be prescribed under section 15 of the
FEMA. Where a contravention has been compounded under section 15 of the FEMA, no
proceeding or further proceeding, shall be initiated or continued against the person committing
such contravention, in respect of the contravention so compounded.

We may be subject to expropriation by the Government
Right to property is no longer a fundamental right in India. The Constitution of India permits
acquisition of any property by the state, amongst others, in public interest. Such acquisition of
property would not be deemed to be void on the ground that it is inconsistent with or takes
away or abridges the fundamental rights guaranteed under the Constitution of India.

Both central as well as state governments have been given powers to acquire immovable
properties under the various land acquisition laws in India. Land owners whose properties are
acquired are entitled to compensation based on the market value of the properties assessed by
the authorities. Some state laws may also provide for discretionary additional payment (i.e.
solatium). The power of the state to acquire land is wide in its ambit. The state may acquire land
for “public purpose” the definition of which is quite expansive. Thus, fair and just compensation
for expropriated land cannot be guaranteed.


                                               60
                                         RISK FACTORS

Land title in India is uncertain and there is no assurance of clean title
The method of documentation of land records in India has not been fully computerised.
Records and related documents are generally updated manually. This could result in the
updating process taking a significant amount of time or being inaccurate in certain respects.
The land records are often hand-written, in local languages and not legible which makes it
difficult to ascertain the content. Further, the land records are often in a poor condition and at
times untraceable, which materially impedes the title investigation process. As a result, while we
are not aware of any potential dispute or claims over title to the lands on which our properties
are situated, the title of the land may not always be clear. It is difficult to obtain title guarantees
in India. Title records provide only for presumptive title rather than a guaranteed title to the land.
Further, independent verification of title may be difficult and time consuming. Our Group is
unlikely to be able to obtain title insurance in India due to the limited availability of such
insurance coverage. A lack of title insurance, coupled with difficulties in verifying title to land,
may increase our exposure to third parties claiming title to the property. This could even result
in a loss of title to the property, affect valuations of the property, or otherwise materially
prejudice the development of the property which could in turn have an adverse effect on our
business operations, financial performance and financial condition. More often than not, the title
to land is fragmented and it is possible that land relating to one project may have come from
multiple owners. Some lands may have irregularities of title, such as non-execution or non-
registration of conveyance deeds and inadequate stamping and may be subject to
encumbrances that we may not be aware of. The uncertainty of title to land makes the
acquisition process more complicated. It may also impede the transfer of title, expose us to
legal disputes and adversely affect land valuations. Legal disputes in respect of land title may
take several years and considerable expense to resolve if they become the subject of court
proceedings.

Building and other consents may not be granted
Save as disclosed below, while all consents and approvals to the extent required have been
obtained, there can be no assurance that any building permits, consents or other approvals
required from third parties in connection with the construction and/or letting of existing or new
development projects will be issued or granted to us in the future. It is possible that some
projects will be located in areas that will require the addition of significant infrastructure support,
including roads, electrical power, telecommunications, water and waste treatment. Our Group
may be dependent on third parties, including local authorities, to provide such services. In order
for these third parties to provide such services, a variety of consents and approvals may also
be required. Any delay or failure by any third party to provide such additional services to our
Group or a failure to obtain any required consents and approvals on acceptable terms or in a
timely fashion may affect the ability of our Group to execute or complete existing and/or new
development projects.

The Chennai Metropolitan Development Authority (“CMDA”) has clarified that the land on which
our Test Centre is situated falls under the general industrial use zone and running of training
centre is permissible therein, subject to the receipt of the relevant planning permission. We
have not obtained the said planning permission yet. We have, however, made an application for
the same to the CMDA since 1999, along with the payment of the regularisation fee in 2000 and
the said application is still pending, despite subsequent follow-ups by our Group. If we fail to
obtain the said planning permission, we may need to cease our operations from the existing
premises and consequently, our business operations, financial performance and financial
condition may be adversely affected. Based on management accounts, the profit after tax
contribution of Tiong Aik Resources and TAC Resources (India) to our Group for FY2008,
FY2009, FY2010 and FP2011 were S$0.3 million, S$0.1 million, S$0.1 million and S$0.1 million
respectively.

                                                  61
                                        RISK FACTORS

We may be adversely affected by changes in the social, political and economic
conditions in India
Political, economic, and social factors, changes in Indian law or regulations and the status of
India’s relations with other countries may adversely affect the value of the assets in India. In
addition, the Indian economy may differ favourably or unfavourably from other economies in
several respects, including the rate of growth of GDP, the rate of inflation, resource self-
sufficiency and balance of payments. Future policies of the Indian central government or the
relevant Indian state governments could have a significant impact on the Indian economy, which
could adversely affect private sector companies and market conditions. The occurrence of local
unrest or external tensions could adversely affect India’s political and economic stability and,
consequently, adversely affect our business operations, financial performance and financial
condition.

Weaknesses and uncertainties relating to the legal and regulatory systems in India
create an uncertain and high-risk environment for investment and business activities
India is still in the process of transition to a market economy and, as a result, is experiencing
changes in its economy and its government policies (including, without limitation, policies
relating to foreign ownership, repatriation of profits, property and contractual rights and planning
and permit-granting regimes) that may affect the foreign investments in India. Any adverse
changes to its economy and its government policies may adversely affect our business
operations, financial performance and financial condition.

We are subject to political instability or changes in the Government in India that could
delay the further liberalisation of the Indian economy and adversely affect economic
conditions in India generally
Since 1991, successive Indian governments have pursued policies of economic liberalisation,
including significantly relaxing restrictions on the private sector. Nevertheless, the roles of the
Indian central and state governments in the Indian economy as producers, consumers and
regulators have remained significant. Possible political instability, changes in the rate of
economic liberalisation, laws and policies affecting the real estate industry, foreign investment,
currency exchange, India’s economic liberalisation and deregulation policies could all adversely
affect business and economic conditions in India generally, and could also adversely affect our
Group.

We are subject to changes in Indian tax laws and regulations
The income and gains derived from investment in properties in India will be subject to various
types of tax in India, including income tax, withholding tax, capital gains tax and any other taxes
which may be specific to Chennai, or that may be imposed specifically on ownership of real
estate in India. All of these taxes, which are subject to changes in laws and regulations that
may lead to an increase in tax rates or the introduction of new taxes, could adversely affect and
erode the returns from our investments in India.

In this respect, the Union Finance Ministry of India usually announces the fiscal policy annually
in the month of February. Such announcement includes matters such as tax rates (including
surcharges and cesses, if any) and amendments in tax laws. The taxes covered in the fiscal
announcements include direct and indirect taxes. There is no assurance or guarantee that the
current tax rates or scope of taxability will continue in the years to come. Any changes in such
tax rates or in scope of levy of taxes would have a direct or indirect bearing on our Group’s
profitability.




                                                62
                                        RISK FACTORS

RISKS RELATING TO AN INVESTMENT IN OUR SHARES
Our Company’s Share price may be adversely affected by future sale of our Shares by
our Company or Substantial Shareholders
Any future sale or availability of our Shares in the public market can 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 sales may occur, could materially and adversely affect the
market price of our Shares. These factors also affect our ability to sell additional equity
securities. Except as otherwise described under the section entitled “Shareholders –
Moratorium” of this Prospectus and subject to all applicable laws and regulations, there will be
no restriction on the ability of our Substantial Shareholders to sell their Shares either on the
SGX-ST or otherwise.

There has been no prior market for our Shares, and the Invitation may not result in an
active or liquid market for our Shares
Prior to the Invitation, there has been no public market for our Shares. Therefore, we cannot
assure investors that an active public market will develop or be sustained after the Invitation.
The Invitation Price was arrived at after consultation between our Company, the Vendors, the
Issue Manager, the Joint Underwriters and the Joint Placement Agents and after taking into
consideration, amongst others, prevailing market conditions and estimated market demand for
the Invitation Shares. The Invitation Price may not be indicative of the prices that may prevail in
the trading market after the Invitation. Investors may not be able to sell their Shares at or above
the Invitation Price. The volatility in the trading price of our Shares may be caused by factors
beyond our control and may be unrelated or disproportionate to our financial results.

Control by certain Shareholders may limit your ability to influence the outcome of
decisions requiring the approval of Shareholders
After the Invitation, our Substantial Shareholders, Mr Liong Kiam Teck, Mr Neo Tiam Poon @
Neo Thiam Poon, Mr Neo Tiam Boon, PBM and Mr Neo Thiam An will directly hold in aggregate
approximately [ ]% of our enlarged issued share capital immediately after the Invitation. As a
result, these Substantial Shareholders, if they act together, will be able to significantly influence
our corporate actions such as mergers or takeover attempts in a manner that may not be in line
with the interests of our public Shareholders. They will also have veto power with respect to any
shareholder action or approval requiring a majority vote except where they are required by the
rules of the Listing Manual or the SGX-ST to abstain from voting. Such concentration of
ownership may also have the effect of delaying, preventing or deterring a change in control of
our Group which may not benefit Shareholders.

Our Share price may fluctuate following the Invitation
The market price of our Shares may be highly volatile and could fluctuate significantly and
rapidly in response to, amongst others, the following factors, some of which are beyond our
control:

(a)   variations of our operating results;

(b)   success or failure of our management team in implementing business and growth
      strategies;

(c)   changes in securities analysts’ recommendations, perceptions or estimates of our
      financial performance;



                                                 63
                                        RISK FACTORS

(d)   changes in conditions affecting the industry, the general economic conditions or stock
      market sentiments or other events or factors;

(e)   announcements by our competitors or ourselves of the gain or loss of significant
      acquisitions, strategic partnerships, joint ventures or capital commitments;

(f)   changes in market valuations and share prices of companies with similar businesses to
      our Company that may be listed in Singapore;

(g)   additions or departures of key personnel;

(h)   fluctuations in stock market prices and volume; or

(i)   involvement in litigation.

We may require additional funding for our future growth
In view of the fast changing business requirements and market conditions, certain business
opportunities that may increase our revenue may arise from time to time and we may be
required to expand our capabilities and business through acquisitions, joint ventures, strategic
partnerships or alliances with parties who can add value to our business. Such funding, if raised
through the issuance of equity or securities convertible into equity may result in a dilution of our
Shareholder’s equity, particularly if issued at a discount to the then prevailing market price of
our Shares. If we fail to use the new equity to generate a commensurate increase in earnings,
our EPS may be diluted, and this could lead to a decrease in our Share price.

Alternatively, if our funding requirements are met by way of additional debt financing, we may
have restrictions placed on us through such debt financing arrangements which may, amongst
others:

(a)   limit our ability to pay dividends or require us to seek consent for the payment of
      dividends;

(b)   increase our vulnerability to general adverse economic and industry conditions;

(c)   limit our ability to pursue our growth plans;

(d)   require us to dedicate a substantial portion of our cash flow from our operations to
      payment of our debt, thereby reducing the availability of our cash flow to fund other
      capital expenditure, working capital requirements and other general corporate purposes;
      and

(e)   limit our flexibility in planning for, or reacting to, changes in our business and our industry.

Our Share price may be adversely affected by negative publicity relating to our Group or
any of our Directors, Executive Officers or Substantial Shareholders
Any change in controlling ownership of our Company may generate negative publicity which
might adversely affect our Share price.

In addition, any negative publicity or announcements relating to our Group, any of our Directors,
Executive Officers or Substantial Shareholders may adversely affect the stock market’s
perception of our Company, whether or not this is justified. Some examples are unsuccessful
attempts in joint ventures, takeovers or involvement in insolvency proceedings.

                                                 64
                                       RISK FACTORS

Investors may not be able to participate in future issues of our Shares
In the event that we issue new Shares, we will be under no obligation to offer those Shares to
our existing Shareholders at the time of issue, except where we elect to conduct a rights issue.
However, in electing to conduct a rights issue or certain other equity issues, we may be subject
to regulations as to the procedure to be followed in making such rights offering available to our
existing Shareholders or in disposing of such rights for the benefit of such Shareholders and
making the net proceeds available to them. Accordingly, holders of our Shares may be unable
to participate in future offerings of our Shares and may experience dilution of their
shareholdings as such.




                                               65
      USE OF PROCEEDS FROM THE INVITATION AND EXPENSES INCURRED

Net proceeds from the Invitation
The net proceeds to be raised from the Invitation (comprising both the New Shares and the
Vendor Shares), after deducting the estimated expenses in relation to the Invitation of
approximately S$[ ] million, will be approximately S$[ ] million.

Net proceeds from the issue of the New Shares
The net proceeds attributable to us from the issue of the New Shares (after deducting our
Company’s share of the estimated expenses in relation to the Invitation of approximately S$[ ]
million) will be approximately S$[ ] million.

We intend to utilise the net proceeds from the issue of the New Shares as follows:

                                                                                              Amount allocated
                                                                                              for each dollar of
                                                                                                 the proceeds
                                                                                                 raised by our
                                                                                                Company from
                                                                                               the issuance of
                                                                 Estimated amount              the New Shares
Purpose                                                               (S$’000)                       (cents)

Fund our real estate development projects,                                [ ]                           [ ]
and/or the acquisition of land
Fund our expansion by way of joint ventures and/or                        [ ]                           [ ]
acquisitions of investments in related businesses
Reduce short-term bank borrowings which are                               [ ]                           [ ]
currently deployed to fund working capital (1)
Working capital                                                           [ ]                           [ ]

Invitation expenses   (2)



Listing fees                                                              70                            [ ]
Professional fees                                                         [ ]                           [ ]
Underwriting commission, placement commission
and brokerage   (3)
                                                                          [ ]                           [ ]
Miscellaneous                                                             [ ]                           [ ]

                                                                          [ ]                         100


Notes:
(1)   This may also include short-term bank borrowings from UOB.

(2)   In accordance with the Singapore Financial Reporting Standards, a portion of the listing expenses incurred in
      connection with the Invitation will be recognised as an expense in our financial statements, which will affect our
      financial results in FY2011.

(3)   Pursuant to the Management and Underwriting Agreement, the Joint Underwriters agreed to underwrite the
      subscription for and/or the purchase of the Offer Shares for a commission of 3.5% of the Invitation Price for
      each Offer Share subscribed and/or purchased. Pursuant to the Placement Agreement, the Joint Placement
      Agents agreed to subscribe and/or purchase or procure the subscription and/or purchase of the Placement
      Shares for a commission of 3.5% of the Invitation Price for each Placement Share subscribed and/or
      purchased.




                                                          66
     USE OF PROCEEDS FROM THE INVITATION AND EXPENSES INCURRED

Please refer to the section entitled “Prospects, Trends, Business Strategies and Future Plans” of
this Prospectus for more details.

Pending the deployment of the net proceeds as aforesaid, the net proceeds will be used for
investment in short-term money market instruments and/or used for our Group’s working capital
requirements as our Directors may in their absolute discretion deem appropriate. We intend to
reduce up to S$[ ] million of our Group’s working capital loans. These are working capital loans
for working capital and general business purposes with loan maturity of between one to six
months and available on a revolving basis. Please refer to the section entitled “Capitalisation
and Indebtedness” of this Prospectus for details of these short-term bank loans.

In addition, our Company will disclose material disbursements of proceeds from the New
Shares via SGXNET and to provide a status update in our annual reports.

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.

In the opinion of our Directors, no minimum amount must be raised from the issuance of the
New Shares. In the event the Invitation is cancelled, such amounts proposed to be provided for
the items above will be financed by bank loans and/or funds generated from our operations.

Net proceeds from the sale of the Vendor Shares
We will not receive any proceeds from the Vendor Shares sold by the Vendors in the Invitation.
The Vendors will bear an agreed proportion of the underwriting and placement commissions
and brokerage for the Invitation amounting to approximately S$[ ] million. The agreed
proportion is the proportion of the number of Vendor Shares to the number of New Shares.
Save for the underwriting and placement commissions and brokerage, the rest of the estimated
expenses incurred in relation to the Invitation will be borne by us. The net proceeds attributable
to the Vendors for the sale of the Vendor Shares (after deducting the Vendors’ share of the
estimated expenses incurred in relation to the Invitation of approximately S$[ ] million) will be
approximately S$[ ].




                                                 67
       MANAGEMENT, UNDERWRITNG AND PLACEMENT ARRANGEMENTS

(a)   Pursuant to the management and underwriting agreement dated [ ] 2011 (the
      “Management and Underwriting Agreement”), our Company and the Vendors appointed
      CCB to manage the Invitation and appointed the Joint Underwriters to underwrite the
      Offer Shares for a commission of 3.5% of the Invitation Price for each Offer Share,
      payable by our Company and the Vendors in the agreed proportion pursuant to the
      Invitation.

      CCB will receive a management fee from our Company for its services rendered in
      connection with the Invitation.

(b)   Pursuant to the placement agreement dated [ ] 2011 (the “Placement Agreement”), the
      Joint Placement Agents agreed to subscribe for and/or purchase and/or procure
      subscriptions and/or purchases for the Placement Shares for a placement commission of
      3.5% of the Invitation Price for each Placement Share, payable by our Company and the
      Vendors in the agreed proportion pursuant to the Invitation.

(c)   Brokerage will be paid by our Company and the Vendors in the agreed proportion
      pursuant to the Invitation at the rate of 0.25% of the Invitation Price and in the case of
      DBS, 0.50% of the Invitation Price for each Offer Share. In addition, DBS levies a
      minimum brokerage fee of $10,000. In respect of the Offer Shares, the brokerage will be
      paid to members of the SGX-ST, merchant banks and members of the Association of
      Banks in Singapore in respect of successful applications made on Application Forms
      bearing their respective stamps, or to Participating banks in respect of successful
      applications made through Electronic Applications at their respective ATMs or relevant IB
      websites at the aforementioned brokerage rate. Subscribers and/or purchasers of the
      Placement Shares may be required to pay a commission of up to 1.00% of the Invitation
      Price per Placement Share (plus goods and services tax thereon, if applicable) to the
      Joint Placement Agents (or any co-placement or sub-placement agent appointed by the
      Joint Placement Agents).

(d)   Save as aforesaid, no commission, discount, or brokerage, has been paid or other
      special terms granted within the two years preceding the date of this Prospectus 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 subscriptions for
      any shares in or debentures of our Company.

(e)   The Management and Underwriting Agreement may be terminated by the Issue Manager
      and/or the Joint Underwriters (as the case may be) at any time on or before the close of
      the Application List on the occurrence of certain events, including:
      (i)    there shall come to the knowledge of the Issue Manager and/or any of the Joint
             Underwriters any breach of the representations, warranties or undertakings in the
             Management and Underwriting Agreement or that any of the representations and
             warranties in the Management and Underwriting Agreement is untrue or incorrect;
             or

      (ii)   if there shall have been, since the date of the Management and Underwriting
             Agreement:

             (a)   any material adverse change, or any development involving a prospective
                   material adverse change, in the condition (financial or otherwise), performance
                   or general affairs of our Group; or



                                                68
MANAGEMENT, UNDERWRITNG AND PLACEMENT ARRANGEMENTS

     (b)   any introduction or prospective introduction of or any change or prospective
           change in any legislation, regulation, order, policy, rule, guideline or directive
           (whether or not having the force of law and including, without limitation, any
           directive or request issued by the Authority, the Securities Industry Council of
           Singapore or the SGX-ST) in Singapore or elsewhere or in the interpretation
           or application thereof by any court, government body, regulatory authority or
           other competent authority; or

     (c)   any change, or any development involving a prospective change, in local,
           national, regional or international financial (including stock market, foreign
           exchange market, inter bank market or interest rates or money market),
           political, industrial, economic, legal or monetary conditions, taxation or
           exchange controls (including, without limitation, the imposition or any
           moratorium, suspension or material restriction on trading in securities
           generally on the SGX-ST due to exceptional financial circumstances or
           otherwise); or

     (d)   any imminent threat or occurrence of any local, national or international
           outbreak or escalation of hostilities, insurrection or armed conflict (whether or
           not involving financial markets); or

     (e)   any other occurrence of any nature whatsoever, which event or events shall in
           the opinion of the Issue Manager and/or the Joint Underwriters (1) result or be
           likely to result in a material adverse fluctuation or adverse conditions in the
           stock market in Singapore or overseas; or (2) be likely to materially prejudice
           the success of the subscription, sale or offer of the Invitation Shares (whether
           in the primary market or in respect of dealings in the secondary market); or (3)
           make it impracticable, inadvisable, inexpedient or uncommercial to proceed
           with any of the transactions contemplated in the Management and
           Underwriting Agreement; or (4) be likely to have a material adverse effect on
           the business, trading position, operations or prospects of our Company or of
           our Group as a whole; or (5) be such that no reasonable underwriter would
           have entered into the Management and Underwriting Agreement; or (6) result
           or be likely to result in the issue of a stop order by the Authority pursuant to
           the SFA; or (7) make it uncommercial or otherwise contrary to or outside the
           usual commercial practices of any of the underwriter in Singapore for any of
           the Joint Underwriters to observe or perform or be obliged to observe or
           perform the terms of the Management and Underwriting Agreement; or

(iii) the issue of a stop order by the Authority in accordance with section 242 of the SFA
      (notwithstanding that a supplementary prospectus or replacement prospectus is
      subsequently registered with the Authority pursuant to Section 241 of the SFA); or

(iv) without limiting the generality of the foregoing, if it comes to the notice of the Issue
     Manager and/or the Joint Underwriters (1) any statement contained in this
     Prospectus or the Application Forms relating hereto which in the sole and absolute
     opinion of the Issue Manager and/or the Joint Underwriters has become untrue,
     incorrect or misleading in any material respect; or (2) circumstances or matters have
     arisen or have been discovered, which would, if this Prospectus was to be issued at
     that time, constitute in the sole and absolute opinion of the Issue Manager and/or
     the Joint Underwriters, a material omission of such information, and our Company



                                         69
       MANAGEMENT, UNDERWRITNG AND PLACEMENT ARRANGEMENTS

           fails to lodge a supplementary or replacement prospectus or document (as the case
           may be) within a reasonable time after being notified of such material
           misrepresentation or omission or fails to promptly take such steps as the Issue
           Manager and/or the Joint Underwriters may reasonably require to inform investors
           of the lodgment of such supplementary prospectus or document, as the case may
           be. In such an event, the Issue Manager and/or the Joint Underwriters reserve the
           right, at its absolute discretion to cancel the Invitation and any application monies
           received shall be refunded (without interest or any share of revenue or other benefit
           arising therefrom) to the applicants for the Invitation Shares by ordinary post or
           telegraphic transfer at the applicant’s own risk within 14 days of the termination of
           the Invitation.

(g)   In the event that the Management and Underwriting Agreement is terminated, our
      Company reserves the right, at our absolute discretion, to cancel the Invitation. The
      Placement Agreement is conditional upon the Management and Underwriting Agreement
      not having been terminated or rescinded pursuant to the provisions of the Management
      and Underwriting Agreement.

In the reasonable opinion of our Directors, the Issue Manager, the Joint Underwriters and the
Joint Placement Agents do not have a material relationship with our Company save as
disclosed below:

(a)   CCB is the Issue Manager, Joint Underwriter and Joint Placement Agent of the Invitation;

(b)   UOB is the Joint Underwriter and Joint Placement Agent of the Invitation;

(c)   UOB is one of the principal bankers of our Group and has extended banking services
      and facilities to our Group. Please refer to the section entitled “Capitalisation and
      Indebtedness” of this Prospectus for more information on the bank borrowings of our
      Group. In addition, certain short term bank loans of a revolving nature granted by UOB
      may also be partially repaid out of the IPO proceeds. Please refer to the section entitled
      “Use of Proceeds from the Invitation and Expenses Incurred” of this Prospectus for more
      information;

(d)   United Overseas Insurance Limited, a subsidiary of UOB, has extended insurance
      coverage to our Group; and

(e)   UOB is the Receiving Banker of the Invitation.




                                              70
                               CAPITALISATION AND INDEBTEDNESS

The following table shows the cash and cash equivalents as well as capitalisation and
indebtedness of our Group as at 31 July 2011, based on our unaudited management accounts
as at 31 July 2011 and as adjusted for the Restructuring Exercise, the net proceeds from the
issue of the New Shares and the intended use of such net proceeds.

You should read this table in conjunction with the “Independent Auditors’ Report and the
Combined Financial Statements for the Financial Years Ended December 31, 2008, 2009 and
2010” as set out in Annex A and the “Independent Auditors’ Review Report and the Interim
Condensed Unaudited Combined Financial Statements for the Three Months Period from
January 1, 2011 to March 31, 2011” as set out in Annex B of this Prospectus and the section
entitled “Management’s Discussion and Analysis of Financial Condition and Results of
Operations” of this Prospectus.

                                                                                         As adjusted for the
                                                                                       Restructuring Exercise
                                                                                        and the net proceeds
                                                                                        from the issuance of
                                                                                       New Shares pursuant
                                                                                      to the Invitation and the
                                                                                        partial repayment of
                                                                   As at               bank borrowings from
                                                               31 July 2011             part of the proceeds
                                                                 (S$’000)                      (S$’000)

Cash and cash equivalents(1)                                       49,866                         [ ]

Indebtedness
Current
Bank borrowings:
Secured & guaranteed                                               36,859                         [ ]
Finance leases                                                         596                        [ ]
Advances from related parties                                        3,414                        [ ]

                                                                   40,869                         [ ]

Non-current
Bank borrowings:
Secured & guaranteed                                              161,294                         [ ]
Finance leases                                                         908                        [ ]

                                                                  162,202                         [ ]

Total Indebtedness                                                203,071                         [ ]

Total shareholders’ equity and reserves                           130,743                         [ ]

Total capitalisation and indebtedness                             333,814                         [ ]


Note:
(1)     Included in the cash and cash equivalents of our Group is an amount of S$42.9 million held under the Housing
        Developers (Project Account) Rules, withdrawal from which are restricted to payments for expenditures
        incurred on the development properties.



                                                         71
                            CAPITALISATION AND INDEBTEDNESS

There were no material changes in our total capitalisation and indebtedness, save for (i)
drawing down on working capital and project facilities, (ii) the scheduled monthly repayments on
our borrowings and finance leases, (iii) repayment of amounts due to related parties, and (iv)
changes in our shareholders equity and reserves arising from the day-to-day operations in the
ordinary course of our business, since 31 July 2011 to the Latest Practicable Date.

Bank Borrowings
As at 31 July 2011, our total facilities (utilised and unutilised) were as follows:

                                                         Facilities
                                                         Granted          Utilised        Unutilised
                                                         (S$’000)         (S$’000)         (S$’000)

Real Estate Development
Term loans – Development projects                            239,820         129,455          110,365

Revolving working capital loans – Development projects        42,000           22,000          20,000

Construction
Revolving working capital loans – Projects                    60,000            4,000          56,000

Revolving working capital loans – General                     30,832           29,832           1,000

Term loans – General                                          12,866           12,866                  –

Bank overdrafts – General                                      6,600                  –         6,600

Total                                                        392,118         198,153          193,965


As at the Latest Practicable Date, we had facilities of approximately S$392.1 million comprising
utilised facilities of approximately S$198.2 million and unutilised facilities of approximately
S$193.9 million.

The tenure of the above facilities ranges from two months up to five years, save for overdraft
facilities which are repayable on demand. As at 31 July 2011, the interest rates charged by the
relevant financial institutions for the above facilities ranged from 1.50% to 2.25% per annum
over their cost of funds and for overdraft facilities at 0.50% to 1.75% per annum plus their prime
rates. Such interest rates may be varied by the respective financial institutions from time to time
in accordance with the relevant terms of the facilities.

A majority of our borrowings are secured by mortgages over our Group’s freehold, leasehold
and development properties and joint and several personal guarantees of our Executive
Directors. We intend to commence discussions with our lenders to discharge the personal
guarantees provided by our Executive Directors and replace them with corporate guarantees
provided by our Group upon admission of our Company to the Official List of the SGX-ST.
Please refer to the section entitled “Interested Person Transactions and Potential Conflicts of
Interest – On-going Interested Persons Transactions” of this Prospectus for further details on
the joint and several guarantees provided by our Executive Directors.




                                                    72
                           CAPITALISATION AND INDEBTEDNESS

In the event that the banks and the financial institutions do not accept the substitution of the
personal guarantees provided by our Executive Directors and we are unable to secure
alternative credit facilities on similar terms, the guarantors have undertaken to continue
providing the personal guarantees until such time we are able to secure alternative facilities
from other financial institutions.

Finance Leases
As at 31 July 2011, the amount payable by our Group under finance leases are as follows:

                                                                                         S$’000
Within 1 year                                                                               596
Within 2 to 5 years                                                                         908
More than 5 years                                                                             –

                                                                                          1,504

It is our Group’s policy to lease certain of our plant and equipment under finance leases. The
average lease term is four (4) years. The average effective interest rate is 5% per annum.

Advances from Related Parties
As at 31 July 2011, the advances from related parties owing by our Group are as follows:

                                                                                         S$’000
Amount due to related parties                                                             3,414

As of the Latest Practicable Date, the above balances due to related parties, Gateway Hotel,
SinoTac Group and Perspective Development are still outstanding. Please refer to the section
entitled “Interested Person Transactions and Potential Conflicts of Interest” of this Prospectus for
more details.

Contingent Liabilities
As at the Latest Practicable Date, our Group’s contingent liabilities are as follows:

(a)    Sino Holdings is one of the two largest corporate shareholders in Dalian Shicheng (in
       aggregate, holds an approximate 61.86% equity interest in Dalian Shicheng) who have
       entered into joint and several corporate guarantees, in favour of (1) United Overseas
       Bank (China) Limited, Shenyang Branch                                        to secure
       development loan facilities amounting to RMB250.0 million which was provided to Dalian
       Shicheng PRC and (2) UOB to secure bridging loan facilities amounting to S$14.5 million
       which was provided to Dalian Shicheng;

(b)    Outstanding bankers’ guarantees amounting to S$21.8 million; and

(c)    Outstanding performance bonds/performance guarantees amounting to S$54.8 million.




                                                73
                        CAPITALISATION AND INDEBTEDNESS

Capital Commitment
As at the Latest Practicable Date, we did not have any material capital commitments.

Operating Lease Commitments
As at the Latest Practicable Date, our operating lease commitments were as follows:

                                                                                       S$’000

Within 1 year                                                                             247
Within 2 to 5 years                                                                       989
More than 5 years                                                                       1,252

                                                                                        2,488


Such operating lease commitments relate to rentals payable by the Group for office and
warehouse premises and certain office equipment. The lease terms of the office and warehouse
premises are 30 years and rentals are fixed for an average of two years. The remaining leases
are negotiated for terms between one to two years and rentals are fixed during the terms of
leases.

Others
Save as disclosed above and in the section entitled “Management’s Discussion and Analysis of
Financial Condition and Results of Operations - Liquidity and Capital Resources” of this
Prospectus as at the Latest Practicable Date, we have no other borrowings or indebtedness in
the nature of borrowings including bank overdrafts and liabilities under acceptance (other than
normal trading bills) or acceptance credits, mortgages, charges, hire purchase commitments,
guarantees or other material contingent liabilities.




                                              74
                                      DIVIDEND POLICY

Past Dividends
The details of the declared dividends of our subsidiaries for FY2008, FY2009, FY2010 and from
1 January 2011 up to the Latest Practicable Date are as follows:

                                                            Dividends Declared
                                                                                    1 January 2011
                                                                                      to the Latest
                                                                                       Practicable
                                            FY2008        FY2009         FY2010           Date
                                            (S$’000)      (S$’000)       (S$’000)       (S$’000)

Sino Holdings                                  –             300           8,000           –
Tiong Aik Construction                         –               –           2,000           –
Tiong Aik Resources                            –             100               –           –
Aston Air Control                              –               –            120            –

                                               –             400          10,120           –


Save as disclosed above, no dividends have been declared or paid by our Company since
incorporation and up to the Latest Practicable Date or by our subsidiaries for the period
commencing from 1 January 2008 up to the Latest Practicable Date.

Dividend Policy
We currently do not have a fixed dividend policy. However, we intend to recommend and
distribute dividends of at least 10.0% of our net profits after tax attributable to Shareholders for
FY2011 and FY2012 (the “Proposed Dividends”), subject to the factors outlined below.
Investors should note that the foregoing statement on the Proposed Dividends is merely a
statement of our present intention and shall not constitute a legally binding obligation on our
Company or legally binding statement 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 Dividends as an indication of our
Group’s future dividend policy. No inference should or can be made from any of the foregoing
statements as to our actual future profitability or ability to pay dividends.

Any declaration and payment of dividends in the future will depend on, amongst others, our
Group’s operating results, financial conditions, other cash requirements including capital
expenditures, the terms of the borrowing arrangements (if any), and other factors deemed
relevant by our Directors. There can be no assurance that dividends will be paid in the future or
of the amount or timing of any dividends that will be paid in the future.

Any final dividend paid by us must be approved by an ordinary resolution of our Shareholders
at a general meeting and must not exceed the amount recommended by our Board of Directors.
Our Directors may, without the approval of our Shareholders, also declare an interim dividend.
All dividends will be paid in accordance with the Companies Act.

Payment of cash dividends and distributions, if any, will be made in Singapore dollars to CDP
on behalf of Shareholders who maintain, either directly or through Depository Agents,
Securities Accounts with CDP.

Please refer to Annex K of this Prospectus for information relating to Singapore taxes payable
on dividends.


                                                   75
                                         DILUTION

The NAV per Share as at 31 March 2011 after adjusting for the Sub-division of Shares but
before adjusting for the net proceeds from the issue of the New Shares and based on the pre-
Invitation issued share capital of 352,000,000 Shares was 33.6 cents.

Based on the issue of [ ] New Shares at the Invitation Price of S$[ ] for each New Share
pursuant to the Invitation and after deducting the estimated issue expenses to be paid by our
Company in relation to the Invitation, the adjusted NAV of our Group as at 31 March 2011
would have been [ ] cents per Share based on the post-Invitation issued share capital of [ ]
Shares. This represents an immediate [increase/decrease] in NAV of [ ] cents per Share to our
existing Shareholders and an immediate [increase/decrease] in NAV of [ ] cents per Share to
applicants for our New Share (“New Investors”) pursuant to the Invitation.

The following table summarises the total number of Shares issued by us, the total consideration
and the average price per Share paid by our existing Shareholders (after adjusting for the
Restructuring Exercise and the Sub-division of Shares) and the new public investors pursuant
to the Invitation:

                                                                   Total        Average price
                                               Number of       Consideration      per Share
                                              Shares (’000)      (S$’000)          (cents)

Directors
Mr Liong Kiam Teck                                 158,400        50,609             32.0
Mr Neo Tiam Poon @ Neo Thiam Poon                   76,032        24,292             32.0
Mr Neo Tiam Boon, PBM                               79,904        25,529             32.0
Mr Neo Thiam An                                     37,664        12,034             32.0
Public                                                  [ ]           [ ]             [ ]




                                              76
                                         RESTUCTURING EXERCISE

Our Group was formed through the Restructuring Exercise which involved a series of
acquisitions and disposals and the rationalisation of our corporate and shareholding structure.
The rationale for the Restructuring Exercise was to streamline the corporate structure and
business activities of our Group for the purpose of the Invitation. The Restructuring Exercise
involved the following transactions:

(a)   Acquisition of Tiong Aik Cambodia by Sino Holdings
      On 23 February 2011, Sino Holdings acquired the entire issued share capital of Tiong Aik
      Cambodia from SinoTac Group for a consideration of S$49,183, based on the then NAV
      of Tiong Aik Cambodia after taking into account the capital injection from the previous
      shareholder to be made in April 2011.

(b)   Incorporation of our Company
      Our Company was incorporated in Singapore on 7 March 2011 as a private limited
      company under the name of “TA Corporation Pte. Ltd.”, with Mr Liong Kiam Teck as the
      sole shareholder as at the date of incorporation.

(c)   Acquisition of Meadows Investment by our Company
      On 31 March 2011, our Company acquired the entire issued share capital of Meadows
      Investment from Mr Neo Tiam Boon, PBM for a nominal consideration of S$1 as it was a
      dormant company.

(d)   Share purchase in respect of subsidiaries of our Company
      Pursuant to a share purchase deed dated 16 September 2011, our Company acquired
      from each of Mr Liong Kiam Teck, Mr Neo Tiam Poon @ Neo Thiam Poon, Mr Neo Tiam
      Boon, PBM, Mr Neo Thiam An, Mr Neo Kian Lee, Mdm Phan Fong Ying and SinoTac
      Group the ordinary shares held by them in Aston Air Control, Credence Engineering,
      Sino Holdings, SinoTac Builder’s, Tiong Aik Construction, Tiong Aik Development, Tiong
      Aik Investments and Tiong Aik Holding as follows:
                                                   Number of shares acquired from

                                                                                                               Percentage
                                         Mr Neo                                                                 of issued
                                       Tiam Poon   Mr Neo                                                     share capital
      Name of             Mr Liong       @ Neo   Tiam Boon,     Mr Neo        Mr Neo    Mdm Phan    SinoTac   of subsidiary
      subsidiary          Kiam Teck   Thiam Poon    PBM        Thiam An      Kian Lee   Fong Ying    Group    acquired (%)

      Aston Air Control     70,000           –      69,999              1          –           –    400,000        90

      Credence              20,000       10,000      7,500           7,500     5,000           –         –        100
      Engineering

      Sino Holdings       3,896,104   1,948,052    909,092     1,948,051           –    1,298,701        –        100

      SinoTac Builder’s     90,000       60,000     60,000          60,000    30,000           –         –        100

      Tiong Aik           7,650,000   3,300,000   1,800,000    1,800,000     450,000           –         –        100
      Construction

      Tiong Aik            310,000      230,000    230,000         230,000         –           –         –        100
      Development

      Tiong Aik            857,000      428,500          –         428,500         –     286,000         –        100
      Investments

      Tiong Aik Holding    200,000      100,000          –         100,000    25,000      75,000         –        100



                                                              77
                               RESTUCTURING EXERCISE

The consideration of S$112,464,663 for the acquisition of the shares in the above subsidiaries
was based on the audited consolidated NAV of the acquired shares of the subsidiaries as at 31
December 2010. Such acquisition was on a willing buyer and willing seller basis, and the shares
were transferred free from all liens, charges and encumbrances and with all rights attaching to
them, with effect from 16 September 2011. In accordance with the terms and conditions of the
aforementioned share purchase deed, the consideration was satisfied by the issue by our
Company of an aggregate of 9,999 Shares to Mr Liong Kiam Teck (4,499 Shares), Mr Neo Tiam
Poon @ Neo Thiam Poon (2,160 Shares), Mr Neo Tiam Boon, PBM (2,270 Shares) and Mr Neo
Thiam An (1,070 Shares) on 16 September 2011.




                                              78
                                                                                  GROUP STRUCTURE

Our group structure as at the date of the Prospectus is as follows:

                                                                                                         TA Corporation Ltd




                90%                     100%                    100%                     100%                        100%                   100%                        100%                    100%

  Aston Air Control Pte   Sino Holdings (S’pore)   SinoTac Builder’s (S)         Tiong Aik           Tiong Aik Holding Pte      Credence Engineering      Tiong Aik Construction   Tiong Aik Investments
           Ltd                   Pte Ltd                 Pte Ltd           Development Pte. Ltd.              Ltd                     Pte. Ltd.                  Pte Ltd                  Pte Ltd



                                                                100%                                                             100%                    57%

                                                      Quest Homes                                                   Meadows Investment        Tiong Aik Resources
                                                        Pte. Ltd.                                                        Pte. Ltd.                 (S) Pte Ltd




              25.37%                     70%                     45%                     100%                        100%                   100%                             100%(1)

    Dalian Shicheng         Grovehill Pte. Ltd.      Meadows Bright          Sino Tac Holding Pte         Tiong Aik Land Pte.    Tiong Aik Corporation         TAC Resources
 Property Development                              Development Pte Ltd               Ltd                         Ltd.               (Cambodia) Ltd              (India) Private
     (S) Pte. Ltd.                                                                                                                                                  Limited

                                                                                                                                                 49%
             100%                                              100%                      100%
    Dalian Shicheng                                Meadows Property            Meadows Link                                       TACC (TEKTHLA)
            Note:
 Property Development                              (S’pore) Pte. Ltd.       Development Pte. Ltd.                                      LTD
        Co., Ltd.



Note:
(1)     Mr. Abu Bakar Moosa is the legal owner of 20 shares in TAC Resources (India) Private Limited, and Tiong Aik Construction Pte Ltd is the legal owner of the remaining
        999,980 shares in TAC Resources (India) Private Limited. Tiong Aik Resources (S) Pte Ltd is the beneficial owner of the 999,980 shares held by Tiong Aik Construction in
        TAC Resources (India) Private Limited.




                                                                                                    79
                                             GROUP STRUCTURE

The details of each subsidiary of our Company as at the Latest Practicable Date are as follows:

                                                                                                      Effective
                        Date and country                               Principal   Issued capital /     equity
                        of incorporation /                             place of      Registered        interest
Name of company             registration        Principal activities   business        capital        held (%)

Aston Air Control       9 September 2000 /    Contractor of air        Singapore         S$600,000       90(1)
Pte Ltd                 Singapore             conditioning
                                              installation,
                                              installation and
                                              servicing of air
                                              conditioning systems

Credence                25 September          Manufacture and          Singapore          S$50,000      100
Engineering Pte. Ltd.   1992 / Singapore      repair of other
                                              oilfield and gasfield
                                              machinery and
                                              equipment

Grovehill Pte. Ltd.     18 February 2004 /    Real estate              Singapore       S$1,000,000       70(2)
                        Singapore             development

Meadows                 26 April 2007 /       Investment holding       Singapore       S$1,000,000      100
Investment Pte. Ltd.    Singapore

Quest Homes             3 April 2007 /        Real estate              Singapore          S$50,000      100
Pte. Ltd.               Singapore             development

Sino Holdings           13 June 1986 /        Investment holding       Singapore      S$10,000,000      100
(S’pore) Pte Ltd        Singapore

SinoTac Builder’s (S)   12 May 1999 /         Building construction    Singapore         S$300,000      100
Pte Ltd                 Singapore             works

Sino Tac Holding        23 October 1993 /     Real estate              Singapore       S$1,000,000      100
Pte Ltd                 Singapore             development,
                                              business and
                                              management
                                              consultancy services

TAC Resources (India)   10 March 1998 /       Training and testing     Chennai,       Rs10,000,000       57(3)
Private Limited         India                 centre                   India

Tiong Aik               24 October 1979 /     Building construction    Singapore      S$15,000,000      100
Construction Pte Ltd    Singapore

Tiong Aik               17 August 1999 /      Real estate              Singapore       S$1,000,000      100
Development Pte. Ltd.   Singapore             development

Tiong Aik               7 March 1995 /        Real estate              Singapore       S$2,000,000      100
Investments Pte Ltd     Singapore             development

Tiong Aik Corporation   7 August 2008 /       Investment holding       Cambodia    KHR250,000,000       100
(Cambodia) Ltd          Cambodia

Tiong Aik Land          13 January 2006 /     Investment holding       Singapore               S$1      100
Pte. Ltd.               Singapore

Tiong Aik Resources     2 July 1998 /         Investment holding,      Singapore       S$1,200,000       57(4)
(S) Pte Ltd             Singapore             general wholesale
                                              trade (including general
                                              importers and exporters)

Tiong Aik Holding       17 May 1997 /         Real estate              Singapore         S$500,000      100
Pte Ltd                 Singapore             development

                                                           80
                                               GROUP STRUCTURE

Notes:
(1)   The remaining shareholder of Aston Air Control is our Executive Officer, Mr Goh Yong Joo (10%).

(2)   The remaining shareholder of Grovehill is First Grand Investment Pte. Ltd. (30%). None of First Grand
      Investment Pte. Ltd. or its Associates are related to any of our Directors, Shareholders or Executive Officers.

(3)   Mr. Abu Bakar Moosa is the legal owner of 20 shares in TAC Resources (India) and Tiong Aik Construction is
      the legal owner of the remaining 999,980 shares in TAC Resources (India). Tiong Aik Resources is the
      beneficial owner of the 999,980 shares held by Tiong Aik Construction in TAC Resources (India).

(4)   The remaining shareholders of Tiong Aik Resources are Mr Oong Kee Thye (17.5%), Mr Lau Hau Sian
      (17.5%) and Mr Abu Bakar Moosa (8%), each of whom is not related to any of our Directors, Shareholders or
      Executive Officers.

The details of each of our associated companies as at the Latest Practicable Date are as
follows:

                                                                                                           Effective
                          Date and country                                Principal    Issued capital /     equity
                          of incorporation /                              place of       Registered        interest
Name of company               registration       Principal activities     business         capital         held (%)

Meadows Bright            13 September           Real estate              Singapore        S$1,000,000         45
Development Pte Ltd (1)   2000 / Singapore       development

Dalian Shicheng           29 October 2009 /      Real estate activities   Singapore    S$26,402,232.61      25.37
Property                  Singapore              with own or leased
Development (S)                                  property
Pte. Ltd. (2)

Held by Meadows Bright Development Pte Ltd
Meadows Property          12 July 2007 /         Real estate              Singapore        S$1,000,000         45
(S’pore) Pte. Ltd.        Singapore              development

Meadows Link              26 July 2011 /         Real estate              Singapore                 S$1        45
Development Pte. Ltd.     Singapore              development

Held by Dalian Shicheng Property Development (S) Pte. Ltd.
Dalian Shicheng           17 June 2004 /         Real estate              PRC         Registered capital    25.37
Property Development      PRC                    development                            US$29,000,000
Co., Ltd.

Held by Tiong Aik Corporation (Cambodia) Ltd
TACC (TEKTHLA)            24 November            Real estate              Cambodia      KHR40,000,000          49
LTD (3)                   2010 / Cambodia        development

Notes:
(1)   The remaining shareholders of Meadows Bright Development are Far East Distillers Pte Ltd (20%) and King
      Wan Development Pte Ltd (35%). Save for (i) the shareholding interests in listed companies held by our
      Directors, Shareholders and Executive Officers and (ii) our Lead Independent Director, Mr Lim Hock Beng’s
      independent directorship in King Wan Corporation Limited (the holding company of King Wan Development Pte
      Ltd), none of Far East Distillers Pte Ltd, King Wan Development Pte Ltd or any of their respective Associates is
      related to any of our Directors, Shareholders or Executive Officers.

(2)   The remaining shareholders of Dalian Shicheng are Annaik Limited (17.59%), King Wan Development Pte Ltd
      (36.57%), Mr Ong Tze King (3.50%), Mr Ong Keng Huat (5.70%), Mr Chua Zhihong (Cai Zhihong) (7.72%),
      and Premium Capital Asia Limited (3.55%). Save for (i) the shareholding interests in listed companies held by
      our Directors, Shareholders and Executive Officers and (ii) our Lead Independent Director, Mr Lim Hock
      Beng’s independent directorship in King Wan Corporation Limited (the holding company of King Wan
      Development Pte Ltd), none of Annaik Limited, King Wan Development Pte Ltd, Premium Capital Asia Limited
      or any of their respective Associates is related to any of our Directors, Shareholders or Executive Officers.


                                                           81
                                         GROUP STRUCTURE

(3)   The remaining shareholder of TACC (TEKTHLA) LTD is Mr Yiv Yi Chhai (51%). Neither Yiv Yi Chhai nor any of
      his Associates is related to any of our Directors, Shareholders or Executive Officers.

Save as disclosed above, our Group does not have any other subsidiaries, associated
companies or investee companies. None of our subsidiaries or associated companies is listed
on any stock exchange.




                                                      82
                                      SHARE CAPITAL

We were incorporated in Singapore on 7 March 2011 under the Companies Act as a private
limited company under the name of “TA Corporation Pte. Ltd.” (Company Registration Number:
201105512R). At the date of incorporation, the issued and paid-up share capital of our
Company was S$1.00, comprising one (1) ordinary share.

Pursuant to the Restructuring Exercise, our issued and paid-up share capital was increased to
S$112,464,664, comprising 10,000 ordinary shares.

Pursuant to written resolutions dated 19 September 2011, our Shareholders approved, amongst
others, the following:

(a)   the sub-division of each ordinary share of our Company into 35,200 ordinary shares
      (“Sub-division of Shares”);

(b)   the conversion of our Company into a public limited company and the change of our
      name to “TA Corporation Ltd”;

(c)   the adoption of the new Articles of Association of our Company;

(d)   the allotment and issue of the New Shares which are the subject of the Invitation. The
      New Shares, when allotted, issued and fully paid up, will rank pari passu in all respects
      with our existing issued and full paid up Shares;

(e)   the Service Agreements; and

(f)   pursuant to Section 161 of the Companies Act, that our Directors be authorised to:

      (i)    issue Shares whether by way of rights, bonus or otherwise (including Shares as
             may be issued pursuant to any Instrument (as defined below) made or granted by
             our Directors while the resolutions are in force notwithstanding that the authority
             conferred by the resolutions may have ceased to be in force at the time of issue of
             such Shares), and/or

      (ii)   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 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 our Directors may in their absolute discretion deem fit provided that the
      aggregate number of Shares issued pursuant to such authority (including Shares issued
      pursuant to any Instrument but excluding Shares which may be issued pursuant to any
      adjustments (“Adjustments”) effected under any relevant Instrument, which Adjustment
      shall be made in compliance with the provisions of the Listing Manual for the time being
      in force (unless such compliance has been waived by the SGX-ST) and the Articles of
      Association for the time being of our Company), shall not exceed 50 per cent (50%) of
      the issued share capital of our Company immediately after the Invitation, excluding
      treasury shares, and provided that the aggregate number of such Shares to be issued
      other than on a pro rata basis in pursuance to such authority (including Shares issued
      pursuant to any Instrument but excluding Shares which may be issued pursuant to any




                                               83
                                               SHARE CAPITAL

         Adjustment effected under any relevant Instrument) to the existing Shareholders shall not
         exceed 20 per cent (20%) of the issued share capital of our Company immediately after
         the Invitation excluding treasury shares, and, unless revoked or varied by our Company
         in general meeting, such authority 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.

As at the date of this Prospectus, our Company has only one class of Shares, being ordinary
shares. The rights and privileges of our Shares are stated in the Articles of Association of our
Company. There are no founder, management or deferred Shares.

No person has been, or has the right to be, gives an option to subscribe for or purchase any
securities of our Company or any of our subsidiaries. As at the Latest Practicable Date, no
option to subscribe for Shares in our Company has been granted to, or was exercised by any of
our Directors.

As at the Latest Practicable Date, the issued and paid up capital of our Company is
S$112,464,664 comprising 352,000,000 Shares.

Upon the allotment and issue of the New Shares, the resultant issued and paid-up capital of our
Company will be increased to S$[ ] comprising [ ] Shares.

Details of the changes to the issued and paid-up share capital of our Company as at the date of
incorporation, and our issued and paid-up share capital immediately after the Invitation are as
follows:

                                                                                               Resultant Issued
                                                                                                 and Paid-up
                                                                                                Share Capital
                                                                       Number of Shares              (S$)

Issued and fully paid-up ordinary shares as at incorporation                           1                      1

New shares issued pursuant to the Restructuring Exercise                          9,999            112,464,664

                                                                                10,000             112,464,664
Sub-division of Shares                                                     352,000,000             112,464,664

Pre-Invitation share capital                                               352,000,000             112,464,664


New Shares to be issued pursuant to the Invitation                                   [ ]                    [ ](1)

Post-Invitation share capital                                                        [ ]                    [ ]


Note:
(1)     This takes into account set-off of estimated listing expenses of approximately S$[ ] million, which excludes
        estimated listing expenses of approximately S$[ ] million to be charged directly to the income statement.




                                                         84
                                             SHARE CAPITAL

The shareholders’ equity of our Company (i) as at the date of incorporation, (ii) after adjusting
for the Restructuring Exercise, and (iii) after adjusting for the issue of the New Shares are set
out below.

                                                                                                 After adjusting
                                                       As at            After adjusting for          for the
                                                    the date of         the Restructuring         issue of the
                                                  incorporation              Exercise             New Shares(1)
                                                       (S$)                  (S$’000)               (S$’000)

Shareholders’ Equity                                      1                112,464,664                  [ ](2)

Notes:
(1)   This is based on net proceeds from the issue of New Shares.

(2)   This takes into account set-off of estimated listing expenses of approximately S$[ ] million, which excludes
      estimated listing expenses of approximately S$[ ] million to be charged directly to the income statement.

Save as set out in this section and the subsequent paragraph, there was no change in the
issued and paid-up share capital of our Company, our subsidiaries or our associated companies
within the three years preceding the date of lodgement of this Prospectus.

SINGAPORE
                      Number of                                                               Resultant issued
Date of Issue        shares issued          Issue price             Purpose of issue           share capital

Quest Homes
3 December 2008          49,999                 S$49,999       Subscription of shares               S$50,000
                                                               by SinoTac Builder’s

Meadows Property
18 March 2008           999,999                S$999,999       Subscription of shares            S$1,000,000
                                                               by Meadows Bright
                                                               Development

Dalian Shicheng
29 October 2009                1                      S$1      Issue of share upon                       S$1
                                                               incorporation

18 November 2010        999,999         S$26,402,231.61        Subscription of shares         S$26,402,232.61
                                                               by shareholders

Meadows Investment
9 June 2011             999,999                S$999,999       Subscription of shares            S$1,000,000
                                                               by the Company

Meadows Link Development
26 July 2011                   1                      S$1      Issue of share                            S$1
                                                               upon incorporation




                                                       85
                                               SHARE CAPITAL

PRC
Date of issue /
Amendment of Articles             Increase in                                                    Resultant
of Association                 Registered Capital       Purpose of change in capital         Registered Capital

Dalian Shicheng PRC

12 July 2008                      US$3,700,000        Injection of capital by shareholders      US$9,500,000

6 October 2008                    US$7,500,000        Injection of capital by shareholders     US$17,000,000

1 July 2011(1)                   US$12,000,000        Injection of capital by shareholders     US$29,000,000


CAMBODIA
                        Number of                                                              Resultant issued
Date of issue          shares issued          Issue Price           Purpose of issue            share capital

Tiong Aik Cambodia
15 August 2008             10,000             KHR25,000           Issue of shares upon         KHR250,000,000
                                                                  incorporation

Note:
(1)     As at the Latest Practicable Date, Dalian Shicheng PRC is in the process of filing such capital increase with
        the PRC Ministry of Commerce and has yet to obtain the renewed business license reflecting the increased
        capital, and the first instalment of the increased capital has not been paid up yet.




                                                         86
                                               SHAREHOLDERS

Our Shareholders and their respective shareholdings in our Company immediately before and
after the Invitation are set out below:

                              Immediately before the Invitation                   Immediately after the Invitation
                            Direct Interest        Deemed Interest          Direct Interest          Deemed Interest
                       Number of               Number of                Number of                 Number of
                        Shares          %       Shares            %      Shares           %        Shares            %

Directors
Mr Liong Kiam          158,400,000     45.0         –             –         [ ]           [ ]          –             –
Teck (1) (2)

Mr Neo Tiam             76,032,000     21.6         –             –         [ ]           [ ]          –             –
Poon @ Neo
Thiam Poon (1) (2)

Mr Neo Tiam             79,904,000     22.7         –             –         [ ]           [ ]          –             –
Boon, PBM (1) (2)

Mr Neo Thiam            37,664,000     10.7         –             –         [ ]           [ ]          –             –
An (1) (2)

Public                            –       –         –             –         [ ]           [ ]          –             –

Total                  352,000,000    100.0                                 [ ]        100.0


Notes:
(1)     Mr Liong Kiam Teck, Mr Neo Tiam Poon @ Neo Thiam Poon, Mr Neo Tiam Boon, PBM and Mr Neo Thiam An
        are siblings.

(2)     The Vendors are offering [ ] Vendor Shares for sale pursuant to the Invitation. Their shareholdings immediately
        after the Invitation are calculated based on the assumption that these [ ] Vendor Shares are sold pursuant to
        the Invitation.

Save as disclosed above and in the section entitled “Directors, Management and Staff” of this
Prospectus, there are no other relationships among our Directors and Executive Officers and
Substantial Shareholders.

The Shares (including the Vendor Shares) held by our Directors, Executive Officers and
Substantial Shareholders do not have different voting rights from other Shareholders of the
Company.

Save as disclosed above, 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. There is no known arrangement, the operation of which may, at a subsequent date,
result in a change in the control of our Company.

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 January 2008 and the Latest Practicable Date.




                                                           87
                                       SHAREHOLDERS

Save as disclosed in the section entitled “Restructuring Exercise” of this Prospectus, there has
been no significant change in the percentage of ownership of the issued share capital of our
Company in the period from 1 January 2008 till the Latest Practicable Date.

VENDORS
The names and addresses of the Vendors and the number of Vendor Shares which the Vendors
will offer pursuant to the Invitation are set out below:

                                       Shares held            Vendor Shares             Shares held
                                    immediately before      offered pursuant to      immediately after
                                      the Invitation           the Invitation          the Invitation
                                                  % of                    % of                    % of
                                                  pre-                    pre-                    post-
                                   Number      Invitation   Number     Invitation   Number     Invitation
                                     of          share        of          share       of         share
Vendors           Address          Shares        capital    Shares       capital    Shares       capital

Mr Liong      1 Jalan Berseh     158,400,000     45.0        [ ]          [ ]        [ ]          [ ]
Kiam Teck     #03-03
              New World Centre
              Singapore 209037

Mr Neo Tiam   1 Jalan Berseh      76,032,000     21.6        [ ]          [ ]        [ ]          [ ]
Poon @ Neo    #03-03
Thiam Poon    New World Centre
              Singapore 209037

Mr Neo Tiam   1 Jalan Berseh      79,904,000     22.7        [ ]          [ ]        [ ]          [ ]
Boon, PBM     #03-03
              New World Centre
              Singapore 209037

Mr Neo        1 Jalan Berseh      37,664,000     10.7        [ ]          [ ]        [ ]          [ ]
Thiam An      #03-03
              New World Centre
              Singapore 209037

Total                            352,000,000    100.0        [ ]          [ ]        [ ]          [ ]



MORATORIUM
To demonstrate their commitment to our Group, our Substantial Shareholders, Mr Liong Kiam
Teck, Mr Neo Tiam Poon @ Neo Thiam Poon, Mr Neo Tiam Boon, PBM and Mr Neo Thiam An,
who in aggregate will hold [ ] Shares, representing approximately [ ]% of the entire issued
share capital of our Company immediately after the Invitation, has each undertaken not to sell,
realise, transfer or otherwise dispose of any part of his direct and indirect interests in the issued
share capital of our Company for a period of six months from the date of admission of our
Company to the Official List of the SGX-ST (the “Moratorium Period”).

After the expiry of the Moratorium Period, our Substantial Shareholders, Mr Liong Kiam Teck,
Mr Neo Tiam Poon @ Neo Thiam Poon, Mr Neo Tiam Boon, PBM and Mr Neo Thiam An, intend
to transfer up to 3.0% of their post-Invitation shareholding in our Company to certain relatives of
such Substantial Shareholders and employees of our Group as a gift.




                                                   88
                       GENERAL INFORMATION ON OUR GROUP

HISTORY
We can trace the history of our Group back to 1972 when we began as a local contractor
undertaking projects for governmental bodies such as the URA, HDB and JTC. The first project
undertaken by us was the construction of the hawker centre formerly situated at Empress Place
in 1972. On 24 October 1979, Tiong Aik Construction was registered as a private limited
company in Singapore. With almost 40 years in the construction industry, we believe that we are
one of the more established local construction companies in Singapore.

Over the years, we have completed numerous building projects for established customers not
only in the public sector but also in the private sector. We count established developers such as
Allgreen Properties Ltd, CapitaLand Residential Ltd, CapitaLand Commercial Ltd, The Ascott
Group, Keppel Land Realty Pte Ltd, Wheelock Properties (S’pore) Ltd and Wing Tai Holdings
Ltd as our clients. We have also diversified into a variety of specialised projects for our
construction business, including the iconic School of the Arts (SOTA) that has won several
acclamations and design awards, office concept serviced apartments such as Wilkie Edge, A&A
for St. James Power Station, the conversion of an existing office building into the Ascott Raffles
Place serviced apartments and condominium projects such as Park Infinia and the Belle Vue
Residences. For more information regarding our significant construction projects, please refer to
the section entitled “General Information on our Group - Our Business – Significant Projects” of
this Prospectus.

In 1992, we achieved a significant milestone when Tiong Aik Construction was registered with a
BCA grading of A1 under the category of CW01 for general building which qualifies us to
undertake public sector construction projects with unlimited contract value.

In the same year, we established Credence Engineering which undertakes construction
machinery leasing, the fabrication and repair of metal formworks, and the erection of building
structural steels to complement our construction arm.

1995 marked another milestone for us as we ventured into the real estate development
business with our development of New World Centre. Over the years, our real estate
development business has expanded to include projects such as Leonie Hill Residences, The
Inspira, Parc Seabreeze, Coralis and Starlight Suites. For more information regarding our
significant real estate development projects, please refer to the section entitled “General
Information on our Group - Our Business – Real Estate Development” of this Prospectus.

In 1998, we established our Indian subsidiary, TAC Resources (India), which operates our Test
Centre in Chennai, India. This Test Centre is one of only four BCA endorsed test centres that
undertake the training and testing of construction workers from India prior to the
commencement of work in Singapore, and which we believe is the only test centre that is
wholly-owned by a Singaporean company in India.

With our expansion into the real estate development business, we established SinoTac Builder’s
in 1999 to undertake the main construction work for our Group’s real estate development
projects. SinoTac Builder’s is registered with a BCA grading of C1 under the category of CW01
for general building and a BCA grading of C3 under the category of civil engineering. SinoTac
Builder’s generally does not undertake public sector construction projects.

In 2000, we incorporated Aston Air Control which focuses on the design, installation and
maintenance of air conditioning and mechanical ventilation systems to further complement and
expand our service offerings under our construction business.



                                               89
                       GENERAL INFORMATION ON OUR GROUP

In 2005, we embarked on a joint venture with several Singaporean partners to develop a
township in Dalian City, PRC, which comprises residential developments, commercial shop
spaces, a shopping mall, a hotel and a school. In the last few years, our Group has received
various awards in recognition of the quality and safety standards in respect of the construction
and real estate development projects that we have undertaken. Such awards include the ISO
9001: 2008 Quality Management System, ISO 14001:2004 Environmental Management System
and the OHSAS 18001: 2007 Occupational Health and Safety Management System
certifications. We have also received several BCA Construction Excellence Awards (Merit) and
Architectural Heritage Awards over the years for our construction projects. Please refer to the
sections entitled “General Information on our Group – Awards and Accreditations”, “General
Information on our Group – Quality Assurance” and “General Information on our Group – Work
Place Environmental, Health and Safety Measures” of this Prospectus for further details.

In November 2010, we entered into a joint venture with a Cambodian partner to acquire a plot
of land in Phnom Penh, Cambodia. We currently hold a 49% shareholding interest in the
resulting joint venture entity, TACC Cambodia.

OUR BUSINESS
We are principally engaged in:

(i)    the development and sale of residential and other types of properties; and

(ii)   the construction business (including complementary services such as steel fabrication
       and metal works, a worker training and test centre in Chennai, India, as well as the
       design, installation and maintenance of air conditioning and mechanical ventilation
       system).

We also derive rental income from our investment properties (comprising residential and
commercial units and industrial properties) and properties in our development projects which
are leased pending sale.

Please see below for a further elaboration of the different aspects of our businesses.

Real Estate Development
The year 1995 marked our first venture into the real estate development business in Singapore.
Over the years, we have developed a reputation as a real estate developer with projects
targeted at the middle to upper middle markets. The real estate development projects
undertaken by us in Singapore typically comprise small to medium size residential
developments such as terrace and semi-detached houses, bungalows, apartments and
condominiums. Our main focus is on residential projects, although one of our first projects was
a commercial property, New World Centre. These real estate developments were constructed
mainly on freehold land acquired from private parties and leasehold land acquired from
Singapore government agencies such as the URA or the SLA through public tenders. In certain
circumstances, we may also retain units in our development projects for lease pending sale.




                                               90
                      GENERAL INFORMATION ON OUR GROUP

We have since ventured overseas through a joint venture participation in Dalian City, PRC,
although our main focus is still in Singapore. We recently entered into a Cambodian joint
venture to acquire a plot of land in Phnom Penh, Cambodia. We currently own land in Chennai,
India, on which we operate the Test Centre under TAC Resources (India) – please refer to the
section entitled “General Information on our Group – Our Business – Complementary
Competencies” for further details on our Test Centre. Our development projects overseas are
typically undertaken through joint ventures with unrelated third parties.

We believe that we are able to leverage our competencies in the construction business to give
us an edge in this area and have established an in-house construction arm, SinoTac Builder’s,
focusing on the main construction work for our real estate development business. In addition to
SinoTac Builder’s, we also use our subsidiary, Tiong Aik Construction, for the construction work
of certain of our real estate development projects.




                                              91
                                                          GENERAL INFORMATION ON OUR GROUP

We set out below a detailed description of our completed projects, as well as projects under development (including those undertaken by our
associated companies) as at the Latest Practicable Date.

Projects Completed in Singapore
                                                                                                                                                                 Number
                                                                                                                                                                 of units
                                                                                                                                                             remaining as
                                                                                                                                                              at the Latest
                                                                                                                                                               Practicable
                                                                                        Approximate                                                         Date (including
                                                                                          saleable                                                            those being
                                                                                         floor area                         Number                           leased out by
Project name / location       Project description/type              Developer         (square metres) Tenure of land        of units       Date of TOP         our Group)

New World Centre /         3-storey commercial building       Sino Holdings                 6,403       99 years from           35      24 September               45(1)
1 Jalan Berseh             with 2 basements                   (S’pore) Pte Ltd                          31 March 1994                   1997

Casa Rosa / 35, 37         2 blocks of 4-storey apartments    Tiong Aik                    11,282       99 years from           96      31 May 2001                 –
Lorong Ong Lye             with communal facilities           Investments Pte Ltd                       2 February 1998

Kovan 81 /                 4-storey apartments with           Sino Tac Holding              3,268       999 years from          29      5 December 2001             –
81 Kovan Road              communal facilities                Pte Ltd                                   2 December 1878

The Areca / 21             3-storey townhouses with a         Tiong Aik                     4,835       99 years from           21      2 December 2003             –
Bunga Rampai Place         basement and communal              Development Pte Ltd                       8 November 2000
                           facilities

Canary Ville /             2 blocks of 5-storey apartments    Sino Holdings                 2,139       Freehold                18      2 March 2004                –
138, 141 Lorong J          with communal facilities           (S’pore) Pte Ltd
Telok Kurau

Kembangan Villas /         14 units of semi-detached and      Tiong Aik                     4,112       Freehold                14      8 December 2004             –
85, 87 Jalan               terrace houses                     Investments Pte Ltd                                                       (1st phase)
Kembangan, 6, 6A, 8
and 8A Lengkong Tiga                                                                                                                    26 May 2005
                                                                                                                                        (2nd phase)

Note:
(1)   The increase in units as compared to the number of units at TOP was due to the sub-division of units into smaller units subsequent to the TOP. These units are currently
      being leased out.

                                                                                     92
                                                          GENERAL INFORMATION ON OUR GROUP

                                                                                                                                                      Number
                                                                                                                                                      of units
                                                                                                                                                  remaining as
                                                                                                                                                   at the Latest
                                                                                                                                                    Practicable
                                                                                    Approximate                                                  Date (including
                                                                                      saleable                                                     those being
                                                                                     floor area                    Number                         leased out by
Project name / location      Project description/type            Developer        (square metres) Tenure of land   of units     Date of TOP         our Group)

Trussville / 61           3-storey townhouses with a        Sino Holdings               3,124    Freehold            11       6 March 2004              –
Paya Lebar Crescent       basement and communal             (S’pore) Pte Ltd
                          facilities

Leonie Hill               29-storey apartment with          Sino Holdings              10,077    Freehold            80       5 December 2005           1
Residences / 1            communal facilities               (S’pore) Pte Ltd
Leonie Hill Road

Whitley Road / 111        2 units of semi-detached with     Tiong Aik                   2,632    Freehold             6       28 December 2006          –
to 113B Whitley Road      attic and 4 units of terraced     Development Pte Ltd                                               (1st phase)
                          dwelling houses with attic
                                                                                                                              24 August 2007
                                                                                                                              (2nd phase)

The Citrine / 18          22-storey apartment with          Tiong Aik                   5,847    Freehold            54       26 June 2008              –
Jalan Datoh               communal facilities               Investments Pte Ltd

The Vesta / 112           5-storey apartment with           Tiong Aik                   2,061    Freehold            20       30 September              –
Lorong K Telok Kurau      communal facilities               Investments Pte Ltd                                               2008

The Inspira /             13-storey apartment with          Meadows Bright             12,492    Freehold            120      24 December               –
11 Arnasalam              communal facilities               Development Pte Ltd                                               2009
Chetty Road

Gillenia / 35             5-storey residential apartment    Tiong Aik                   1,784    999 years from      16       3 August 2009             –
Rosyth Road               with communal facilities          Development Pte Ltd                  1 January 1886




                                                                                  93
                                                        GENERAL INFORMATION ON OUR GROUP

                                                                                                                                                      Number
                                                                                                                                                      of units
                                                                                                                                                  remaining as
                                                                                                                                                   at the Latest
                                                                                                                                                    Practicable
                                                                                   Approximate                                                   Date (including
                                                                                     saleable                                                      those being
                                                                                    floor area                     Number                         leased out by
Project name / location      Project description/type              Developer     (square metres) Tenure of land    of units     Date of TOP         our Group)

Estilo / 71, 73           2 blocks consisting of a 5-storey   Sino Holdings           3,292     Freehold             58       25 February 2010          –
Wilkie Road               apartment and a 6-storey            (S’pore) Pte Ltd
                          apartment with communal
                          facilities

Terraces at 22, 24        3 units of terraced houses          Quest Homes Pte.        1,006     999 years with        3       24 December               –
and 26 Chiap Guan                                             Ltd.                              effect from                   2010
Avenue                                                                                          1 September 1876




                                                                                 94
                                                        GENERAL INFORMATION ON OUR GROUP

Projects Completed in the PRC (by our PRC Associate)
As at the Latest Practicable Date, our PRC Associate, Dalian Shicheng PRC, has completed the first four phases of the Singapore Garden
             project in Dalian, PRC. A detailed description of the completed phases of the Singapore Garden        is set out below.

                                                                                                                                              Number
                                                                                                                                              of units
                                                                                                                                          remaining as
                                                                                                                                           at the Latest
                                                                                                                                            Practicable
                                                                               Approximate                                               Date (including
                                                                                 saleable                                                  those being
                                                                                floor area                    Number                      leased out by
Project name / location      Project description/type          Developer     (square metres) Tenure of land   of units     Date of TOP      our Group)

Singapore Garden          Development of 11- and 18-       Dalian Shicheng        12,539    70 years from       138      August 2008            –
Phase 1                   storeys residential apartments   PRC                              November 2004
                      /   cum retail shops with communal
Building B1-B6,           facilities
Xiaonan Village,
Shuishiying Street,
Lvshunkou District,
Dalian

Singapore Garden          Development of 11- and 18-       Dalian Shicheng        40,435    70 years from       484      January 2008           –
Phase 2                   storeys residential apartments   PRC                              November 2004
                      /   cum retail shops with communal
Building C1-C6,           facilities
Xiaonan Village,
Shuishiying Street,
Lvshunkou District,
Dalian




                                                                             95
                                                         GENERAL INFORMATION ON OUR GROUP

                                                                                                                                               Number
                                                                                                                                               of units
                                                                                                                                           remaining as
                                                                                                                                            at the Latest
                                                                                                                                             Practicable
                                                                                Approximate                                               Date (including
                                                                                  saleable                                                  those being
                                                                                 floor area                    Number                      leased out by
Project name / location       Project description/type          Developer     (square metres) Tenure of land   of units     Date of TOP      our Group)

Singapore Garden           Development of 11- and 18-       Dalian Shicheng        45,216    70 years from       619      December 2010        22
Phase 3                    storeys residential apartments   PRC                              November 2004
                      /    cum retail shops with communal                                    and March 2006
Buildings A1-A4,           facilities
F1-F3, D1 and D5,
Xiaonan Village,
Shuishiying Street,
Lvshunkou District,
Dalian

Singapore Garden           Development of 11- and 18-       Dalian Shicheng        33,104    70 years from       364      May 2010             14
Phase 4                    storeys residential apartments   PRC                              March 2006
                    /      cum retail shops with communal
Buildings J3-J5, E1        facilities
and E5, Xiaonan Village,
Shuishiying Street,
Lvshunkou District,
Dalian

Please refer to the Valuation Certificates by the Independent Valuers set out in Annex D of this Prospectus for further information.




                                                                              96
                                                        GENERAL INFORMATION ON OUR GROUP

Ongoing Projects Under Development in Singapore
                                                                                                                                                  Number
                                                                                                                                                  of units
                                                                                   Approximate                                                 remaining as
                                                                                     saleable                                                  at the Latest
                                                                                    floor area                    Number      Estimated date    Practicable
Project name / location      Project description/type           Developer        (square metres) Tenure of land   of units        of TOP            Date

Parc Seabreeze /          20-storey apartment with         Grovehill Pte. Ltd.        12,960    Freehold            94       December 2013           –
532 Joo Chiat Road        communal facilities

Auralis / 587, 589        2 blocks of 5-storey apartment   Sino Tac Holding            3,950    Freehold            56       December 2013           3
East Coast Road           with communal facilities         Pte Ltd

Coralis / 530             20-storey apartment with         Grovehill Pte. Ltd.        10,872    Freehold            127      March 2014            15
Joo Chiat Road            communal facilities

Starlight Suites /        35-storey apartment with         Meadows Property            9,299    Freehold            105      March 2015            67
11 River Valley Close     communal facilities              (S’pore) Pte. Ltd.

Please refer to the Valuation Certificates by the Independent Valuers set out in Annex D of this Prospectus for further information.

Ongoing Projects Under Development in the PRC (by our PRC Associate)
                                                                                                                                                  Number
                                                                                                                                                  of units
                                                                                   Approximate                                                 remaining as
                                                                                     saleable                                                  at the Latest
                                                                                    floor area                    Number      Estimated date    Practicable
Project name / location      Project description/type           Developer        (square metres) Tenure of land   of units        of TOP            Date

Singapore Garden          Development of 11- and 18-       Dalian Shicheng            21,662    70 years with       252      4th quarter of        20
Phase 5                   storeys residential apartments   PRC                                  effect from                  2011
                     /    cum retail shops with communal                                        March 2006
Buildings F4, F5 and      facilities
F6, Xiaonan Village,
Shuishiying Street,
Lvshunkou District,
Dalian

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                                                        GENERAL INFORMATION ON OUR GROUP

                                                                                                                                                 Number
                                                                                                                                                 of units
                                                                                 Approximate                                                  remaining as
                                                                                   saleable                                                   at the Latest
                                                                                  floor area                    Number      Estimated date     Practicable
Project name / location      Project description/type            Developer     (square metres) Tenure of land   of units        of TOP             Date

Singapore Garden          Development of 11- and 18-         Dalian Shicheng        37,197    70 years with       364      4th quarter of          25
Phase 6                   storeys residential apartments     PRC                              effect from                  2011
                    /     cum retail shops with communal                                      March 2006
Buildings E2, E3, E4,     facilities and basement carparks
G6-G10,
Xiaonan Village,
Shuishiying Street,
Lvshunkou District,
Dalian

Singapore Garden          Development of 11- and 18-         Dalian Shicheng        85,085    70 years with        584    2nd quarter of           584
Phase 7                   storeys residential apartments     PRC                              effect from         (to be  2013                  (to be
                    /     cum retail shops with communal                                      November 2007     launched)                    launched)
Buildings J1, J2, G1-     facilities and basement carparks                                    and March 2006
G5, D2, D3 and D4,
Xiaonan Village,
Shuishiying Street,
Lvshunkou District,
Dalian

Please refer to the Valuation Certificates by the Independent Valuers set out in Annex D of this Prospectus for further information.




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                            GENERAL INFORMATION ON OUR GROUP

Land Bank for Future Developments
Details of the properties owned by our Group, our PRC Associate and our Cambodian
Associate for future development purpose as at the Latest Practicable Date are as follows:

                                                   Approximate       Approximate                      Effective
                             Type of Planned        Site Area        Planned GFA                       Equity
Location                      Development            (sq m)             (sq m)         Tenure       Interest (%)

70, 72-76B Lorong K,       Apartments                   3,236             4,586     Freehold             100
Telok Kurau

16 Gambir Walk             Apartments                   3,763             3,898     Freehold             100

Singapore Garden           Commercial, shopping            Not          96,398      50 years with      25.37
Phase 8                    complex and hotels        available                      effect from
                      ,                                                             March 2006
Xiaonan Village,                                                                    and November
Shuishiying Street,                                                                 2007
Lvshunkou District,
Dalian

Phum Tekthla,              Semi-detached villas         5,078             4,977     Freehold              49
Sangkat Tekthla,
Khan Sen Sok,
Phnom Penh (1)

Please refer to the Valuation Certificates by the Independent Valuers set out in Annex D of this
Prospectus for further information.

Note:
(1)     This land is owned by TACC Cambodia. The shareholders of TACC Cambodia are (1) Mr Yiv Yi Chhai (51%)
        who is a Cambodian citizen and (2) Tiong Aik Cambodia (49%) which is a wholly owned subsidiary of our
        Group. The Legal Advisers to the Company on Cambodian Law have opined that TACC Cambodia will be
        deemed to be of Khmer nationality. Therefore it is permitted to own land in Cambodia under Article 8 of the
        Land Law. Further, the land has been validly transferred to TACC Cambodia.

Construction
We have a track record of almost 40 years in the construction business in Singapore. Over the
years, we have established a sound reputation as a building contractor and have undertaken
numerous projects for both public and private sector clients. These projects range from public
housing, industrial flatted and standard factories, office and commercial buildings, educational
institutional projects, URA conservation shop houses to landed residential projects and
condominium projects. Most of our customers are established names, ranging from government
bodies such as the URA, the HDB and JTC, to major real estate developers, such as Allgreen
Properties Ltd, CapitaLand Residential Ltd, CapitaLand Commercial Ltd, Keppel Land Realty
Pte Ltd, Wheelock Properties (S’pore) Ltd and Wing Tai Holdings Ltd.

As a main contractor, we are responsible for a wide range of construction works such as
excavation, piling, sub-structures and superstructures works, architectural works, aluminium
cladding and curtain walling, mechanical and electrical works, interior fitting-out works, external
works and landscaping. Our main construction business is undertaken through Tiong Aik
Construction, which holds the highest BCA grading of A1 for general building work which allows
us to undertake public sector construction projects with unlimited contract value.




                                                        99
                        GENERAL INFORMATION ON OUR GROUP

As a testimony to our reputation and track record, we have received numerous accreditations
and awards from various government bodies and industry authorities, such as the HDB, the
URA and the BCA in recognition of our work. Please refer to the section entitled “General
Information on Our Group – Awards and Accreditations” of this Prospectus for more details.

Significant Projects
Some of the more significant projects we have completed for our customers over the years are
set out below.

                                                                             Approximate
                                                                               contract
                                                                                value(1)      Project
Project name         Project description         Client name                   (S$’000)     completion(2)

Private residential – Condominium
Belle Vue            Condominium development     WinQuest Investment Pte       137,000     June 2010
Residences           at Oxley Walk               Ltd (A member of the
                                                 Wing Tai Holdings Ltd
                                                 group of companies)

The Inspira          Condominium development     Meadows Bright                 37,997     December 2009
                     at Arnasalam Chetty Road    Development Pte Ltd

Park Infinia         Condominium development     Keppel Land Realty Pte        112,900     March 2008
                     at Keng Lee Road/ Lincoln   Ltd
                     Road/ Wee Nam Road/
                     Suffolk Road

The Seaview          Condominium development     Mer Vue Development           127,700     November 2007
                     at Amber Road/ Marine       Pte Ltd (A member of the
                     Parade Road                 Wheelock Properties
                                                 (S’pore) Ltd group of
                                                 companies)

The Nexus            Condominium development     Orwin Development Ltd          44,900     August 2006
                     at Bukit Timah Road         (A member of the Wing
                                                 Tai Holdings Ltd group of
                                                 companies)

The Shelford         Condominium development     CapitaLand Residential         56,700     July 2005
                     at Shelford Road            Ltd

The Waterina         Condominium development     CapitaLand Residential         66,100     January 2005
                     at Geylang Lorong 40/       Ltd
                     Guillemard Road

Residences@338a      Condominium development     Springstar Properties Pte      12,600     September 2004
                     at River Valley Road        Ltd

The Tessarina        Condominium development     Welywn Investment Pte Ltd      93,800     March 2003
                     at Upper Bukit Timah Road   (A member of the Wing Tai
                                                 Holdings Ltd group of
                                                 companies)

Sunhaven             Condominium development     CapitaLand Residential         53,300     October 2002
                     at Upper Changi Road East   Ltd

The Clearwater       Condominium development     CapitaLand Residential         73,800     August 2001
                     Bedok Reservoir Road        Ltd

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                             GENERAL INFORMATION ON OUR GROUP

                                                                                    Approximate
                                                                                      contract
                                                                                       value(1)      Project
Project name              Project description            Client name                  (S$’000)     completion(2)

Commercial / Industrial
Wilkie Edge               12-storey commercial and       Capitaland Selegie Pte       75,600      November 2008
                          services development           Ltd (A member of
                          comprising retail and office   CapitaLand Commercial
                          podium, serviced apartment     Ltd group of companies)
                          tower and office at Selegie
                          Road

St. James Power           A&A at Gateway Avenue          The HarbourFront Pte         17,900      June 2006
Station                                                  Ltd (A member of the
                                                         Mapletree Investments
                                                         Pte Ltd group of
                                                         companies)

Hotel
Ascott Raffles Place      A&A at 2 Finlayson Green       Ascott Raffles Place         50,800      November 2008
                                                         Pte Ltd

Educational Institution
School of The Arts        Construction of the School     Ministry of Information,     99,800      October 2010
(SOTA)                    of the Arts at Kirk Terrace    Communications and
                                                         the Arts

Singapore American        A&A at Woodlands Street        Singapore American           52,200      August 2005
School                    41                             School

Public Housing
HDB development           Public housing                 HDB                          49,400      April 2002
at Choa Chu Kang
N6 C16 & N2 C3A

HDB development           Public housing                 HDB                          36,100      August 2000
at Jurong West
N2 C8

HDB upgrading at          Public housing                 HDB                          36,500      November
Everton Park                                                                                      2000
precinct

HDB development           Public housing                 HDB                          38,700      August 1999
at Sembawang
N4 C6

HDB development           Public housing                 HDB                          45,600      April 1998
at Sengkang N1 C5

HDB development           Public housing                 HDB                          27,900      March 1998
at Sengkang N1 C6

HDB development           Public housing                 HDB                          78,300      March 1998
at Woodlands N6 C7




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                           GENERAL INFORMATION ON OUR GROUP

                                                                                   Approximate
                                                                                     contract
                                                                                      value(1)        Project
Project name            Project description              Client name                 (S$’000)       completion(2)

HDB development         Public housing                   HDB                          57,700         May 1998
at Bukit Panjang
N6 C1

HDB development         Public housing                   HDB                          59,500         June 1997
at Toa Payoh RC8

HDB development         Public housing                   HDB                          33,500         May 1996
at Woodlands
N7 C13

HDB development         Public housing                   HDB                          32,800         May 1996
at Bukit Batok
N6 C3

HDB development         Public housing                   HDB                          36,500         September
at Simei C12                                                                                         1995

HDB development         Public housing                   HDB                          35,100         February
at Jurong West                                                                                       1996
N3 C25

HDB development         Public housing                   HDB                          22,100         May 1995
at Woodlands
N8 C16

HDB development         Public housing                   HDB                          30,500         June 1993
at Pasir Ris N1 C10

HDB development         Public housing                   HDB                          20,800         July 1993
at Tampines N3 C1B

HDB development         Public housing                   HDB                          41,300         February
at Tampines N3 C2                                                                                     1993

HDB development         Public housing                   HDB                          16,800         February
at Pasir Ris N5 C4                                                                                   1993

HDB development         Public housing                   HDB                          32,100         December
at Pasir Ris N5 C17                                                                                  1991

HDB development         Public housing                   HDB                          30,800         April 1991
at Choa Chu Kang
N2 C5

Notes:
(1)   The approximate contract value excludes the value of works carried out pursuant to variation orders.

(2)   Based on the date of the relevant completion certificate.




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                             GENERAL INFORMATION ON OUR GROUP

In addition to the above completed projects, our significant on-going projects as at the Latest
Practicable Date include:

                                                                                      Approximate
                                                                                       Contract          Project
                                                                                         Value(1)      Completion
Project Name              Project Description             Client Name                   (S$’000)       (Estimated)

Private Residential
Nouvel 18                 Proposed residential flats      Summervale Properties         162,900         June 2012
                          at 18 Anderson Road             Pte Ltd (A joint venture
                                                          between Wing Tai
                                                          Holdings Ltd and City
                                                          Developments Ltd)

Viva                      Proposed condominium            Thomson Peak Pte Ltd          171,100        September
                          development at Suffolk          (A member of the Allgreen                      2012
                          Road/Thomson Road               Properties Ltd group of
                                                          companies)

Foresque                  Proposed condominium            Wincheer Investment Pte       135,292       October 2013
Residences                development at Petir Road       Ltd (A member of the
                                                          Wing Tai Holdings Ltd
                                                          group of companies)

Starlight Suites          Proposed apartments at          Meadows Property              41,063         March 2013
                          River Valley Close              (S’pore) Pte. Ltd.

Note:
(1)     The approximate contract value excludes the value of works carried out pursuant to variations orders.

Complementary Competencies
Over the years, we have established the following subsidiaries providing specialised services
that complement our core construction services:

Aston Air Control
Aston Air Control is in the business of design, installation and maintenance of air conditioning
and mechanical ventilation systems for commercial, industrial and residential buildings and
other specialised users, including: (i) hospitals, governmental buildings and educational
institutions; (ii) clean rooms for the production of integrated circuits and pharmaceuticals; (iii)
data centres; and (iv) food preparation and processing areas. Aston Air Control is also an
authorised dealer of air conditioning systems for Daikin Airconditioning (Singapore) Pte. Ltd..

Credence Engineering
Credence Engineering focuses on the leasing of construction machinery (such as forklifts,
wheel loaders, skip loaders, air compressors, generators, water pumps, welding machines and
machinery involved in steel preparations), the fabrication and repair of metal formworks and the
erection of building structural steels.




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                       GENERAL INFORMATION ON OUR GROUP

Tiong Aik Resources
Tiong Aik Resources has established an Indian subsidiary, TAC Resources (India), which
operates the Test Centre in Chennai, India, providing training in: (i) steel reinforcement; (ii)
metal form fabrication; (iii) plumbing and pipe fitting; and (iv) electrical wiring, to prospective
employees to prepare them for both written and practical tests which are administered
periodically by BCA officers. As at the Latest Practicable Date, this Test Centre is one of only
four BCA-endorsed test centres which undertake the training and testing of construction
workers in India prior to the commencement of work in Singapore. The operation of this Test
Centre allows us to better manage our manpower and foreign worker resources.

OPERATION PROCESS
Real Estate Development


                                          Sourcing of Land




                                         Analysis of Viability




                                     Site Acquisition and Project
                                               Design




                                            Construction




                                           Project Launch




                                         TOP and Hand-Over




                                      Maintenance Works after
                                            Hand-Over




                                                 104
                       GENERAL INFORMATION ON OUR GROUP

The key stages of our real estate development process in Singapore are described below:

1.    Sourcing of Land
      We source for potential sites for development by liaising with external marketing agents
      and business contacts who recommend or source for land sites with the potential for
      development on our behalf. We also participate in tenders for sites released by the URA
      or HDB.

2.    Analysis of Viability
      Before any land acquisition, our real estate development team would typically undertake
      a feasibility study to evaluate the viability and profitability of the proposed development
      project as well as the associated risks by considering various factors including:

      (a)   purchase price of the plot of land and current cost of construction (including related
            fees payable to the government authorities, if any);

      (b)   type of real estate development;

      (c)   target group of buyers;

      (d)   availability of financing;

      (e)   time required to complete the particular real estate development project;

      (f)   necessary approvals from the relevant authorities;

      (g)   market conditions;

      (h)   supply and demand;

      (i)   direct competition;

      (j)   relocation and resettlement plan (if any) and related costs; and

      (k)   current government regulation and policies.

3.    Site Acquisition and Project Design
      If the results from the above analysis are satisfactory, we will then attempt to acquire the
      site through a marketing agent or submit a tender for our Singapore real estate
      developments. Upon the acquisition of the land, a team of architects and consultants will
      be engaged to conceptualise the design and layout of the project based on feedback
      from our real estate development and marketing teams. These architects, engineers and
      other consultants will then provide support to our real estate development team to apply
      for and obtain the necessary planning and building permissions and approvals from the
      relevant authorities.




                                               105
                      GENERAL INFORMATION ON OUR GROUP

4.   Construction
     Where possible, we usually award our real estate development projects to our in-house
     construction arm, SinoTac Builder’s. Depending on the project requirements, we also use
     our subsidiary, Tiong Aik Construction, for the construction work of certain real estate
     development projects. We believe that by keeping deployment costs to a minimum and
     sharing overheads, we would be able to achieve synergies and this will usually translate
     into cost savings.

     We have a team of dedicated staff who work closely with the contractors to ensure
     smooth progress of the projects at hand. Regular consultation and technical progress
     meetings are also conducted to keep all parties updated on the progress of the projects.

5.   Project Launch
     Generally, we aim to launch the project as soon as possible in order to shorten the
     overall development cycle. The project is launched as soon as construction progress
     reaches the legally stipulated stage. The exact timing of launch however depends on
     market sentiment, among other things. We usually engage third party marketing agencies
     to market our project launches in conjunction with our in-house marketing team.

6.   TOP and Hand-Over
     Prior to TOP, our quality assurance team works together with our customer services unit
     from the contractors to ensure that completed units are clean and in proper handover
     condition before the units are released to the buyers. Our staff are also on standby to
     answer any queries buyers might have in relation to their properties.

7.   Maintenance Works after Hand-Over
     Sale and purchase agreements would include a defects liability period, typically 12
     months from the date the purchasers receive the notice of vacant possession in respect
     of the premises, during which we will be responsible for making good any defects within
     our scope of work in the premises.




                                            106
                       GENERAL INFORMATION ON OUR GROUP

Construction
A diagrammatical depiction of our operation process for our construction projects is as follows:



                                        Solicitation of Tender




                                         Tender Costing and
                                            Submission




                                         Award of Contract




                                      Formation of the Project
                                              Team




                                        Engagement of Sub-
                                      Contractors and Suppliers




                                            Construction




                                     Variation Orders and Hand-
                                            Over of Project




                                      Maintenance Works After
                                            Hand-Over




                                                107
                      GENERAL INFORMATION ON OUR GROUP

1.   Solicitation of Tender
     We secure our building and upgrading projects through open tenders for public sector
     projects or closed/invitation tenders for private sector projects. Information on open
     tenders is generally available via tender notices in newspapers, the Government
     Electronic procurement portal (GEBiz) and industrial publications. Participation in closed
     tenders is at the invitation of either the developers and/or consultants who have pre-
     qualified us based on their initial internal assessment of qualified building contractors
     which meet their requirements for the relevant project.

     Other than the above, we subscribe to monthly trade publications to seek out private
     projects which we are interested to participate in and take the initiative to call clients and
     consultants to indicate our interest to ensure that we are in the tender select list. This
     may entail making presentations to prospective clients and consultants who are not
     familiar with us to convince them of our capabilities.

2.   Tender Costing and Submission
     Assessment of the project in terms of its difficulty level and risk involved will be done
     prior to any decision to proceed further to ensure that the project is fully within our
     resources and expertise to execute and complete. For private sector projects, our tender
     committee assesses the credit-worthiness of the developer before proceeding with further
     preparations for tender submission. Upon a decision to participate, the tender committee
     helmed by our Executive Chairman will be formed to prepare the tender proposals. The
     tender committee will consist of an assistant general manager from the contracts
     department (who will generally be in charge of the tendering process) assisted by the
     contracts manager in charge of quantity surveying, a project manager and a M&E
     manager, all of whom will work to put together the tender proposals before consulting
     with the general manager of Tiong Aik Construction and our Executive Chairman on the
     final tender price to be submitted.

     Generally, the internal costing and budgetary estimates are compiled by obtaining
     quotations from relevant selected suppliers and sub-contractors based on their track
     records and competitiveness. In order to ensure that our tender is competitive, all
     technical and contractual ambiguities with the developer or its appointed consultants are
     resolved prior to a tender submission. While most contract values are fixed, there are
     some projects, especially public sector ones, where prices are subject to cost fluctuations
     for certain materials.

3.   Award of Contract
     Construction contracts are typically awarded, on average, within three months after the
     close of tender. For private sector projects, contracts are normally awarded only after a
     comprehensive presentation by our tender committee and after several rounds of
     interviews and clarifications with the developers and their consultants. Depending on the
     projects and the prevailing issues, the whole process leading to the award of a contract
     may extend to more than six months from the submission of the tenders.

4.   Formation of the Project Team
     Upon the award of a contract, we will assemble a project team, comprising the project
     managers, project and M&E coordinators, site supervisors, foremen, work place safety
     officers/ environmental control officers, engineers and draftsmen, all of whom will be
     deployed onsite to manage the project on a full-time basis.



                                              108
                     GENERAL INFORMATION ON OUR GROUP

     Site inspections and regular meetings would be held with various parties involved in the
     project to, amongst other matters, monitor the progress of the project, manage and co-
     ordinate the work of all parties, deploy the supply of all building materials and the usage
     of plant and machinery, ensure adherence to the internal budget and contract
     specifications and enforce safety and security procedures at the worksite in ensuring the
     timely completion and hand-over of the project to the developer.

5.   Engagement of Sub-Contractors and Suppliers
     After we have been notified of the award of a contract, our contracts department will
     prepare a sourcing list detailing all the materials to be procured and sub-contract works
     to be awarded. These will be adhered to strictly to ensure that the required materials and
     works are procured on schedule. Wherever possible, contracts will be signed with sub-
     contractors on a lump sum basis for certainty and avoidance of quantity disputes and
     discrepancies in scope of works at a later stage.

     Appropriate sub-contractors will be selected based on their track records relevant to the
     scale and complexity of the project to ensure that they have sufficient experience and
     financial resources to complete the project within the stringent deadlines and quality
     standards.

     At the negotiation meetings, the project manager will be present to ensure that all
     technical details and completion requirements are included in the scope of works prior to
     an award to prevent potential disputes at a later stage.

6.   Construction
     Construction is generally divided into sub-structure works and super-structure works.
     Sub-structure works include piling, the construction of pile caps, ground and basement
     beams and slabs and is usually completed first. Super-structure works comprise the
     construction of upper storey beams, columns, floor slabs and walls usually in reinforced
     concrete construction. Mechanical and electrical works are done concurrently as the
     superstructure is completed floor by floor. These works include the installation of
     elevators, air-conditioners, electrical works, sanitary and plumbing works and security
     systems. Thereafter, the finishing architectural works such as tiling, plastering and
     painting works are carried out. During the construction process, the project manager shall
     ensure that all quality assurance measures are duly complied with in order to ensure that
     the completed works meet specified requirements for the project.

7.   Variation Orders and Hand-Over of Project
     During the course of construction, we may be required to perform variation orders for
     additional works not forming part of the original contract specifications or to carry out
     variations to the original specifications. As these are outside the scope of the original
     contract, the variation orders have to be separately documented and acknowledged by
     the developer and the contract value separately negotiated. To safeguard our interest, we
     will as far as possible carry out these works only upon an architect’s instructions. For
     works which are urgent, we will write to the architect to confirm their oral instructions
     before carrying out the works. When the project is contractually completed, we will hand
     over the project to the developer and the architect will issue the relevant completion
     documents to contractually document the completion of the project.




                                             109
                       GENERAL INFORMATION ON OUR GROUP

8.    Maintenance Works after Hand-Over
      Construction contracts would include a defects liability period, typically 12 months to 18
      months after completion of the project, during which we will be responsible for making
      good any defects within our scope of work found in the completed building. During the
      defects liability period, our clients will typically retain up to 5% of the contract sum as
      retention sum for the entire duration of the defects liability period. Our clients (typically
      the real estate developers) will also continue to retain the performance bond that was
      provided to them at the commencement of the construction project.

QUALITY ASSURANCE
Our Group places strong emphasis on quality control to ensure that the quality of our projects
comply with relevant regulations and to maintain our reputation and market standing.

To ensure the quality of our real estate development and construction projects, our Group
ensures that our sub-contractors, architects and other building professionals have the relevant
experience and proven track records. For our construction projects, at each stage of the
construction up to the handing over of the completed building, we conduct regular inspections
to ensure that each stage is constructed according to the building specifications and the
prescribed procedures and methods.

In order to ensure that we maintain high standards of quality and as part of our efforts to
monitor quality and service levels, we have established the following quality objectives and aim
to achieve these objectives:

      to comply and continually improve the effectiveness of the quality management system
      which satisfies all requirements of ISO 9001:2008 standard, BCA good practices, BCA
      CONQUAS, Green Mark and Quality Mark requirements, or any relevant statutory and
      regulatory, customer or other obligations to which the organisation subscribes;

      to provide total customer satisfaction and repeat patronage by consistently exceeding
      customer expectations with reliable quality works;

      to deliver all projects on time and operate within an allocated budget; and

      to constantly provide training to all staff, and upgrading of work processes to improve our
      work quality procedure so as to improve efficiency and reduce wastage of resources.

As a testament to our quality commitment, we have been awarded the ISO 9001:2008
certification. Please refer to the section entitled “General Information on our Group – Awards
and Accreditations” of this Prospectus for more information and details of our ISO 9001:2008
certification.




                                               110
                       GENERAL INFORMATION ON OUR GROUP

WORK PLACE ENVIRONMENTAL, HEALTH AND SAFETY MEASURES
We are also dedicated to taking due care and interest in the environmental, health and safety
concerns at our work place and work sites. We have established a set of environmental, health
and safety management policies for consistent application across all projects and departments.
These are designed to cover environmental issues and occupational health safety hazards
which we can control and arrange. It also includes a commitment to continual improvement,
accident reduction and the prevention of pollution, as well as a commitment to meet relevant
legislatory, regulatory and other requirements. Save for two worksite accidents which resulted in
two fatalities in 2009 and 2011, we have had no major accidents in the last three financial years
ended 31 December 2010 and up to the Latest Practicable Date. We have also been awarded
the ISO 14001:2004 and OHSAS 18001:2007 certifications by the BCA. Please refer to the
section entitled “General Information on our Group – Awards and Accreditations” of this
Prospectus for more information and details of our other certifications.

CORPORATE SOCIAL RESPONSIBILITY
Our Group is committed to being an environmentally-sustainable enterprise. We believe in
building a greener future by minimising our impact on, and helping to protect the environment.
Our Group has embarked on environmental sustainability efforts through a multi-pronged
approach. We have implemented an environmental management system to identify and manage
environmental aspects, including energy and water usage and conservation, and paper usage.
These aspects are managed by setting reduction targets and implementing programs to
achieve these targets. Please refer to the section entitled “General Information on our Group –
Awards and Accreditations” of this Prospectus for more information on the ISO 14001:2004 and
SS ISO 14001:2004 Certificate of Registration (Environmental Management System) – for
Building Construction Services.

Our Group monitors the energy and water usage in construction sites for our projects under
construction. Our Group has also been implementing various energy conservation measures to
reduce energy consumption such as installing energy-efficient lighting and electronic ballasts in
our projects under construction and our corporate offices in Singapore and also considers
energy efficiency or equipment with the Energy Star logo when purchasing new office
equipment. Our Group has also implemented water conservation measures such as the use of
rainwater or recycled water to wash vehicles before they leave the construction sites, and the
use of recycled water for washing before casting. Water-saving devices like thimbles in taps are
also installed wherever possible in our project sites and our corporate offices in Singapore. We
also embarked on a paper usage reduction drive by providing with our staff with tips on paper
conservation such as printing only when necessary, printing on both sides of a page, and
reusing and recycling used paper. We have also placed recycling bins on our project sites.

In 2009, our Group was one of the builders that was conferred with the inaugural BCA Green
and Gracious Builder Award (Excellent). This award serves to recognize the efforts of
progressive builders in addressing environmental and public concern arising from construction
works, and supports the BCA’s efforts to promote sustainability, environmental protection and
considerate practices by builders during the construction phase of development. Some of the
key features adopted by our Group’s construction projects include: (i) extensive use of recycled
aggregates for non structural applications like drains, road kerbs and wheel stoppers; (ii) use of
energy efficient lightings and green label photocopiers in the site office; and (iii) providing
covered walkways around the site where there is heavy usage by the general public. Please
refer to the section entitled “General Information on our Group – Awards and Accreditations” of
this Prospectus for more information and details of the BCA Green and Gracious Builder Award
(Excellent).


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                           GENERAL INFORMATION ON OUR GROUP

Our Group also recognises the importance of managing and developing human capital, and
that a positive work environment will better attract, motivate and retain talent. We are an equal
opportunity employer that adopts fair employment practices in our recruitment drive.
Recruitment advertisements placed in the newspapers and recruiting websites do not have
gender, ethnic and age preferences. Our Group has in place appropriate procedures and
policies for the prevention and action on communicable diseases. Lastly, our Group is
committed to managing occupational health and safety issues, and preference is given to
engaging OHSAS 18000-certified or bizSAFE-certified vendors/contractors for our projects
under development.

AWARDS AND ACCREDITATIONS
Over the years, we have received accreditations and awards from various government bodies
and industry authorities in the following areas:
                                          Awarded to
Awards / Accreditations       Year       entity / project               Criteria / Significance

BCA
ISO 9001:2008 and           Since 1995     Tiong Aik        The ISO 9001 standard is a global standard
SS ISO 9001:2008                          Construction      for product and process quality, adopted by
Certificate of Registration                                 more than 90 countries which comprise the
(Quality Management                                         International Organisation for Standardisation
System) - for Design                                        (ISO). ISO 9001 is best known to European
Management and                                              countries which use the certification as a
Building Construction                                       means of identifying companies dedicated to
Services                                                    providing a customer with the best product and
                                                            service possible.

OHSAS 18001:2007            Since 2002     Tiong Aik        This certification is recognition of our provision
Certificate of Registration               Construction      of a safe and healthy working environment for
(Occupational Health                                        our employees. This certification certifies firms
and Safety Management                                       that implement the management systems at
System) – for Building                                      various levels of health and safety maturity.
Construction Services                                       Firms which demonstrate compliance with
                                                            applicable occupational health and safety
                                                            legislation and regulation with a commitment to
                                                            continuous improvement will be awarded this
                                                            certification.

ISO 14001:2004 and          Since 2002     Tiong Aik        This certification is due to our continuous
SS ISO 14001:2004                         Construction      commitment in ensuring that our activities,
Certificate of Registration                                 products and services do not have an adverse
(Environmental                                              impact on the environment. This certification
Management System) –                                        certifies   firms    which    implement     the
for Building Construction                                   management system at various levels of
Services                                                    environmental       maturity.   Firms    which
                                                            demonstrate compliance with applicable
                                                            environmental legislation and regulation with a
                                                            commitment to continuous improvement will be
                                                            awarded this certification.

BCA Construction             2008          The Nexus        This award gives recognition to construction
Excellence Award (Merit)                                    projects which have been judged to have
                             2007         The Shelford      demonstrated performance excellence in
                                                            Singapore and aims to serve as an incentive
                             2007         The Waterina      for contractors operating in Singapore to pay
                                                            particular attention to high standards of
                             2005        The Tessarina      management,      technical    expertise   and
                                                            workmanship.

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                            GENERAL INFORMATION ON OUR GROUP

                                       Awarded to
Awards / Accreditations       Year    entity / project               Criteria / Significance

BCA Green and Gracious        2009      Tiong Aik        This award serves to recognise the efforts of
Builder Award (Excellent)              Construction      progressive     builders   in    addressing
                                                         environmental and public concerns arising
                                                         from construction works and hence enhances
                                                         the image of the industry.

Best Buildable Design         2000      Yusof Ishak      This award is conferred annually as a
Award                                Secondary School    recognition for designers who achieve highly
                                                         buildable designs and was introduced to
                              1996     Jurong West       recognise the contribution of the Qualified
                                         N3 C25          Persons (QPs) in achieving construction
                                                         efficiency through the adoption of buildable
                                                         designs. The awards are intended to promote
                                                         greater awareness and use of more buildable
                                                         designs.

BCA Design and                2011      Tiong Aik        This award serves to provide recognition to
Engineering Safety                    Construction /     project parties for their efforts in devising
Excellences Award                     Ascott Raffles     ingenious design processes and solutions to
                                     Place Singapore     overcoming project challenges to ensure
                                                         safety in the design and construction of
                                                         building.

HDB
HDB Contractors               1997      Tiong Aik        This award recognises deserving contractors
Quality Award                          Construction      who are outstanding in project management,
                              1996                       construction quality, public relations as well as
                                                         innovation when undertaking HDB building
                                                         projects.

Clean & Green                 1997      Tiong Aik        This award recognises the active participation
Competition for                        Construction      towards a clean and green construction site.
Construction Sites
Certificate of Award –
Merit Prize

Site Safety Suggestion        1996      Tiong Aik        This award recognises contractors who have
Scheme Annual Awards –                 Construction      contributed safety suggestions in that year to
Top Contributor Award                                    HDB when undertaking HDB’s projects

Workplace Safety & Health Council
bizSAFE Partner               2010      Tiong Aik        This certification recognises companies that
Certificate                            Construction      build up their work, safety and health
                                                         capabilities in order to achieve improvements
                                                         in safety and health standards at the
                                                         workplace.

bizSAFE Star Certificate      2011      Tiong Aik        This certification recognises companies which
                                       Construction      have fulfilled the requirements to attain
                                                         bizSAFE Level Star in ensuring workplace
                                                         safety and health for employees.




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                           GENERAL INFORMATION ON OUR GROUP

                                        Awarded to
Awards / Accreditations      Year      entity / project              Criteria / Significance

Singapore Structural Steel Society
Structural Steel Design      2010         School of       This award recognises steel structural
Merit Awards for                       The Arts (SOTA)    excellence, and rewards the work of the most
Community, Residential &                                  talented structural designers / architects and
Institution Structures                                    steel fabricators for their indispensable
                                                          contribution to the built environment. The
                                                          Award for Community, Residential &
                                                          Institutional Structures is for achievement in
                                                          the structural design of community, residential
                                                          or institutional structures.

URA
Architectural Heritage       2010    3 Sentosa Gateway    The annual architectural heritage awards
Awards – Category A                      (St. James       recognise     owners,     professionals    and
                                       Power Station)     contractors who have gone the extra mile to
                                                          sensitively restore their heritage buildings to
                             2009     2 Finlayson Green   their former glory for today’s use. The awards
                                        (Ascott Raffles   promote quality restoration of monuments and
                                            Place)        buildings with preservation and conservation
                                                          status in Singapore.
                             2008      43 Amber Road
                                        (The Seaview)     Category A is for national monuments and
                                                          fully conserved buildings in the historic
                                                          districts and good class bungalow areas.
                                                          Buildings fully conserved according to the
                                                          restoration principles in other areas can also
                                                          be considered under this category. Buildings
                                                          are assessed on how closely they adhere to
                                                          quality restoration principles.

PRODUCTION FACILITY
We currently do not own or use any production facility as we are not engaged in production
activities.

RESEARCH AND DEVELOPMENT
The nature of our business does not require us to carry out any significant research and
development activities.

INTELLECTUAL PROPERTY
We have applied to register our corporate logo, as shown immediately below, under our
Company’s name in Singapore as a registered trademark on 5 May 2011 in the following
classes: (i) Class 06: building materials of metal; transportable buildings of metal; ironmongery;
hardware of metal (small); (ii) Class 07: machines; machine tools; (iii) Class 19: building
materials, not of metal; (iv) Class 36: brokerage of real estate; capital investment in real estate;
leasing of real estate; management of real estate; property leasing (real estate property only);
real estate acquisition (for others); real estate investment; real estate leasing; rental of offices;
rental of real estate; rental of serviced office (real estate); renting real estate; (v) Class 37:
building construction; (vi) Class 40: treatment of materials; and (vii) Class 41: providing courses
of training. We have been notified by the Intellectual Property Office of Singapore (the “IPOS”)
that our application has been accepted for publication on 17 June 2011. Our Company has
received the registration certificate from IPOS on 1 September 2011.


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                       GENERAL INFORMATION ON OUR GROUP




Save as disclosed above, we do not own or use any other registered trademarks, patents or
other intellectual property on which our business or profitability is materially dependent.

SEASONALITY

Our business is generally not subject to any seasonal fluctuations.

GOVERNMENT REGULATIONS
Save as disclosed below, as at the Latest Practicable Date, the business operations of our
Group are not subject to any special legislation or regulatory controls other than those generally
applicable to companies and businesses incorporated and/or operating in Singapore, Cambodia
and India. We have thus far not experienced any material adverse effect on our business in
complying with these regulations.

As at the Latest Practicable Date, to the best of our Directors’ knowledge, our Group has
obtained all requisite approvals and are in compliance with all laws and regulations that would
materially affect our business operations.

Singapore
The following is a summary of the main laws and regulations of Singapore that are relevant to
our business as at the Latest Practicable Date.

Contractors’ Registry
The construction industry in Singapore is regulated by the BCA, whose primary role is to
develop and regulate Singapore’s building and construction industry. Pursuant to the Building
Control (Amendment) Act 2007, builders who undertake all building works where plans are
required to be approved by BCA and those who undertake works in specialist areas which have
a high impact on public safety and require specific expertise, skill or resources for their proper
execution have to be licensed. The Building Control (Amendment) Act 2007 will be discussed in
greater detail below.

In addition to obtaining the requisite licences, registration in the contractors registry maintained
by the BCA is a pre-requisite to tendering for projects in the public sector and such contractors
registry is subjected to review every three years. Presently, there are six major categories of
registration, some of which are further sub-classified into six to seven grades, depending on the
sub-category of registration. Registration of a contractor with the BCA is dependent on the
contractor fulfilling certain requirements relating to, amongst others, the value of previously
completed projects and personnel resources. The grade assigned to each contractor is
dependent on its minimum net worth and paid-up capital.




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                       GENERAL INFORMATION ON OUR GROUP

Tiong Aik Construction is currently registered with the BCA with the highest BCA grading of A1
under the category of CW01 for general building and our in-house construction arm, SinoTac
Builder’s is currently registered with the BCA with a BCA grading of C1 under the category of
CW01 for general building and a BCA grading of C3 under the category of civil engineering.
The category of CW01 is classified into seven grades whereby the highest grading of A1
enables Tiong Aik Construction to tender for public sector construction projects of unlimited
contract value.

To maintain Tiong Aik Construction’s existing A1 grading, there are certain requirements to be
complied with, including but not limited to the following:

      maintaining a minimum paid-up capital and net worth of S$15 million;

      employing at least 24 professional and technical personnel with relevant qualifications;

      obtaining certificates such as ISO 9001: 2008, ISO 14000, OHSAS 18000; and

      engaging in general building projects worth at least S$150 million comprising at least
      S$75 million worth of projects executed in Singapore, at least S$112.5 million worth of
      main contracts (nominated sub-contracts may be included) and at least S$37.5 million
      worth of minimum size single projects.

Building Control (Amendment) Act 2007
Changes have been made to the Building Control Act by way of the Building Control
(Amendment) Act 2007. Pursuant to the Building Control (Amendment) Act 2007, builders who
undertake all building works where plans are required to be approved by BCA and those who
undertake works in specialist areas which have a high impact on public safety and require
specific expertise, skill or resources for their proper execution have to be licensed. The act
came into effect on 16 December 2008 and builders were given a period of six months from 16
December 2008 to apply for a licence.

The objective of the amendments is to strengthen the building control regulatory framework to
raise the professionalism, quality and safety standards in the construction industry. It also puts
in place the recommendations of the committee which was formed to examine the regulation of
the construction process following the Nicoll Highway collapse. Some examples of amendments
include more stringent regulation of underground building works, provision of adequate site
supervision, ensuring the independence of parties in a construction project and the raising of
penalties for non-compliance with building control regulatory requirements. There are also new
provisions to set minimum standards of environmental sustainability for buildings and require
the continual maintenance of barrier-free provisions in buildings.

In particular, one of the key amendments in the Building Control (Amendment) Act 2007 is the
licensing of builders that sets minimum standards of professionalism for general builders and
specialist builders. Licensing will apply to builders who undertake all building works where plans
are required to be approved by BCA and those who undertake works in specialist areas which
have a high impact on public safety and require specific expertise, skill or resources for their
proper execution. Builders will be licensed under two registers, each of which will be renewable
on a three-yearly basis. The two registers are the General Builder Register and the Specialist
Builder Register. Under the General Builder register, there are two categories. General Builder
Class 1 will consist of general building works of unlimited value and General Builder Class 2 will
consist of general building works of contract value of S$6 million or less.



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                        GENERAL INFORMATION ON OUR GROUP

As at the Latest Practicable Date, our subsidiaries, Tiong Aik Construction and SinoTac
Builder’s, are each registered under General Builder Class 1.

Main contractors registered under General Builder Class 1 will need to comply with
requirements on Construction Registration of Tradesmen Scheme (“CoreTrade”) on construction
personnel. The objective of CoreTrade is to build up a permanent core of localised workers in
key trades for the retention of skills and experience so that this core group of experienced and
skilled workers will enable the industry to enhance quality and safety standards and raise the
professionalism of the workforce. Under CoreTrade, main contractors have to ensure that, at the
project level, a stipulated number of their construction personnel are localised workers, i.e.
Singaporeans, permanent residents or workers of a traditional source, deployed in key trades.
All General Builder Class 1 contractors carrying out building works with project contract value
S$20 million and above will be required to submit a project employment plan to BCA. The plan
will set out the number and proportion of registered construction personnel to be deployed for
the key trades for the duration of the project. It is the responsibility of the General Builder Class
1 contractor to ensure that the deployment requirements are met and the submission of the
plan will be a requirement for the issue of the permit to carry out building works.

In 2010, we have been issued with a stop-work order for the Anderson 18 worksite by BCA, in
relation to the lack of or inadequacy of safety measures put in place for work on scaffolds,
working at heights, and falling hazards. Such stop-work order has since being lifted.

Factory registration/Factory permit
Any person who wishes to occupy or use any premises where any building operation or works
of engineering construction is or are being carried out by way of trade or for the purposes of
gain is required to register the premises (or worksite) as a “factory” with the Commissioner for
Workplace Safety and Health (“CWSH”) pursuant to the Workplace Safety and Health
(Registration of Factories) Regulations 2008 (“WSH Factories Regulations”).

In particular, such occupiers must apply to the CWSH to register the worksite as a “factory” one
month before the works begin and depending on level of risks in the factories, either a one-time
registration or a renewable registration regime will apply. Construction sites fall within the one-
time registration regime and such factories need to (i) declare that they have implemented risk
management prior to commencement of their operations and (ii) complete the safety and health
management system audit/ internal review within two months from the commencement of work.
An audit done by the work health safety auditors is required for any worksite with a contract
sum of S$30 million or more at least once every six (6) months. An internal review of at least
once every six (6) months would suffice for any worksite with a contract sum of less than S$30
million.

Workplace and Health Safety Measures
Under the Workplace Safety and Health Act, Chapter 354A of Singapore (“WSHA”), every
employer has the duty to take, so far as is reasonably practicable, such measures as are
necessary to ensure the safety and health of his employees at work. With effect from 1
September 2011, all workplaces in Singapore are covered under the WSHA. These measures
include providing and maintaining for the employees a work environment which is safe, without
risk to health, and adequate as regards facilities and arrangements for their welfare at work,
ensuring that adequate safety measures are taken in respect of any machinery, equipment,
plant, article or process used by the employees, ensuring that the employees are not exposed
to hazards arising out of the arrangement, disposal, manipulation, organisation, processing,
storage, transport, working or use of things in their workplace or near their workplace and under


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                       GENERAL INFORMATION ON OUR GROUP

the control of the employer, developing and implementing procedures for dealing with
emergencies that may arise while those persons are at work and ensuring that the person at
work has adequate instruction, information, training and supervision as is necessary for that
person to perform his work. More specific duties imposed on employers are laid out in, amongst
others, the Workplace Safety and Health (Construction) Regulations 2007. Some of these
duties include appointing a workplace safety and health co-ordinator in respect of every
worksite to assist and identify any unsafe condition in the worksite or unsafe work practice
which is carried out in the worksite and recommend and implement reasonably practicable
measures to remedy the unsafe condition or unsafe work practice. Additional duties imposed on
employers are also set out in the Workplace Safety and Health (General Provisions)
Regulations (“WSHR”) including taking effective measures to protect persons at work from the
harmful effects of any exposure to any biohazardous material which may constitute a risk to
their health.

Pursuant to the WSHR, the following equipment, amongst others, are required to be tested and
examined by an examiner (“Authorised Examiner”), who is authorised by the CWSH, before
they can be used in a factory and thereafter, at specified intervals:

      hoist or lift;

      lifting gears; and

      lifting appliances and lifting machines

Upon examination, the Authorised Examiner will issue and sign a certificate of test and
examination, specifying the safe working load of the equipment. Such certificate of test and
examination shall be kept available for inspection. Under the WSHR, it is the duty of the owner
of the equipment / occupier of the factory to ensure that the equipment complies with the
provisions of the WSHR and to keep a register containing the requisite particulars with respect
to the lifting gears, lifting appliances and lifting machines.

In addition to the above, under the WSHA, inspectors appointed by the CWSH may, amongst
others, enter, inspect and examine any workplace and any machinery, equipment, plant,
installation or article at any workplace, to make such examination and inquiry as may be
necessary to ascertain whether the provisions of the WSHA are complied with.

Under the WSHA, the CWSH may serve a stop-work order in respect of a workplace if he is
satisfied that (i) the workplace is in such condition, or is so located, or any part of the
machinery, equipment, plant or article in the workplace is so used, that any process or work
carried on in the workplace cannot be carried on with due regard to the safety, health and
welfare of persons at work; (ii) any person has contravened any duty imposed by the WSHA; or
(iii) any person has done any act, or has refrained from doing any act which, in the opinion of
the CWSH, poses or is likely to pose a risk to the safety, health and welfare of persons at work.
The stop-work order shall direct the person served with the order to immediately cease to carry
on any work indefinitely or until such measures as are required by the CWSH have been taken
to remedy any danger so as to enable the work in the workplace to be carried on with due
regard to the safety, health and welfare of the persons at work.




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                       GENERAL INFORMATION ON OUR GROUP

The MOM has also introduced a demerit points scheme for the construction industry as a
means to encourage construction contractors to improve workplace safety and health records.
Under this scheme, construction main contractors and sub-contractors will be issued with
demerit points for breaches under the WSHA and the relevant subsidiary legislation. The
number of demerit points issued will depend on the severity of the infringement. Contractors
who receive more than 18 demerit points within a 12-month rolling period will receive a formal
warning from the MOM, while the continued accumulation of demerit points will result in more
stringent corrective actions such as the limiting of access to work permit holders for a specified
period. Recalcitrant contractors may also risk having its applications for new and/or renewal of
all types of work passes for foreign employees rejected by the MOM. A contractor that has been
issued with demerit point(s) will be informed in writing by the MOM. Each demerit point is valid
for 12 months. For the last three financial years ended 31 December 2010 and up to the Latest
Practicable Date, we have been issued with a total of five demerit points. We received the five
demerit points in January 2008, and have not received any further demerit points from the
MOM since then. To the best knowledge of our Company, all five demerit points have expired as
of the Latest Practicable Date. In 2008, we have been issued with a stop-work order by MOM
for the Inspira worksite, in relation to the lack of or inadequacy of safety measures put in place
for work on scaffolds, working at heights, and falling hazards. Such stop-work order has since
being lifted.

The Land Transport Authority of Singapore (the “LTA”) has also introduced a demerit points
system for contractors as a means to encourage desirable good performance, quality of works
and timely completion of works. Under this system, demerits points will be meted out to a
contractor who has, in the course of carrying out any works on any public street, committed any
of the defaults listed in the Street Works (Works on Public Streets) Regulations. Contractors
who accumulate 200 or more demerit points within a calendar month will be suspended from
carrying out new work on public streets. The length of the suspension depends on the number
of suspensions that the contractor already had in the past two years. During the period of
suspension, the defaulting contractor cannot be appointed for any new work application. We
have been issued with a total of 150 demerit points in October 2008 in respect of our carrying
out road works during peak hours for the Wilkie Edge worksite. We have not received any
further demerit points from the LTA since then.

Environmental Laws and Regulations; Social Responsibility
The Environmental Public Health Act, Chapter 95 of Singapore (“EPHA”) requires, amongst
others, a person, during the erection, alteration, construction or demolition of any building or at
any time, to take reasonable precautions to prevent danger to the life, health or well-being of
persons using any public places from flying dust or falling fragments or from any other material,
thing or substance. The EPHA also regulates, amongst others, the disposal and treatment of
industrial waste and public nuisances. Under the EPHA, the Ministry of Environment and Water
Resources has empowered the Director-General of Public Health to serve a nuisance order on
the owner or occupier of the premises on which the nuisance arises. Some of the nuisances
which are liable to be dealt with summarily under the EPHA include any factory or workplace
which is not kept in a clean state and any place where there exists or is likely to exist any
condition giving rise, or capable of giving rise to the breeding of flies or mosquitoes, any place
where there occurs, or from which there emanates noise or vibration as to amount to a
nuisance and any machinery, plant or any method or process used in any premises which
causes a nuisance or is dangerous to public health and safety. The EPHA also requires the
occupier of any construction site to employ a competent person to act as an environmental
control officer in the construction site for the purpose of exercising general supervision within
the construction site of the observance of the provisions of, amongst others, the EPHA.



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                        GENERAL INFORMATION ON OUR GROUP

The Environmental Pollution Control Act, Chapter 94A of Singapore seeks to provide for the
protection and management of the environment and resource conservation by regulating,
amongst others, air pollution, water pollution, land pollution and noise control. In addition, the
Environmental Pollution Control (Control of Noise at Construction Sites) Regulations provides
that the owner or occupier of any construction site shall ensure that the level of noise emitted
from his construction site shall not exceed the maximum permissible noise levels prescribed in
such regulations.

We take our environmental responsibilities and corporate citizenship seriously. We are aware of
the potential effects of our activities on the environment and thus make necessary efforts to
limit the impact by monitoring and adopting practices and business opportunities compatible
with sustainable development. As at the Latest Practicable Date, we are not aware of any
material non-compliance with existing environmental laws and regulations that will adversely
affect our Group’s operations.

Approval and execution of plans of building works
Under the Building Control Act, Chapter 29 of Singapore, the plans of any building works must
be submitted to the Commissioner of Building Control (the “CBC”) for approval and in the case
of structural works, a permit must be granted by the CBC prior to carrying out such structural
works. An application to the CBC for the approval of the plans of the building works must be
accompanied by a notification that a registered architect or professional engineer (“Qualified
Person”) has been appointed and who had prepared such plans. The appropriate Qualified
Person is also tasked with the supervision of the building works. The carrying out of concreting,
piling, pre-stressing, tightening of high-friction grip bolts or other critical structural works of a
prescribed class of building works would also require the supervision of a Qualified Person or a
site supervisor appointed by him. Under the Building Control Act, a builder undertaking any
building works shall, amongst others, (i) ensure that the building works are carried out in
accordance with the plans approved by the CBC and supplied to it by the Qualified Person and
with any terms or conditions imposed by the CBC, (ii) notify the CBC of any contravention of the
Building Control Act or the building regulations in connection with those building works and (iii)
within seven days from the completion of the building works, certify that the new building has
been erected or the building works have been carried out in accordance with the Building
Control Act and the building regulations and deliver such certificate to the CBC.

The Building Control Regulations 2003 sets out certain requirements of the BCA relating to,
amongst others, design and construction and the installation of exterior features. For example,
(i) no person shall, without the permission of the CBC, install any lift in any building; (ii) an
installation of an air-conditioning unit on the exterior of any building or which projects outwards
from any building shall be carried out by a trained air-conditioning unit installer.

If the CBC is of the opinion that any building works are carried out in such a manner as (i) will
cause, or will be likely to cause, a risk of injury to any person or damage to any property, (ii) will
cause, or will be likely to cause, a total or partial collapse of the building in respect of which
building works are or have been carried out or any building or street or natural formation in
close proximity to those building works; or (iii) will render, or will be likely to render, any building
or street or natural formation in close proximity to those building works so unstable or
dangerous that it will collapse or be likely to collapse either totally or partially, he may, by order,
direct the person for whom those building works have been or are being carried out to
immediately stop the building works and to take such remedial or other measures as he may
specify to prevent the abovementioned situations from happening.




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                       GENERAL INFORMATION ON OUR GROUP

Under the Fire Safety Act, Chapter 109A of Singapore (the “Fire Safety Act”), the person for
whom any proposed fire safety works are to be commenced or carried out in any building shall
apply to the Commissioner of Civil Defence (the “CCD”) for approval of the plans of the fire
safety works in accordance with the Fire Safety (Building Fire Safety) Regulations and such
person shall appoint an appropriate qualified person to prepare those plans. No person shall
commence or carry out or permit or authorise the commencement or carrying out of any fire
safety works in any building unless the CCD has approved all the plans of the fire safety works.
Upon completion of any fire safety works, the person for whom the fire safety works had been
carried out shall apply for a fire safety certificate from the CCD in respect of the completed fire
safety works.

Where, in the opinion of the CCD, any fire safety works are carried out or have been carried out
in contravention of the Fire Code (as defined in the Fire Safety Act), the Fire Safety Act or any
regulations made thereunder, he may by order in writing require (i) the cessation of the
unauthorised fire safety works until such order is withdrawn; (ii) such work or alteration to be
carried out on the unauthorised fire safety works or the building or part thereof to which the
unauthorised fire safety works relate as may be necessary to comply with the Fire Code, Fire
Safety Act or any regulations made thereunder; or (iii) the demolition of the building or part
thereof to which the unauthorised fire safety works relate.

Employment of Foreign Workers
The availability and the employment cost of skilled and unskilled foreign workers are affected by
the Government’s policies and regulations on the immigration and employment of foreign
workers in Singapore. The policies and regulations are set out in, amongst others, the
Employment of Foreign Workers Act, Chapter 91A of Singapore and the relevant Government
Gazettes.

The availability of the foreign workers to the construction industry is regulated by the MOM
through the following policy instruments:

(a)   approved source countries;

(b)   issuance of work permits;

(c)   the imposition of security bonds and levies;

(d)   dependency ceilings based on the ratio of local to foreign workers;

(e)   skill trade test requirement whereby the foreign worker will need to meet a basic skill
      requirement before he can work in Singapore; and

(f)   quotas based on man-year entitlements (“MYE”) in respect of workers from Non-
      Traditional Sources (“NTS”) and the PRC.

The approved source countries for construction workers are Malaysia, the PRC, NTS and North
Asian Sources (“NAS”). NTS countries consist of India, Sri Lanka, Thailand, Bangladesh,
Myanmar, the Philippines and Pakistan. NAS countries consist of Hong Kong Special
Administrative Region, Macau Special Administrative Region, South Korea and Taiwan. The
dependency ceiling for the construction industry is currently set at a ratio of one full-time local
worker to seven foreign workers. This means that for every full-time Singapore Citizen or
Singapore Permanent Resident employed by a company in the construction sector with regular
full-month CPF contributions made by the employer, the company can employ seven foreign
workers.
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                       GENERAL INFORMATION ON OUR GROUP

Before we are allowed to employ construction workers from the approved source countries, In-
Principle Approvals (“IPAs”) have to be sought for each individual’s work permit. The foreign
construction worker is required to undergo a medical examination by a registered Singapore
doctor and must pass such medical examination before a work permit can be issued to him.

The BCA also requires all new workers in the construction sector from NTS countries and the
PRC who have been approved under the prior approval scheme to possess either the Skills
Evaluation Certificate (“SEC”) or the Skills Evaluation Certificate (Knowledge) (“SEC(K)”) before
they are allowed to work in Singapore. These schemes are initiated by the BCA to raise the skill
levels of the construction workforce, thus improving productivity and enhancing safety in the
construction sector. All workers from NAS countries must possess either the SEC or SEC(K)
and all Malaysian workers must possess either secondary four education or its equivalent, the
SEC or SEC(K) before they are allowed to work in Singapore. The BCA also administers the
Construction Registration of Tradesmen (the “CoreTrade Scheme”) which is a workers’
registration scheme for skilled and experienced construction personnel in key construction
trades. Workers who are eligible for registration include skilled and experienced foreign workers
who have been working in the construction industry in Singapore.

For each NAS, NTS or PRC construction worker who have successfully obtained a work
permit, a security bond of S$5,000 in the form of a banker’s guarantee or insurance guarantee
is required to be furnished to the Controller of Work Passes.

The employment of foreign workers is also subject to the payment of levies. The Ministry of
National Development has introduced a new tiered levy framework on 1 June 2011. As at the
Latest Practicable Date, a levy of S$230 will apply to basic skilled workers who possess the
SEC or SEC(K) and a levy of S$180 will apply to higher skilled workers who are registered
under the CoreTrade Scheme or issued with trade certifications recognised by BCA with at least
four years of construction experience in Singapore.

Pursuant to the Singapore Government’s Budget 2010, there will be an increase in the foreign
workers’ levy every six months from July 2010 till July 2012. Pursuant to the Singapore
Government’s Budget 2010, the MOM has announced that there will be a reduction in the MYE
by 25% over three years for the construction sector. Most recently, the Singapore Government
announced further increases in the foreign workers’ levy for Budget 2011, which will be phased
in at six-monthly intervals from 1 January 2012 to 1 July 2013. All foreign workers in the
construction sector must attend the Construction Safety Orientation Course (“CSOC”), a full-day
course conducted by various training centres accredited by MOM’s Occupational Safety &
Health Division and obtain a valid CSOC Pass. The CSOC is aimed to (i) ensure that
construction workers are familiar with common safety requirements and health hazards in the
industry, (ii) educate them on the required measures to safeguard themselves against accidents
and diseases and (iii) ensure that they are aware of their rights and responsibilities under
employment law. Employers must ensure that the foreign workers take the course within two
weeks of their arrival in Singapore before their work permits can be issued. For foreign workers
who have failed the CSOC, the employer must re-register them for the CSOC as soon as
possible. Employers who fail to ensure that their workers take and pass the CSOC will be
barred from applying for any new work permits for three months, while the affected workers will
have their work permits revoked.




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                       GENERAL INFORMATION ON OUR GROUP

The MYE allocation system is a work permit allocation system pertaining to the employment of
construction workers from NTS and the PRC. MYEs represent the total number of foreign
workers that each main contractor is entitled to employ based on the value of the projects or
contracts awarded by the developers or owners. At the time of the MYE application, the balance
duration of the project must be at least one month and the total remaining contract value of the
project must be at least S$500,000. To employ NTS and PRC construction workers, the
employer must make an application for MYE, “Prior Approval” and IPAs for individual work
permits. The allocation of MYE is in the form of the number of “man-years” required to complete
a project and only main contractors may apply for MYE. One man-year is equivalent to one-
year’s employment under a work permit. All levels of sub-contractors are required to obtain their
MYE allocation from their main contractors. A main contractor’s MYE will expire on the
completion date of the relevant project.

“Prior Approval” indicates the number of foreign workers a company is allowed to bring in from
the NTS countries and the PRC and also determines the number of workers who can have their
work permits renewed, or who can be transferred from another company in Singapore. “Prior
Approval” must be applied for prior to submitting work permit applications.

Under the work permit conditions, employers are required to provide acceptable
accommodation for their foreign workers. Such accommodation must meet the statutory
requirements set by various government agencies, including the National Environment Agency,
the PUB, the Singapore Civil Defence Force and the BCA.

An employer of foreign workers is also subject to, amongst others, the provisions set out in the
Employment Act, Chapter 91 of Singapore, the Immigration Act, Chapter 133 of Singapore and
the regulations issued pursuant to the Immigration Act.

From 1 January 2008, employers are required to purchase and maintain insurance for the
medical expenses of their work permit holders during their stay in Singapore. The requirement
to purchase and maintain insurance is included as a condition of the work permit.

Work Injury Compensation
The Work Injury Compensation Act, Chapter 354 of Singapore (“WICA”), which is regulated by
the MOM, applies to all employees in all industries engaged under a contract of service in
respect of injury suffered by them in the course of their employment and sets out, amongst
others, the amount of compensation they are entitled to and the method(s) of calculating such
compensation. The WICA provides that if in any employment, personal injury by accident arising
out of and in the course of the employment is caused to an employee, the employer shall be
liable to pay compensation in accordance with the provisions of the WICA.

The WICA provides, amongst others, that, where any person (referred to as the principal) in the
course of its business or for the purpose of his trade or business contracts with any other
person (referred to as the contractor) for the execution by the contractor of the whole or any
part of any work, or for the supply of labour to carry out any work, undertaken by the principal,
the principal shall be liable to pay to any employee employed in the execution of the work any
compensation which he would have been liable to pay if that employee had been immediately
employed by the principal.




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                         GENERAL INFORMATION ON OUR GROUP

Building and Construction Industry Security of Payment Act (“BCISPA”)
The BCISPA, regulated by the BCA, confers a statutory entitlement to progress payments on
any person who has carried out any construction work or supplied any goods or services under
a contract. The BCISPA also contains provisions relating to, amongst others, the amount of
progress payment to which a person who has carried out any construction work is entitled
under a contract, the valuation of the construction work carried out and the date on which a
progress payment becomes due and payable (even where a construction contract does not
provide for such date). In addition, the BCISPA, amongst others, endorses the following rights:

(i)     the right of a claimant (being the person who is or claims to be entitled to a progress
        payment) who, in relation to a construction contract, fails to receive payment by the due
        date of an amount that is proposed to be paid by the respondent (being the person who
        is or may be liable to make a progress payment under a contract to a claimant) and
        accepted by the claimant, to make an adjudication application in relation to the payment
        claim. The BCISPA has established an adjudication process by which a person may claim
        payments due under a contract and enforce payment of the adjudicated amount;

(ii)    the right of a claimant to suspend the carrying out of construction work or supply of
        goods or services, and to exercise a lien over goods supplied by the claimant to the
        respondent that are unfixed and which have not been paid for, or to enforce the
        adjudication as if it were a judgment debt, if such claimant is not paid after it obtains
        judgment against the respondent pursuant to an adjudication; and

(iii)   where the respondent fails to pay the whole or any part of the adjudicated amount to a
        claimant, the right of a principal of the respondent (being the person who is liable to
        make payment to the respondent for or in relation to the whole or part of the construction
        work that is the subject of the contract between the respondent and the claimant) to
        make direct payment of the outstanding amount of the adjudicated amount to the
        claimant, together with the right for such principal to recover such payment from the
        respondent.

Housing Developer’s Licence
The housing developer’s licence is required for a developer who intends to develop a project
with more than four units of housing accommodation. Such licence allows us to start selling the
units in the development once the building plan approval has been obtained.

The licence will be issued subject to, amongst others, the following conditions:

(i)     strict compliance with the applicable laws governing housing development;

(ii)    no options shall be granted and no sale and purchase agreements shall be entered into
        until the building plans have been approved by the CBC (as appointed under the Building
        Control Act), and the planning permission has been given; and

(iii)   the developer shall not after the redemption of the mortgage of the land, further
        encumber the land or register further charges over it.

The licence remains in force until the date of the issuance of the CSC for the project and the
issue of separate certificates of title or subsidiary strata certificates of title for all the units of the
development. We are also required to comply with the Housing Developers (Project Account)
Rules with respect to the administration of the accounts of our real estate development projects.


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                       GENERAL INFORMATION ON OUR GROUP

Residential Property Act
The Residential Property Act, Chapter 274 of Singapore (“RPA”):

(i)    defines a “Singapore company” as a company which is incorporated in Singapore and its
       members and directors are all Singapore citizens or where the member is another
       company, where all the members and directors of such other company are Singapore
       citizens; and

(ii)   restricts the purchase or transfer of residential property to approved purchasers, including
       Singapore companies.

After the admission of our Company to the Official List of the SGX-ST, our Shareholders and
Directors may consist of non-Singapore citizens, as a result of which our Group may not qualify
as “Singapore companies” for the purposes of the RPA. Accordingly, any acquisition of
Singapore residential property for the purposes of redevelopment and sale by our Group would
be subject to the approval of the Controller of Housing (as appointed under Section 3 of the
Housing Developers (Control and Licensing) Act, Chapter 130 of Singapore).

However, if such residential property is a flat comprised in any building in a development
permitted to be used under the Planning Act, Chapter 232 of Singapore (“Planning Act”), for
residential purposes, and is not a landed dwelling-house, any unit comprised in a development
which is shown in an approved plan bearing the title “condominium” and issued by the relevant
competent authority under the Planning Act or any unit in a development comprising housing
accommodation sold under the executive condominium scheme established under the
Executive Condominium Housing Scheme Act, Chapter 99A of Singapore, then the approval of
the Controller of Housing would not be required.

URA and BCA Approval
The URA monitors and controls the use of land in Singapore. All development projects require a
written permission (“WP”) from the URA and the WP will outline the specific requirements /
limits for each individual development. Upon obtaining the WP from the URA, we can proceed
to apply for Building Plan Approval (“BPA”) from the BCA. The project shall then be built
according to the approved WP and BPA and a re-approval may have to be sought if there are
any deviations from the WP and BPA. The URA also regulates the use of premises in
Singapore. Hence, if permission was initially obtained for the use of premises for a certain
purpose, a change in the use of the premises will normally require written permission from the
URA as well.

Other Jurisdictions
For a summary of the main laws and regulations of India that are relevant to our business in
India as at the Latest Practicable Date, please refer to Annex I of this Prospectus for further
details.

A summary of the main laws and regulations of PRC and Cambodia, where our associated
companies operate is set out in Annexes G and H respectively for information.

Fines Imposed by Regulatory and Statutory Bodies
We have, in the course of our business, been fined by regulatory and statutory bodies such as
MOM, PUB, NEA, LTA and NParks for infringement of certain rules and regulations. The fines
mainly relate to failure to comply with the various environmental, hygiene and safety
requirements or standards set by the relevant authorities. We have paid an aggregate of

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                      GENERAL INFORMATION ON OUR GROUP

S$63,400, S$194,800, S$110,700 and S$26,000 for FY2008, FY2009, FY2010 and from 1
January 2011 to the Latest Practicable Date, respectively. We have endeavoured to take all
such steps to mitigate and wherever possible eliminate such contravention of rules and
regulations. We have taken efforts to improve and revise our internal safety standards, given
instructions to our project and site managers and safety officers to carry out more frequent
checks at the work sites. We remind our workers regularly on the need to have a safe work
environment. We have set in place mechanisms where any breaches of safety standards or
regulations are to be immediately reported and attended to by our management personnel.
Please refer to the section entitled “Work Place Environmental, Health and Safety Measures” of
this Prospectus for further details.

In or around 2009, our Executive Director, Mr Neo Tiam Boon, PBM was interviewed twice by
officers from the Inland Revenue Authority of Singapore (“IRAS”). The investigations by IRAS
officers related to inadequate documentation support for tax deductible expenses incurred in
relation to our construction projects for the period between 2000 and 2005 in respect of Tiong
Aik Construction’s tax return filings. The matter was subsequently settled between Tiong Aik
Construction and IRAS.

INSURANCE
We have taken up workmen’s compensation under the WICA, public liability insurance and
contractors’ all risks insurance in connection with our projects in Singapore and based on
contract requirements.

For our office and other working premises, we have maintained insurance policies which cover
such premises for losses due to fire. As for staff and employees, we have taken up policies for
group hospitalisation and surgical insurance. For our Test Centre in India, we have maintained
insurances policies which cover for losses due to fire.

Our Directors are of the view that our Group’s business and operations are sufficiently covered
by the current insurance policies taken up.

BUSINESS DEVELOPMENT, SALES AND MARKETING
Business Development
We have separate business development teams for our real estate development and
construction businesses, both of which are led by our Chief Executive Officer and Executive
Director, Mr Neo Tiam Boon, PBM, with the assistance of the other Executive Directors. For our
construction business, our Executive Directors establish and maintain business relationships
with consultants and professionals such as engineers and architects who would be in a position
to refer projects to us. We also source for new projects through public and private tenders, as
well as through referrals and recommendations from our clients and consultants from existing
and past projects.

Our business development teams chart out our Group’s annual business plan in response to
the market conditions and trends, business opportunities and our customers’ needs.
Subsequently, the teams then formulate market penetration strategies according to our Group’s
annual business plan which are executed by the relevant staff. Having a business development
plan in place enables us to adjust our business strategy and required resources in advance so
as to capture market opportunities.




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                           GENERAL INFORMATION ON OUR GROUP

Sales and Marketing
Our Group’s sales and marketing activities for our real estate development business are carried
out by our Chief Executive Officer and Executive Director, Mr Neo Tiam Boon, PBM, who is
responsible for strategising our sales and marketing activities with the assistance of our in-
house sales and marketing team working in conjunction with real estate agencies.

A sales and marketing team will be formed for each development project. Typically, such a team
consists of three to five permanent staff, and the remaining members of the team will be made
up of staff that we hire on short-term contractual basis. The staff that we hire on short-term
contractual basis will undergo the necessary training and usually handle the sales activities at
our property sales offices. Their contracts generally last for the duration of the sales period.

We will typically use real estate agencies in managing and executing the sales of our
development. These agencies are paid on commission basis and such commission varies
depending on prevailing market conditions.

In addition to the aforesaid, we also advertise our development projects in local newspapers,
over the internet, on the television, as well as direct marketing through mailing flyers to target
customers. We also put up promotional banners around our real estate development projects
and site areas which can be easily seen by the public. In addition, we set up on-site sales and
reception centres with showflats, where possible, on display for potential purchasers’ visit and
evaluation.

INVENTORY MANAGEMENT
We generally do not maintain a significant amount of raw materials and inventories so as to
minimise carrying cost. We usually purchase raw materials as and when required based on the
budget and costing requirements as set out by the contracts department and management
when a contract is secured. Also, in cases where we sub-contract the work for our construction
projects, the sub-contractor will be responsible for the raw material purchases.

CREDIT MANAGEMENT
Trade Receivables
Construction
The credit terms extended to our customers vary depending on the size of the transaction or
contract. Typical credit terms for our construction business (including our Test Centre as well as
the design, installation and maintenance of air conditioning and mechanical ventilation systems)
range between 30 and 60 days from the date of issuance of the relevant invoice, and the trade
receivables’ turnover days for our construction business for the period under review were as
follows:

                                                     FY2008             FY2009       FY2010        FP2011

Trade receivables’ turnover days   (1), (2)
                                                       57                 76            64           55

Notes:
(1)   Trade receivables’ turnover days is computed using the formula:

      (Opening balance + closing balance of trade receivables
                from our construction business) / 2               X Number of days in the period

              Revenue from our construction business


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                            GENERAL INFORMATION ON OUR GROUP

(2)   For the purposes of calculating trade receivables’ turnover days, total trade receivables’ exclude retention
      monies that were withheld by our customers and accrued receivables which relate to construction works which
      have been completed within the relevant financial period but for which architect’s certification is obtained after
      the relevant financial period.

The trade receivables’ turnover days in FY2009 and FY2010 were higher mainly due to billings
towards the end of FY2009 and FY2010 which, together with lower construction segment
revenue recognised for the respective years as compared to FY2008, resulted in higher trade
receivables’ turnover days in FY2009 and FY2010.

The trade receivables’ turnover days in FP2011 were lower than FY2010 mainly due to
settlement of billings rendered towards the end of FY2010 during the three-month period.

Our total trade receivables (including retention monies and accrued receivables) as at 31 March
2011 amounted to approximately S$37.6 million, including retention monies of S$18.2 million
and accrued receivables of S$9.4 million. These retention monies are typically held by our
customers for a period of between 12 and 18 months after completion of each project before
payment to our Group. As at the Latest Practicable Date, S$7.4 million of the retention monies
as at 31 March 2011 has become due.

The aging schedule of the balance of our trade receivables (net of allowances for doubtful trade
debts of S$0.6 million, retention monies and accrued receivables) as at 31 March 2011 is as
follows:

Period                                                                                                     S$’000

Less than 30 days                                                                                           8,715
Between 31 and 60 days                                                                                        116
Between 61 and 90 days                                                                                          –
More than 90 days                                                                                             177

                                                                                                            9,008


As at the Latest Practicable Date, approximately 88.5% of the trade receivables (excluding
retention monies and accrued receivables) outstanding as at 31 March 2011 has been
collected. As at the Latest Practicable Date, approximately S$0.1 million of allowance for
doubtful debts recorded as at FP2011 of S$0.6 million has been collected.

Real Estate Development
The credit terms extended to our customers are standardised pursuant to a standard form of
sale and purchase agreement, as prescribed under the Housing Developers Rules. All changes
to the terms and conditions in the standard sale and purchase agreement have to be approved
by the Controller of Housing. Such credit terms are generally adopted by the industry.

Typically, 20% of the purchase price (including the booking fee) will be paid by the purchaser
within eight weeks from the date of the option to purchase. Thereafter, another 40% of the
purchase price will be payable progressively at various stages of the construction process, and
a further 25% will be payable when the TOP is issued. For each progressive payment, the
purchaser is given 14 days after the receipt of notice to make payment. In the event that the
CSC is obtained prior to completion of the sale and purchase, the final 15% of the purchase
price will be disbursed as follows: (i) 8% payable to us by the purchaser upon the issuance of
the CSC, (ii) 5% payable to the Singapore Academy of Law as stakeholder by the purchaser



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                            GENERAL INFORMATION ON OUR GROUP

upon the issuance of the CSC, and (iii) 2% payable to us by the purchaser upon completion of
the sale and purchase. The sum held by the Singapore Academy of Law shall be released to us
upon the expiry of the defects liability period of 12 months from the date of notification given to
purchaser to take vacant possession. In the event that the CSC is obtained after completion of
the sale and purchase, the final 15% of the purchase price, comprising 2% payable to us and
13% payable to the Singapore Academy of Law as stakeholder, is payable by the purchaser on
the completion date.

For the sale of our development units after the issuance of the CSC, the sale is completed by
way of private treaty and the exact terms will vary depending on the negotiations with the
specific purchaser.

Trade Payables
Construction
The usual credit terms extended to us by our sub-contractors and suppliers is between 30 and
60 days. Our trade payables turnover days for the period under review were as follows:

                                                      FY2008            FY2009           FY2010            FP2011

Trade payables turnover days    (1), (2)
                                                         65               111               161              181

Notes:
(1)   Trade payables turnover days is computed using the formula

         (Opening balance + closing balance of trade payables
                      in construction segment)/2                    X Number of days in the period

                         Cost of Construction

(2)   As we adopt the percentage of completion method to recognise our revenue and costs under the Singapore
      Financial Reporting Standards, the costs of construction to be recognised will be affected by many factors,
      including but not limited to the progress of the projects, contract sums and their profitabilities. Any changes in
      these factors will affect the cost of construction and correspondingly, the trade payables turnover days.
      Accordingly, the trade payable turnover days may not be reflective of the actual credit terms.

The increase in trade payable turnover days in FY2009 and FY2010 as compared to FY2008
was mainly due to increase in trade payables balance towards the end of the respective
financial years as a result of increase in construction activities. The increase in trade payables
was also partially due to delays in payments to some of our sub-contractors for a few of our
projects, the largest of which was the School of the Arts (SOTA) that experienced costs
overruns and unforeseen delays in the construction schedule resulting in a longer time to settle
the final accounts.

In FP2011, the increase in trade payable turnover days was mainly due to lower cost of
construction as a result of higher margin achieved for our construction projects despite a drop
in trade payables as at 31 March 2011.

Real Estate Development
For our real estate development segment, we may from time to time acquire land for
development, with payment terms negotiated on a case-by-case basis. As we utilise our
subsidiaries, SinoTac Builder’s and Tiong Aik Construction, to undertake the main construction
work for our Group’s real estate development projects, the payment terms for these are not
meaningful.


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                          GENERAL INFORMATION ON OUR GROUP

Doubtful trade debts and bad debts written off
We have not experienced significant difficulties in collecting our trade receivables for our real
estate development segment and therefore do not have significant allowance for such doubtful
trade debts. The amount of allowance for doubtful trade debts for the period under review were
mainly in respect of our construction segment and were as follows:

                                            FY2008        FY2009        FY2010        FP2011
                                            (S$’000)      (S$’000)      (S$’000)      (S$’000)

Allowance for doubtful trade debts             –             –            608            37

The allowance for doubtful debts in FY2010 and FP2011 were primarily due to specific
provisions for debts which we deem doubtful of collection.

There were no bad debts written off in the period under review.

TRAINING AND DEVELOPMENT
To ensure our Group’s future growth, it is essential that our staff is equipped with the relevant
knowledge, skills and technical know-how. Therefore, we provide regular training for our staff.
Given the competitive nature of our industry, we have to focus on improving efficiency to gain a
competitive edge. This can be achieved through the training and re-training of the workforce so
as to maximise their productivity and adaptability.

The need for training in a fast changing environment, which is regularly assessed by our
Executive Directors and department heads, arises when:

       new technology, equipment or machinery is introduced;

       job description is changed due to job enrichment or job enlargement;

       management system is updated or changed; and

       there are changes in laws and regulations affecting company operations.

Both on-the-job and off-the-job trainings are properly planned and monitored. There are also
orientation programmes for new employees, and our new staff undergo a period of on-the-job
training under the close supervision of the project manager-in-charge. We also engage external
trainers to conduct courses for our employees.

We provide various types of training to our staff and workers according to their job scopes and
job functions. Such training includes courses on workplace safety, construction safety, human
resources, working skills upgrades and the relevant statutory requirements and building
regulations as required by the industry.

Since most of the training is conducted in-house and comprise mainly on-the-job training, the
expenses incurred in relation to external staff training for the period under review were not
material.




                                              130
                                                  GENERAL INFORMATION ON OUR GROUP

MAJOR SUPPLIERS AND SUB-CONTRACTORS

The following accounted for 5% or more of our cost of sales for any of the last three financial years ended 31 December 2010 and the three-
month period ended 31 March 2011:

                                                FY2008                       FY2009                       FY2010                      FP2011

                        Type of                     Percentage                     Percentage                  Percentage                  Percentage
Major suppliers/      purchases /     Amount       of total costs   Amount        of total costs   Amount     of total costs   Amount     of total costs
Sub-contractors        services       (S$’000)      of sales (%)    (S$’000)       of sales (%)    (S$’000)    of sales (%)    (S$’000)    of sales (%)

Permasteelisa         Glazing works    15,660            7.4          471              0.2           38       Not meaningful      –             –
Singapore Pte Ltd

Our Group’s purchases from our suppliers and sub-contractors vary from year to year depending on the specific requirements of our projects. The
usual practice is to accept quotes and tenders from several suppliers and sub-contractors and engage the services of those who are able to meet
the project time schedule and can consistently provide favourable terms with regard to the quality of materials/services provided, reliability and
purchase terms and conditions.

As at the date of lodgement of this Prospectus, save for their interests in quoted or listed securities which do not exceed 5% of the total amount of
the issued securities in that class none of our Directors or Substantial Shareholders or their associates has any interest, direct or indirect, in any
of the above suppliers and sub-contractors.




                                                                            131
                                                      GENERAL INFORMATION ON OUR GROUP

MAJOR CUSTOMERS
The following are the customers accounting for 5% or more of our revenue for any of the last three financial years ended 31 December 2010 and
the three-month period ended 31 March 2011:

                                                    FY2008                     FY2009                     FY2010                    FP2011

                                                           As a                       As a                       As a                      As a
                                                        percentage                 percentage                 percentage                percentage
                                                          of total                   of total                   of total                  of total
                                           Amount        revenue     Amount         revenue     Amount         revenue     Amount        revenue
Major customers              Project       (S$’000)         (%)      (S$’000)          (%)      (S$’000)          (%)      (S$’000)         (%)

Capitaland Selegie         Wilkie Edge     56,048            24.7     2,181              1.0       310              0.1         –             –
Pte Ltd (a member of
CapitaLand
Commercial Ltd group
of companies)

Winquest Investment         Belle Vue      38,262            16.7    57,767             26.0    36,805             15.6         –             –
Pte Ltd (a member of       Residences
the Wing Tai
Holdings Ltd group of
companies)

Ministry of Information,    Singapore      33,516            14.8    47,138             21.2    19,124              8.1     3,774            8.3
Communications and         School of the
the Arts                   Arts (SOTA)

Ascott Singapore              Ascott       27,895            12.3          –              –        350              0.1         –             –
Raffles Place              Raffles Place
Pte Ltd

Meadows Bright             The Inspira     16,047             7.1    12,254              5.5          –              –          –             –
Development (1)




                                                                           132
                                                        GENERAL INFORMATION ON OUR GROUP

                                                      FY2008                    FY2009                    FY2010                       FP2011

                                                             As a                      As a                      As a                         As a
                                                          percentage                percentage                percentage                   percentage
                                                            of total                  of total                  of total                     of total
                                            Amount         revenue     Amount        revenue     Amount        revenue       Amount         revenue
Major customers              Project        (S$’000)          (%)      (S$’000)         (%)      (S$’000)         (%)        (S$’000)          (%)

Thomson Peak Pte               Viva           8,598             3.8    27,703            12.5    53,274            22.6       15,161            33.3
Ltd (a member of
the Allgreen
Properties Ltd group
of companies)

Summervale                  Nouvel 18             –              –          –              –     20,792             8.8        6,086            13.4
Properties Pte Ltd
(a joint venture
between Wing Tai
Holdings Ltd and City
Developments Ltd)

Wincheer Investment         Foresque              –              –          –              –          –              –         2,687             5.9
Pte Ltd (a member          Residences
of the Wing Tai
Holdings Ltd group
of companies)

Note:
(1)     Meadows Bright Development is our associated company.

The fluctuation in the percentages of revenue contribution amongst our customers varies from year to year as a result of the nature of our
business being conducted on a project basis. We may not generate similar projects in terms of size and scope with the same customer every year.
Further, as the number and size of projects vary each year as well, this can cause a fluctuation in a customer’s contribution in terms of percentage
in relation to the total revenue even if the absolute value of that customer’s contribution remains the same.

As at the date of lodgement of this Prospectus, save for their interests in quoted or listed securities which do not exceed 5% of the total amount of
the issued securities in that class, none of our Directors or Substantial Shareholders or their associates has any interest, direct or indirect, in any
of the above customers.

                                                                             133
                       GENERAL INFORMATION ON OUR GROUP

COMPETITION
We operate in a highly competitive environment and we are subject to competition from existing
competitors and new entrants in the future.

Real Estate Development
For our real estate development business in Singapore, we believe our main competitors are
local property developers such as:

(1)   Novelty Properties Pte Ltd

(2)   Oxley Holdings Limited

(3)   Roxy-Pacific Holdings Limited

(4)   World Class Land Pte Ltd (a member of the Aspial Corporation Limited group of
      companies)

Construction
For our construction business in Singapore, we face competition from both domestic and
foreign construction companies. We believe our main competitors to be:

(1)   Greatearth Construction Pte Ltd (a member of the UE E&C Ltd. group of companies)

(2)   Hexacon Construction Pte Ltd

(3)   Lian Beng Construction (1988) Pte Ltd (a member of the Lian Beng Group Ltd group of
      companies)

(4)   Tiong Seng Contractors Pte Ltd (a member of the Tiong Seng Holdings Limited group of
      companies)

(5)   Woh Hup (Private) Limited

To the best of our Directors’ knowledge, there are no published statistics that can be used to
accurately measure the market share of our real estate development and construction business.

As at the date of this Prospectus, save for their interests in quoted or listed equity securities
which do not exceed 5% of the total amount of the issued securities in that class for the time,
none of our Directors or Substantial Shareholders or their associates has any interest, direct or
indirect, in any of the above competitors.




                                              134
                        GENERAL INFORMATION ON OUR GROUP

COMPETITIVE STRENGTHS
Our Directors believe that our key competitive strengths are as follows:

(i)    Our business segments are complementary and we are able to leverage on our
       experience across these business segments
       Our competitive edge is in our ability to offer our clients feasible alternatives from both a
       real estate developer’s and a contractor’s perspective to reduce overall costs in their
       projects and refine specifications according to their needs.

       As a design and build contractor, we are able to offer cost effective, innovative and quality
       solutions to the developer without compromising on the standards and expectations of
       the real estate developer. This complementary leverage model optimises construction
       costs while at the same time affording the real estate developer better price margins in
       selling the developments which has been one of our success factors for our various
       project developments. In addition, with the knowledge and experience that we have
       gained from our construction projects, we are able to translate what we have learned and
       put it to use in our real estate development projects. In this regard, we have established
       our in-house construction arm, SinoTac Builder’s, to focus on the main construction work
       for our real estate development business. In addition to SinoTac Builder’s, we also use
       our subsidiary, Tiong Aik Construction, for the construction work of certain of our real
       estate development projects.

       We also enjoy synergy in costs when procuring supplies for both our real estate
       development and construction arms. Such savings can then be passed on to the
       purchaser by offering our developments at a competitive pricing with quality finishes.

(ii)   We have an established track record and reputation
       We have been involved in the real estate development business since 1995 and have
       gone through several fluctuations in the property industry over the past decade. We
       believe that over the years we have established a track record in completing our projects
       on time and have built a reputation in delivering quality real estate developments. We also
       believe that our experience in the real estate industry will put us in good stead to
       anticipate property supply, demands and trends and to develop projects that can meet
       such needs. Over the years, we believe we have gained a good reputation with
       homebuyers for our projects.

       For our construction business, we have nearly 40 years of experience as a building
       contractor in the Singapore construction industry and believe that we have established
       our reputation as a reliable builder. Our established track record has enabled us to gain
       our customers’ confidence in our services and this is evident from the long-standing
       relationships we share with our existing customers. The reliability of our services, our
       technical expertise and our ability to deliver quality projects on time at competitive costs
       has also earned us repeat business, recommendations and referrals from our customers.

       Tiong Aik Construction is currently registered with the BCA with the highest BCA grading
       of A1 under the category of CW01 for general building which qualifies us to undertake
       public sector construction projects with unlimited contract value. As of 21 September
       2011, there were a total of 1,941 contractors registered with BCA for general building, of
       which only 61 were awarded the BCA grading of A1 for general building. For further
       details on the licences in this regard that our Group has obtained, please refer to the
       section entitled “General Information on our Group – Government Regulations” of this
       Prospectus for further details.

                                                135
                        GENERAL INFORMATION ON OUR GROUP

        Over the years, we have also received numerous accreditations and awards from various
        government bodies and industry authorities as a form of recognition for the different
        aspects of our construction work. Please refer to the section entitled “General Information
        on our Group - Awards and Accreditations” of this Prospectus for more details.

(iii)   We have an experienced and dedicated management team
        We have an experienced and dedicated management team, led by our Executive
        Chairman, Mr Liong Kiam Teck, our Deputy Executive Chairman, Mr Neo Tiam Poon @
        Neo Thiam Poon, our Chief Executive Officer and Executive Director, Mr Neo Tiam Boon,
        PBM and our Executive Director, Mr Neo Thiam An, each of whom has between 12 and
        38 years of experience in the real estate and construction industries.

        We place strong emphasis on professional development, and members of our
        management team regularly attend training and education programs to update
        themselves on management techniques and the latest market developments relating to
        our business. Our management is supported by a team of key executives who are also
        experienced and competent in their respective functions. Please see the section entitled
        “Directors, Management and Staff” of this Prospectus for more details on the working
        experience of our Directors and Executive Officers.

(iv)    Our strong focus on cost efficiencies, quality and reliability
        Over the years, we have developed and grown our capabilities in the real estate and
        construction businesses with the objective of improving cost efficiencies and providing
        quality service to our customers. Our clients have benefited from cost and time savings
        as a result of adopting value-adding options proposed by us. We have since leveraged on
        these skills to undertake more design and build projects where we are able to offer value
        to our clients.

        For our construction business, we have invested in an aluminium formwork system which
        is a lightweight modular formwork system which improves constructability and will result
        in better quality finishes and is less labour-intensive. We have also used a combination of
        advanced formwork system and aluminium formwork system in one of our projects. We
        are also utilising safety screens for some of our projects which are an enhanced option
        over the traditional scaffolding system. We will continue to explore and adopt construction
        techniques and systems to best deliver the project within time, cost and quality standards
        as required by each project.

        In addition, we have also established several complementary businesses providing
        specialised services that complement our construction business. These include Aston Air
        Control, which provides design, installation and maintenance of air conditioning and
        mechanical ventilation systems for commercial, industrial and residential buildings and
        other specialised users and Credence Engineering, which focuses on the leasing of
        construction machinery, the fabrication and repair of metal formworks and the erection of
        building structural steels. We believe that we are one of the few industry players that are
        able to offer this suite of services to our customers. Please see the section entitled
        “General Information on our Group – Complementary Competencies” of this Prospectus
        for more details on our complementary businesses highlighted above.




                                                136
                            GENERAL INFORMATION ON OUR GROUP

(v)    We are capable of handling a wide spectrum of projects
       Our Group is capable of handling a diversified range of projects from different sectors,
       such as the residential, commercial, industrial, hotels, educational institutions and other
       sectors. Hence, we are less likely to be affected by any adverse changing market
       conditions affecting any single sector. Over the years, we have successfully completed a
       wide range of real estate development and construction projects and have undertaken
       projects for both the private and public sectors. As opposed to pure construction projects,
       we are also capable of taking on design and build projects which provide diversification to
       our business.

PROPERTIES AND OTHER FIXED ASSETS
As at the Latest Practicable Date, our Group owns the following properties:

                                                                     Approximate
                                                                      gross area
Location                         Use               Tenure                (m2)       Encumbrances

Singapore
83 Sungei Kadut Drive        Premises for   29-year leasehold from      4,701      Mortgage in favour
                             provision of   16 October 1991                        of OCBC Bank
                             engineering
                             services

New World Centre,            Commercial     99-year leasehold from      4,635      Mortgages in favour
#B1-02 to                                   31 March 1994                          of Tat Lee Bank
#B1-22, #01-03, #01-15,                                                            Limited, Keppel
#01-16, #02-02 to #02-28,                                                          TatLee Bank Limited
#03-01/04/05,                                                                      and OCBC Bank
#03-10 to #03-16,
1 Jalan Berseh

Leonie Hill Residences       Residential    Freehold                     260       Mortgages in favour
#28-01                                                                             of Tat Lee Bank
1 Leonie Hill Road                                                                 Limited and OCBC
                                                                                   Bank

53 Sungei Kadut Loop         Warehouse /    30-year leasehold from      4,211      Mortgages in favour
                             dormitory      16 March 1995                          of OCBC Bank

67 / 67A Sungei              Premises for   30-year leasehold from      6,168      Mortgage in favour
Kadut Drive                  provision of   16 December 1990                       of HLF
                             engineering
                             services /
                             dormitory

New World Centre             Commercial     99-year leasehold from       168       Mortgage in favour
#03-07 to                                   31 March 1994                          of Maybank
#03-09
1 Jalan Berseh

New World Centre             Commercial     99-year leasehold from       533       Mortgage in favour
#03-03                                      31 March 1994                          of Maybank
1 Jalan Berseh

New World Centre             Commercial     99-year leasehold from       124       Mortgages in favour
#03-02                                      31 March 1994                          of Keppel TatLee
1 Jalan Berseh                                                                     Bank Limited
                                                                                   and OCBC Bank


                                                137
                            GENERAL INFORMATION ON OUR GROUP

                                                                             Approximate
                                                                              gross area
Location                            Use                    Tenure                (m2)           Encumbrances

India
No 224 & 232 (part),            Test Centre            No restriction            8,986               None
Okkiam Thoraippakkam,
Industrial Estate,
Chennai 600096

Note:
(1)     The table above does not include units in our completed and current ongoing development projects which have
        not yet been sold and are not leased out by our Group.

Please refer to the Valuation Certificates by the Independent Valuers set out in Annex D of this
Prospectus for further information.

Details of the properties leased by our Group as at the Latest Practicable Date are as follows:

                     Approximate
                      gross area
Location                 (m2)          Usage            Term of lease                Lessor        Annual rental

Singapore
34 Sungei Kadut         1,356         Storage      From 1 September 20011       Ghali Trading        S$98,400
Loop                                               to 31 August 2012            Pte Ltd

4 Sungei Kadut            715         Storage      From 1 October 2010          Hup Huat Timber      S$64,680
Street 3                                           to 30 September 2011         Co. (S) Pte Ltd

4 Sungei Kadut            149         Storage      From 23 November 2010        Hup Huat Timber      S$13,440
Street 3                                           to 22 November 2011          Co. (S) Pte Ltd

4 Sungei Kadut            682         Storage      From 1 April 2011            Hup Huat Timber      S$52,848
Street 3                                           to 31 March 2012             Co. (S) Pte Ltd




                                                        138
                      SELECTED COMBINED FINANCIAL INFORMATION

The following selected combined financial information should be read in conjunction with the full
text of this Prospectus, including the “Independent Auditors’ Report and the Combined Financial
Statements for the Financial Years Ended December 31, 2008, 2009 and 2010” and the
“Independent Auditors’ Review Report and the Interim Condensed Unaudited Combined
Financial Statements for the Three Months Period from January 1, 2011 to March 31, 2011” as
set out in Annex A and Annex B of this Prospectus respectively.

Combined statements of comprehensive income of our Group                       (1)


                                                          Audited                          Unaudited
                                             FY2008       FY2009         FY2010      FP2010       FP2011
                                             (S$’000)     (S$’000)       (S$’000)    (S$’000)     (S$’000)

Revenue                                     226,887      222,128        235,513      47,406       45,474

Cost of sales                               (210,256)    (204,129)      (194,590)    (39,530)     (35,231)

Gross profit                                 16,631       17,999         40,923       7,876       10,243

Other income                                   7,046          8,793      15,826       1,144         1,497

Selling and distribution costs                (3,872)         (2,938)     (3,363)        (80)        (480)

General and administrative expenses           (9,653)         (8,980)     (9,147)     (2,169)      (2,413)

Other operating expense                       (1,742)         (1,907)     (1,677)      (254)         (246)

Share of profit, net of tax of associates      1,394          1,542        3,163       (276)         105

Finance costs                                 (3,988)         (3,794)     (3,842)      (540)         (311)

Profit before income tax                       5,816      10,715         41,883       5,701         8,395

Income tax expense                            (2,154)         (3,219)     (5,635)      (164)       (1,390)

Profit for the year/period                     3,662          7,496      36,248       5,537         7,005

Other comprehensive income
Exchange differences on translation of           (94)            (20)        (63)      (161)            1
foreign operation

Total comprehensive income for the             3,568          7,476      36,185       5,376         7,006
year/period

Profit attributable to:
Owners of the Company                          3,903          6,898      30,105       5,243         5,811
Non-controlling interests                       (241)           598       6,143         294         1,194

Profit for the year/period                     3,662          7,496      36,248       5,537         7,005

Total comprehensive
income attributable to:
Owners of the Company                          3,849          6,887      30,114       5,151         5,783
Non-controlling interests                       (281)           589       6,071         225         1,223

Total comprehensive                            3,568          7,476      36,185       5,376         7,006
income for the year/period

Earnings per Share (cents)
Basic and diluted (2)                            1.1             2.0         8.6         1.5          1.7
Adjusted   (3)
                                                 [ ]             [ ]         [ ]         [ ]          [ ]

                                                        139
                     SELECTED COMBINED FINANCIAL INFORMATION

Notes:
(1)   For comparative purposes, the combined statements of comprehensive income and financial position of our
      Group have been prepared on the basis that our Group has been in existence throughout the period under
      review. Please refer to note 2 of the “Independent Auditors’ Report and the Combined Financial Statements for
      the Financial Years Ended December 31, 2008, 2009 and 2010” under “Basis of Combination” as set out in
      Annex A.

(2)   For comparative purposes, the basic and diluted EPS for the period under review have been computed based
      on profit attributable to owners of our Company and the pre-Invitation share capital of 352,000,000 Shares.

(3)   For comparative purposes, the adjusted EPS for the period under review have been computed based on profit
      attributable to owners of our Company and the post-Invitation share capital of [ ] Shares.




                                                       140
                        SELECTED COMBINED FINANCIAL INFORMATION

Combined statements of financial position of our Group         (1)


                                                              Audited                Unaudited
                                               31 December 31 December 31 December   31 March
                                                   2008        2009        2010         2011
                                                 (S$’000)    (S$’000)    (S$’000)     (S$’000)

ASSETS
Current assets
Cash and bank balances                            12,258      32,273      47,840       48,814
Trade and other receivables                       66,062      95,998      80,080       68,861
Deposits and prepayments                           4,393       2,880       5,690        4,575
Inventories                                           60          90          98          119
Development properties                           162,129     141,891     152,889      157,210

Total current assets                             244,902     273,132     286,597      279,579

Non-current assets
Trade and other receivables                       28,982      26,970      16,076       14,817
Property, plant and equipment                     16,126      15,116      15,975       15,645
Investment properties                             55,163      52,230      57,630       57,630
Goodwill                                           1,728       1,728       1,728        1,728
Investment in associates                           4,959       6,486      18,715       18,752
Available-for-sale investments                     1,716       1,917         127          127
Deferred tax assets                                  914         668          55           55

Total non-current assets                         109,588     105,115     110,306      108,754

Total assets                                     354,490     378,247     396,903      388,333

LIABILITIES AND EQUITY
Current liabilities
Borrowings                                        63,126      63,549      40,266       35,926
Trade and other payables                          84,945     105,572     109,706       86,520
Current portion of finance leases                    231         203         540          683
Income tax payable                                 1,590         394       3,185        3,976

Total current liabilities                        149,892     169,718     153,697      127,105

Non-current liabilities
Borrowings                                       110,115     104,373     114,628      125,367
Trade and other payables                           6,193       7,174       3,411        3,411
Finance leases                                       583         421       1,437        1,109
Deferred tax liabilities                             930       2,708       3,812        4,410

Total non-current liabilities                    117,821     114,676     123,288      134,297

Capital, reserves and non-controlling
interests
Share capital                                     29,391      29,391      29,391       29,398
Translation reserve                                  (83)        (94)        (85)        (113)
Retained earnings                                 56,620      63,161      83,158       88,969

Equity attributable to owners of the Company      85,928      92,458     112,464      118,254
Non-controlling interests                            849       1,395       7,454        8,677

Total equity                                      86,777      93,853     119,918      126,931

Total liabilities and equity                     354,490     378,247     396,903      388,333



                                                  141
                       SELECTED COMBINED FINANCIAL INFORMATION

Note:
(1)     For comparative purposes, the combined statements of comprehensive income and financial position of our
        Group have been prepared on the basis that our Group has been in existence throughout the period under
        review. Please refer to note 2 of the “Independent Auditors’ Report and the Combined Financial Statements for
        the Financial Years Ended December 31, 2008, 2009 and 2010” under “Basis of Combination” as set out in
        Annex A.




                                                         142
 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                    RESULTS OF OPERATIONS

The following discussion of our business, results of operations and financial position should be
read in conjunction with the full text of this Prospectus, including the section on General
Information on our Group – “Selected Combined Financial Information”, “Independent Auditors’
Report and the Combined Financial Statements for the Financial Years Ended December 31,
2008, 2009 and 2010” and the “Independent Auditors’ Review Report and the Interim
Condensed Unaudited Combined Financial Statements for the Three Months Period from
January 1, 2011 to March 31, 2011” as set out in Annex A and Annex B of this Prospectus
respectively.

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 our actual 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” and “Cautionary
Notes Regarding Forward-Looking Statements” of this Prospectus.

The figures in this section are approximate figures and where appropriate, for ease of
reference, have been rounded to the nearest one decimal place for ease of reference.

OVERVIEW
Our Group’s principal activities are as follows:

(a)   the development and sale of residential and other types of properties; and

(b)   the construction business (including complementary services such as steel fabrication
      and metal works, a worker training and test centre in Chennai, India, as well as the
      design, installation and maintenance of air-conditioning and mechanical ventilation
      systems).

Revenue
Based on our principal activities, our sources of revenue are as follows:

Revenue from real estate development
Revenue from real estate development refers to revenue derived from the sale of our
development properties in Singapore. Revenue for our real estate development business was
S$33.7 million, S$64.3 million, S$92.2 million, S$4.9 million and S$13.8 million for FY2008,
FY2009, FY2010, FP2010 and FP2011 respectively, accounting for 14.8%, 28.9%, 39.2%,
10.4% and 30.3% of our Group’s revenue for FY2008, FY2009, FY2010, FP2010 and FP2011
respectively.

Revenue from the sale of real estate development is accounted for by the percentage of
completion method. The percentage of completion is determined by the proportion of real estate
development costs incurred for work performed to date, as certified by an external professional
consultant (such as the quantity surveyor or architect of the project), to the estimated total real
estate development costs, based on the number of units sold. When it is probable that a project
would result in a loss, all foreseeable losses are recognised as an expense immediately.

The following tables summarise the revenue recognised and cumulative completion progress of
each development for the period under review.



                                                   143
 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                    RESULTS OF OPERATIONS

                                                                  Revenue

                                        FY2008       FY2009       FY2010      FP2010       FP2011
Project                                 (S$’000)     (S$’000)     (S$’000)    (S$’000)     (S$’000)

Estilo                                  15,424           37,584    2,286        2,286           –
Parc Seabreeze                               –           13,700   57,321        2,661       10,213
Coralis                                      –               –    26,264            –        3,566
Terraces at 22,24 and 26                     –               –     6,370            –           –
Chiap Guan Avenue
Gillenia                                     –           12,977        –            –           –
The Vesta                                8,291               –         –            –           –
The Citrine                              9,940               –         –            –           –

Total                                   33,655           64,261   92,241        4,947       13,779


                                                    Cumulative Percentage of Completion

                                        FY2008       FY2009       FY2010      FP2010       FP2011
Project                                   (%)          (%)          (%)         (%)          (%)

Estilo                                     30.2            96.8    100.0        100.0           –
Parc Seabreeze                               –             10.3      41.6        10.8         45.9
Coralis                                      –               –       22.3           –         24.4
Terraces at 22, 24 and 26                    –               –     100.0            –           –
Chiap Guan Avenue
Gillenia                                     –            100.0        –            –           –
The Vesta                                100.0               –         –            –           –
The Citrine                              100.0               –         –            –           –


Revenue from real estate development is project based and may experience significant
fluctuations, and is affected by many factors, including the following:

(a)       the state of the economy in Singapore, as well as the global economy in general. A
          strong and growing economy will generally lead to growth in the property market;

(b)       changes in government legislation, regulations or policies, budget and expenditure which
          may directly or indirectly affect the property market in Singapore;

(c)       our ability to complete our real estate development projects as scheduled;

(d)       our ability to continually acquire and secure customers for our real estate developments.
          The demand for our real estate development is mainly influenced by, amongst other
          factors, selling price, the prevailing interest rate environment, quality and timely
          completion of the developments; and

(e)       the timing of project launches and the progress of our real estate development projects.



                                                   144
 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                    RESULTS OF OPERATIONS

Revenue from construction
Revenue from construction refers mainly to revenue derived from our construction business in
Singapore. We also derive revenue from our Group’s complementary services such as steel
fabrication and metal works, worker training and test centre in Chennai, India, as well as the
design, installation and maintenance of air-conditioning and mechanical ventilation systems.
Revenue from construction was S$193.2 million, S$157.9 million, S$143.3 million, S$42.5
million and S$31.7 million for FY2008, FY2009, FY2010, FP2010 and FP2011 respectively,
accounting for 85.2%, 71.1%, 60.8%, 89.6% and 69.7% of our Group’s revenue for FY2008,
FY2009, FY2010, FP2010 and FP2011 respectively.

We recognise our revenue from construction based on the percentage of completion method,
when the outcome of a contract can be estimated reliably. The stage of completion is
determined by reference to the value of work done, as certified by external professional
consultants (such as the quantity surveyors or architects of the project), as a percentage of the
estimated total contract revenue. When the outcome of a contract cannot be estimated reliably,
contract revenue is recognised to the extent of contract costs incurred that are likely to be
recoverable and contract costs are recognised as expense in the period in which they are
incurred. An expected loss on the contract is recognised as an expense immediately when it is
probable that total contract costs will exceed total contract revenue.

Revenue from construction includes the initial amount agreed in the contract as well as any
variations in contract works, claims and incentive payments to the extent that it is probable that
they will result in revenue and can be measured reliably.

The following table summarises revenue recognised for each construction project in the period
under review.

                                                               Revenue

                                     FY2008       FY2009       FY2010       FP2010       FP2011
Project                              (S$’000)     (S$’000)     (S$’000)     (S$’000)     (S$’000)

Ascott Raffles Place                 27,895               –       350            –            –
The Nexus                             1,171               –         –            –            –
Belle Vue Residences                 38,262           57,767    36,805      26,695           47
Park Infinia                          6,365             720       125            –            –
School of The Arts                   33,516           47,138    19,124       4,602        3,774
The Inspira                          16,047           12,254        –            –            –
Viva                                  8,598           27,703    53,274       7,619       15,161
Wilkie Edge                          56,048            2,181      312           65            –
Nouvel 18                                 –               –     20,792       2,274        6,086
Foresque Residences                       –               –       552            –        2,687
Starlight Suites                          –               –      2,944           –        1,970
Air Conditioning projects             2,593            4,145     7,868         745        1,356
Others (Projects less than            2,737            5,959     1,126         459          614
S$1m in value)

Total                               193,232       157,867      143,272      42,459       31,695



                                                145
 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                    RESULTS OF OPERATIONS

Revenue from construction is project based and may experience significant fluctuations, and is
affected by many factors, including the following:

(a)   the state of the economy in Singapore where our construction business is principally
      based in, as well as the global economy in general. A strong and growing economy will
      generally lead to growth in the construction industry;

(b)   changes in government legislation, regulations or policies, budget and expenditure which
      may directly or indirectly affect the construction industry in Singapore;

(c)   our ability to bid for and secure new construction projects;

(d)   our ability to claim for additional works and variations which were not included in the
      original specifications of the contracts; and

(e)   progress of our construction projects on hand.

Please refer to the section entitled “Risk Factors” of this Prospectus which contains a further in-
depth discussion of other factors which may affect our business operations, revenue and
financial performance of our real estate development and construction business segments.

Cost of Sales
Based on our principal activities, our cost of sales are as follows:

Cost of sales for real estate development
Cost of sales for real estate development comprises mainly land costs, development costs and
capitalised finance costs. Cost of sales for real estate development amounted to S$25.7 million,
S$42.5 million, S$66.6 million, S$3.4 million and S$9.8 million for FY2008, FY2009, FY2010,
FP2010 and FP2011 respectively, representing 12.2%, 20.8%, 34.2%, 8.6% and 27.7% of our
total cost of sales for FY2008, FY2009, FY2010, FP2010 and FP2011 respectively.

Land costs include the purchase price of the land, development charges, stamp duties and
legal fees incurred in conjunction with the purchase and generally account for a significant
portion of the total cost of our properties sold. Land costs accounted for 31.3%, 54.5%, 55.1%,
44.6% and 47.0% of the total cost of sales for real estate development sold for FY2008,
FY2009, FY2010, FP2010 and FP2011 respectively.

Development costs comprise construction costs, professional fees and other related costs.
Construction costs relate mainly to costs charged by the contractors for our developments.
Professional fees comprise amounts paid to architects, designers, mechanical and electrical
engineers, civil and structural engineers, quantity surveyors, accredited checkers, registered
inspectors, amongst other professionals. Other related costs include property tax, insurance
and bank charges. Development costs represented 65.1%, 39.0%, 37.1%, 47.9% and 44.8% of
the total cost of sales for real estate development for FY2008, FY2009, FY2010, FP2010 and
FP2011 respectively.




                                                146
 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                    RESULTS OF OPERATIONS

Capitalised finance costs include all bank interest charges incurred on borrowings for
acquisition of land and development costs. These are capitalised up to the date of issuance of
TOP of a real estate development project. These costs are transferred from properties held for
sale to the statement of comprehensive income by reference to the percentage of completion
for units sold. Capitalised finance costs represented 3.6%, 6.5%, 7.8%, 7.5% and 8.2% of the
total cost of sales for real estate development sold for FY2008, FY2009, FY2010, FP2010 and
FP2011 respectively.

The construction work of our and our associated companies’ real estate development projects
in Singapore is generally undertaken by our Group’s construction subsidiaries, Tiong Aik
Construction and SinoTac Builder’s.

The key factors that may affect our cost of sales for real estate development are, amongst
others, as follows:

(a)   the cost of acquisition of land, which is in turn affected by the location and the level of
      competition for specific sites;

(b)   development cost which are affected by factors such as fluctuations in prices of raw
      materials, direct labour costs, sub-contractor fees and design fees; and

(c)   the change in the interest rate environment which affects the cost of borrowing and
      hence the capitalised finance cost relating to our projects.

Cost of sales for construction
Cost of sales for construction comprises mainly sub-contractors’ cost, direct labour costs, direct
materials costs as well as overheads. Cost of sales for construction is recognised based on the
percentage of completion method measured with reference to certification of value of work
performed as a percentage of the total cost of construction for the project. Cost of sales for
construction amounted to S$184.5 million, S$161.7 million, S$128.0 million, S$36.1 million and
S$25.5 million for FY2008, FY2009, FY2010, FP2010 and FP2011 respectively, representing an
amount equal to 87.8%, 79.2%, 65.8%, 91.4% and 72.3% of our total cost of sales for FY2008,
FY2009, FY2010, FP2010 and FP2011 respectively.

Sub-contractors’ costs form the bulk of our cost of sales for construction as we outsource most
of the architectural, structural and M&E works in our construction projects. Sub-contractors’
costs amounted to 76.0%, 78.2%, 80.3%, 74.0% and 72.2% of our cost of sales for
construction for FY2008, FY2009, FY2010, FP2010 and FP2011 respectively.

Our direct labour costs consist mainly of cost of foreign workers employed for our construction
projects. Our direct labour costs amounted to 9.3%, 9.2%, 5.2%, 10.5% and 9.4% of our cost of
sales for construction for FY2008, FY2009, FY2010, FP2010 and FP2011 respectively.

Our direct material costs for each project are dependent on the size, design and material
specifications of the project and the price levels of the raw materials. Where feasible, we
generally enter into contracts for major and critical works and supply of materials on a project
basis with sub-contractors and suppliers to secure the supply of and stabilise the prices of
major raw materials over the duration of the projects. Our raw material costs amounted to 7.4%,
4.6%, 4.8%, 3.5% and 6.8% of our cost of sales for construction for FY2008, FY2009, FY2010,
FP2010 and FP2011 respectively.



                                               147
 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                    RESULTS OF OPERATIONS

Overheads comprise mainly costs arising from the rental of plant and machinery, professional
charges, indirect labour, scaffolding, staging, utilities, depreciation of construction equipment
and other related costs for our construction sites. Our overheads costs amounted to 7.3%,
8.0%, 9.7%, 12.0% and 11.6% of our cost of sales for construction for FY2008, FY2009,
FY2010, FP2010 and FP2011 respectively.

The key factors that may affect our cost of sales for construction are, amongst others, as
follows:

(a)   the extent of work outsourced to sub-contractors and the price charged by sub-
      contractors;

(b)   fluctuations in construction material prices;

(c)   size, design and material specifications of the projects;

(d)   supply and levy for foreign workers;

(e)   overtime work, delays in the completion of projects and cost overruns; and

(f)   variation works on our construction projects.

Please refer to the section entitled “Risk Factors” of this Prospectus which contains a further in-
depth discussion of other factors which may affect our cost.

Other income
Other income comprises mainly property rental income derived from our investment properties
in Singapore, management services income from dormitory operators, insurance claims on late
completion of construction work from sub-contractors, project management and administrative
fee income, gains on disposal of property, plant and equipment, fair value gains on investment
properties, interest income, government grants, fair value gains on deemed disposal of
available-for-sale investment and negative goodwill which arose from our increased investment
in Dalian Shicheng as well as other miscellaneous income.

Selling and distribution costs
Selling and distribution costs relate to the cost of show flats, advertising expenses, sales
commissions and entertainment expenses.

General and administrative expenses
General and administrative expenses comprise general and administrative staff costs,
depreciation of office equipment, professional fees, information systems fees, general and
administrative repair and maintenance costs, office expenses, as well as other general
expenses.




                                               148
 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                    RESULTS OF OPERATIONS

General and administrative staff costs form the majority of general and administrative expenses.
General and administrative staff costs comprise salaries and bonuses of general and
administrative staff, statutory contributions, directors’ remuneration and other personnel related
costs. General and administrative staff costs amounted to 52.1%, 51.6%, 50.1%, 65.4% and
53.9% of total general and administrative expenses for FY2008, FY2009, FY2010, FP2010 and
FP2011 respectively.

Depreciation of property and office equipment accounted for 15.6%, 14.8%, 14.7%, 20.5% and
18.5% of total general and administrative expenses for FY2008, FY2009, FY2010, FP2010 and
FP2011 respectively.

Other operating expenses
Other operating expenses comprise mainly bad debt allowances, impairment losses in the value
of our investment in Dalian Shicheng PRC which arose in FY2008 and FY2009, rental
expenses and office repairs.

Finance costs
Finance costs comprise mainly interest expenses on borrowings and overdraft facilities from
banks and financial institutions and finance leases. We also recognise implicit finance costs
arising from the discounted value of long term receivables when expressed in present value
terms. As the date of collection for these receivables approaches, their subsequent increase in
value is considered implicit finance income and reported as part of other income.

Share of profit, net of tax of associates
Share of profit, net of tax of associates comprises the share of profit, net of tax, from Dalian
Shicheng, as well as Meadows Bright Development and its subsidiaries.

Income tax expense
Our operations were subject to a corporate tax rate of 18% for FY2008, and 17% for FY2009,
FY2010, FP2010 and FP2011.

Other comprehensive income
Other comprehensive income comprises exchange difference on translation.




                                               149
 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                    RESULTS OF OPERATIONS

REVIEW OF PAST PERFORMANCE
Breakdown by business segment
Our revenue is derived from two business segments, namely, real estate development and
construction. The majority of our revenue and profits are derived from our operations in
Singapore.

A breakdown of our revenue, gross profit and gross profit margin by business segments for the
period under review is summarised as follows:

                          FY2008            FY2009            FY2010           FP2010           FP2011
                      (S$’000) (%)      (S$’000) (%)      (S$’000) (%)     (S$’000) (%)     (S$’000) (%)

Revenue
Real estate            33,655    14.8   64,261    28.9    92,241    39.2    4,947    10.4   13,779    30.3
development
Construction          193,232    85.2 157,867     71.1 143,272      60.8   42,459    89.6   31,695    69.7

Total revenue         226,887   100.0 222,128    100.0 235,513     100.0   47,406   100.0   45,474   100.0

Gross profit
Real estate             7,913    47.6   21,796   121.1    25,621    62.6    1,567    19.9    4,015    39.2
development
Construction            8,718    52.4    (3,797) (21.1) 15,302      37.4    6,309    80.1    6,228    60.8

Total gross profit     16,631   100.0   17,999   100.0    40,923   100.0    7,876   100.0   10,243   100.0

Gross profit margin
Real estate                      23.5             33.9              27.8             31.7             29.1
development
Construction                      4.5             (2.4)             10.7             14.9             19.6
Overall gross                     7.3              8.1              17.4             16.6             22.5
profit margin

Inflation
During the period under review, inflation did not have a material impact on our performance.

FY2009 compared to FY2008
Revenue
(a)     Revenue from real estate development
        Our revenue from real estate development increased by S$30.6 million or 90.8%, from
        S$33.7 million in FY2008 to S$64.3 million in FY2009.

        In FY2008, we obtained TOPs for our projects The Vesta and The Citrine and revenue of
        S$8.3 million and S$9.9 million from these two projects which were fully sold prior to
        FY2008, was recognised. Estilo was launched in FY2008 and approximately 90% of units
        were sold during the year. In line with the stage of completion of the project, revenue of
        S$15.4 million was recognised in FY2008.




                                                  150
 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                    RESULTS OF OPERATIONS

      In FY2009, we recognised additional revenue of S$37.6 million from Estilo which was
      launched prior to FY2009. We also launched two development projects in FY2009, Parc
      Seabreeze and Gillenia. Both projects were well received with Gillenia fully sold and Parc
      Seabreeze successfully selling 76% of its total available units in FY2009. In line with the
      percentage completion of the projects, we recognised an aggregate revenue of S$26.7
      million from these two projects in FY2009.

(b)   Revenue from construction
      Our revenue from construction decreased by S$35.3 million or 18.3%, from S$193.2
      million in FY2008 to S$157.9 million in FY2009. The decrease was mainly attributed to a
      few of our projects namely, Ascott Raffles Place, Park Infinia and Wilkie Edge which were
      in the completion stages of construction in FY2008. In addition, the slowdown in the
      construction industry in FY2008 also affected our ability to secure projects and adversely
      affected our construction activities in FY2009.

Cost of sales and gross profit margin
Our cost of sales decreased by S$6.2 million or 2.9%, from S$210.3 million in FY2008 to
S$204.1 million in FY2009. Overall, our gross profit margin increased by 0.8 percentage points
from 7.3% in FY2008 to 8.1% in FY2009, mainly attributable to higher profit margins derived
from our larger scale development projects in our real estate development segment.

(a)   Cost of sales for real estate development
      Our cost of sales for real estate development increased by S$16.8 million or 65.4%, from
      S$25.7 million in FY2008 to S$42.5 million in FY2009 in line with the increase in
      construction work progress from real estate development in FY2009 as discussed above.
      Our gross profit margin from real estate development improved by 10.4 percentage points
      from 23.5% in FY2008 to 33.9% in FY2009 and was mainly due to the higher profit
      margins derived from our development projects, Estilo and Parc Seabreeze.

(b)   Cost of sales for construction
      Our cost of sales for construction decreased by S$22.8 million or 12.4%, from S$184.5
      million in FY2008 to S$161.7 million in FY2009 in line with the reduced level of
      construction activity in FY2009.

      We experienced a gross loss margin of 2.4% from construction in FY2009, a 6.9
      percentage point decrease from a gross profit margin of 4.5% in FY2008. A few of our
      projects, the largest of which was the School of The Arts project, secured in FY2007,
      were not profitable. For the School of The Arts project, we experienced significant cost
      overruns due to the unexpected complexities of implementing the project and unforeseen
      delays in the construction schedule. Although the School of The Arts project was
      completed in FY2010, the foreseeable losses on the project were provided for and
      recognised in FY2009 in line with our accounting policies.




                                              151
 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                    RESULTS OF OPERATIONS

Other income
In FY2008, we recorded other income of S$7.0 million which comprised mainly rental income of
S$2.5 million from our investment properties and one of our development properties that was
temporary rented out, management fees from dormitory operators of S$0.1 million, project
management and administrative fees of S$0.3 million, interest income of S$1.5 million, gain on
disposal of property, plant and equipment of S$0.5 million, fair value gain on investment
properties of S$0.2 million and compensation for late completion of construction work of S$0.8
million from our sub-contractors.

In FY2009, we recorded other income of S$8.8 million which comprised mainly rental income
from our investment properties of S$2.4 million, rental income from our development properties
of S$0.5 million, management fees from dormitory operators of S$0.3 million, project
management and administrative fees of S$0.3 million, interest income of S$1.4 million,
government grant of S$0.6 million, fair value gain on investment properties of S$0.3 million and
compensation for late completion of construction work of S$2.1 million from our sub-
contractors.

Selling and distribution costs
Our selling and distribution costs decreased by S$1.0 million or 25.6%, from S$3.9 million in
FY2008 to S$2.9 million in FY2009.

In FY2008, we incurred selling and distribution costs of S$3.9 million which comprised mainly
sales commission and cost of show flats for Estilo and Parc Seabreeze projects for an
aggregate amount of S$3.5 million. In FY2009, we incurred selling and distribution costs of $2.9
million which comprised mainly sales commission and cost of show flats for Parc Seabreeze
project which amounted to S$2.3 million.

General and administrative expenses
Our general and administrative expenses decreased by S$0.7 million or 7.2%, from S$9.7
million in FY2008 to S$9.0 million in FY2009. This was mainly due to a decrease of S$0.4
million in payroll and payroll related expenses as a result of cost savings measures taken in our
business operations.

Other operating expenses
Our other operating expenses increased by S$0.2 million or 11.8%, from S$1.7 million in
FY2008 to S$1.9 million in FY2009.

Of the S$1.7 million in FY2008, S$0.5 million was for impairment loss in value of investment in
Dalian Shicheng PRC.

Of the S$1.9 million in FY2009, S$0.2 million was for impairment loss in value of investment in
Dalian Shicheng PRC arising from the deficit in our cost of investment in Dalian Shicheng PRC
compared to its net asset value as at 31 December 2009, and S$1.0 million was paid to the tax
authority as part of a settlement for inadequate documentation support for tax deductible
expenses incurred in relation to our construction projects for the period between 2000 and 2005
in respect of tax return filings by one of our subsidiaries, Tiong Aik Construction. Following the
payment of the settlement amount, the above matter has been resolved with the tax authority.




                                               152
 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                    RESULTS OF OPERATIONS

Share of profit, net of tax of associates
Share of profit, net of tax of associates increased by S$0.1 million or 7.1%, from S$1.4 million
in FY2008 to S$1.5 million in FY2009. This was generated by our associated company,
Meadows Bright Development in respect of its development project, The Inspira.

Finance costs
Our finance costs decreased by S$0.2 million or 5.0%, from S$4.0 million in FY2008 to S$3.8
million in FY2009, mainly due to a decrease in bank credit facilities utilised.

Income tax expenses
Our income tax expenses for FY2008 and FY2009 were S$2.2 million and S$3.2 million
respectively.

One of our subsidiaries, Tiong Aik Construction had under-provided for tax expenses for
FY2002 to FY2006. All additional tax payable was fully accounted for in FY2008 and FY2009 as
and when they became payable and assessed.

After excluding the abovementioned, effective tax rates for FY2008 and FY2009 were
significantly higher than the respective statutory tax rates, at 36.4% and 25% respectively due
to non-deductible expenses, such as depreciation and impairment losses in value of investment.

FY2010 compared to FY2009
Revenue
(a)   Revenue from real estate development
      Our revenue from real estate development increased by S$27.9 million or 43.4%, from
      S$64.3 million in FY2009 to S$92.2 million in FY2010.

      In FY2010, we recognised additional revenue of S$59.6 million from Estilo and Parc
      Seabreeze. We also launched two development projects in FY2010, Coralis and Terraces
      at 22, 24 and 26 Chiap Guan Avenue. Both projects were well received with Terraces at
      22, 24 and 26 Chiap Guan Avenue fully sold-out and Coralis successfully sold 80% of
      their total units available in FY2010. Accordingly, in line with the stage of completion of
      the projects, we recognised an aggregate revenue of S$32.6 million from these two
      projects in FY2010.

(b)   Revenue from construction
      Our revenue from construction decreased by S$14.6 million or 9.2%, from S$157.9
      million in FY2009 to S$143.3 million in FY2010. The decrease was mainly attributable to
      reduced contribution on the substantial completion of Belle Vue Residences, The Inspira
      and School of The Arts projects in FY2010, and the time lag from the completion of
      existing projects to the commencement of projects secured in FY2010.

      In FY2010, we secured three projects namely, Nouvel 18, Foresque Residences and
      Starlight Suites.

      In addition, our revenue from air conditioning projects also increased by S$3.8 million
      from S$4.1 million in FY2009 to S$7.9 million in FY2010 as we secured a larger scale
      air conditioning project at Pasir Ris Grove.


                                              153
 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                    RESULTS OF OPERATIONS

Cost of sales and gross profit margin
Our cost of sales decreased by S$9.5 million or 4.7%, from S$204.1 million in FY2009 to
S$194.6 million in FY2010. Overall, our gross profit margin increased by 9.3 percentage points
from 8.1% in FY2009 to 17.4% in FY2010. The improvement was mainly due to higher gross
profit margin derived from our construction segment.

(a)   Cost of sales for real estate development
      Our cost of sales for real estate development increased by S$24.1 million or 56.7% from
      S$42.5 million in FY2009 to S$66.6 million in FY2010 in line with the increase in
      construction progress from real estate development in FY2010 as discussed above. Our
      gross profit margin from real estate development fell by 6.1 percentage points from
      33.9% in FY2009 to 27.8% in FY2010 and was mainly due to the completion of the Estilo
      project which had a higher gross profit margin, as well as a lower gross profit margin for
      the Coralis project, which was launched during the year.

(b)   Cost of sales for construction
      Our cost of sales for construction decreased by S$33.7 million or 20.8%, from S$161.7
      million in FY2009 to S$128.0 million in FY2010. Our gross profit margin from construction
      increased by 13.1 percentage points from gross loss margin of 2.4% in FY2009 to gross
      profit margin of 10.7% in FY2010.

      The improvement in gross profit margin was mainly due to the substantial completion of a
      loss-making project, School of The Arts in FY2010, and our ability to secure projects with
      higher gross profit margin as a result of the improving market conditions for the
      construction industry. In addition, an improvement in our air-conditioning business has
      also contributed to our profit margin.

Other income
Our other income increased by S$7.0 million from S$8.8 million in FY2009 to S$15.8 million in
FY2010. This was mainly due to better property valuation in Singapore resulting in fair value
gains on our investment properties of S$5.4 million, and a fair value gain on the deemed
disposal of our investment in Dalian Shicheng of S$3.7 million, as well as a negative goodwill
derived from our investment in associate, Dalian Shicheng, of S$0.2 million which arose from
our increased investment in Dalian Shicheng, each in accordance with FRS 28 (Investments in
Associates).

In FY2010, we also recorded other income of S$6.5 million which comprised mainly rental
income from our investment properties of S$2.3 million, management fees from dormitory
operators of S$0.4 million, project management and administrative fees of S$0.3 million,
interest income of S$1.5 million, gain on disposal of property, plant and equipment of S$0.2
million and government grants of S$0.1 million.

Selling and distribution costs
Our selling and distribution costs increased by S$0.5 million or 17.2%, from S$2.9 million in
FY2009 to S$3.4 million in FY2010.

In FY2010, we incurred selling and distribution costs of S$3.4 million which comprised mainly
advertising and sales commissions of S$2.2 million for the Parc Seabreeze and the Coralis
projects as well as the cost of show flats for the Coralis project of S$0.7 million.


                                             154
 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                    RESULTS OF OPERATIONS

General and administrative expenses
There was no significant fluctuation in general and administrative expenses between FY2009
and FY2010.

Other operating expenses
Our other operating expenses decreased by S$0.2 million or 10.5% from S$1.9 million in
FY2009 to S$1.7 million in FY2010. Of the S$1.7 million, S$0.6 million was provision for
specific doubtful debts.

Share of profit, net of tax of associates
Share of profit, net of tax of associates increased by S$1.7 million from S$1.5 million in FY2009
to S$3.2 million in FY2010. This was generated by our associate, Meadows Property in respect
of its development project, Starlight Suites, launched during the year.

Finance costs
There was no significant fluctuation in finance costs between FY2009 and FY2010. Finance
costs for both years each amounted to S$3.8 million.

Income tax expenses
Our income tax expense for FY2010 was S$5.6 million. The effective tax rate for FY2010 was
lower than the statutory tax rate, at 13.5%, mainly due to some of our other income that were
not subjected to tax being partially offset by expenses not deductible for tax purposes.

FP2011 compared to FP2010
Revenue
(a)   Revenue from real estate development
      Our revenue from real estate development increased by S$8.9 million or 181.6%, from
      S$4.9 million in FP2010 to S$13.8 million in FP2011. The increase was mainly due to
      additional revenue recognised from the projects, Parc Seabreeze and Coralis.

(b)   Revenue from construction
      Our revenue from construction decreased by S$10.8 million or 25.4%, from S$42.5
      million in FP2010 to S$31.7 million in FP2011. The decrease was mainly attributable to
      the completion of the Belle Vue Residences project in FP2010.




                                              155
 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                    RESULTS OF OPERATIONS

Cost of sales and gross profit margin
Our cost of sales decreased by S$4.3 million or 10.9%, from S$39.5 million in FP2010 to
S$35.2 million in FP2011. Overall, our gross profit margin increased by 5.9 percentage points
from 16.6% in FP2010 to 22.5% in FP2011. The improvement was mainly due to the higher
gross profit margin derived from our construction segment.

(a)   Cost of sales for real estate development
      Our cost of sales of real estate development increased by S$6.4 million or 188.2% from
      S$3.4 million in FP2010 to S$9.8 million in FP2011 generally in line with the increase in
      our revenue from real estate development in FP2011 as discussed above. Our gross
      profit margin from real estate development declined by 2.6 percentage points from 31.7%
      in FP2010 to 29.1% in FP2011 and this was mainly due to the lower gross profit margin
      for the Coralis project launched after FP2010.

(b)   Cost of sale for construction
      Our cost of sales for construction decreased by S$10.6 million or 29.4%, from S$36.1
      million in FP2010 to S$25.5 million in FP2011. Our gross profit margin from construction
      increased by 4.7 percentage points from 14.9% in FP2010 to 19.6% in FP2011.

      The improvement in gross profit margin was mainly due to continued contributions from
      projects, Viva and Nouvel 18, and the substantial completion of a loss-making project,
      School of The Arts in FP2010.

Other income
In FP2010, we recorded other income of S$1.1 million which comprised mainly property rental
income of S$0.7 million, management fees from dormitory operators of S$0.1 million and
project management and administrative fees of S$0.1 million.

In FP2011, we recorded other income of S$1.5 million which comprised mainly rental income
from our investment properties of S$0.7 million, management fees from dormitory operators of
S$0.2 million, project management and administrative fees of S$0.2 million and gain on
disposal of property, plant and equipment of S$0.2 million. The increase in rental income was
mainly due to increase in rental rates for offices.

Selling and distribution costs
Our selling and distribution costs increased by S$0.4 million or 400%, from S$0.1 million in
FP2010 to S$0.5 million in FP2011. This was mainly due to the construction of show flats for
the projects, Coralis and Auralis, amounting to an aggregate of S$0.3 million.

General and administrative expenses
Our general and administrative expenses increased by S$0.2 million or 9.1% from S$2.2 million
in FP2010 to S$2.4 million in FP2011. There was no significant fluctuation in general and
administrative expenses.

Other operating expenses
Our other operating expenses did not experience significant fluctuations from FP2010 to
FP2011. Other operating expenses for both periods each amounted to S$0.2 million.



                                             156
 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                    RESULTS OF OPERATIONS

Share of profit, net of tax of associates
We incurred a share of loss of S$0.3 million from our associates in FP2010. The loss was
incurred by our associated company, Meadows Bright Development, which did not record any
revenue in the first quarter as its project, Starlight Suites, had not been officially launched. Our
share of profit, net of tax of associates amounted to S$0.1 million in FP2011. This was
contributed by our associated company, Meadows Bright Development, in respect of its
development project, Starlight Suites.

Finance costs
Finance costs decreased by S$0.2 million or 40%, from S$0.5 million in FP2010 to S$0.3
million in FP2011. This was due to lower outstanding bank loans.

Income tax expenses
Our income tax expenses were S$0.2 million and S$1.4 million for FP2010 and FP2011
respectively.

The effective tax rate for FP2010 was lower than the statutory tax rate, at 2.9%, mainly due to
the utilisation of tax losses carried forward from one of our subsidiaries.

The effective tax rate for FP2011, at 16.6%, was comparable to the statutory tax rate.

REVIEW OF FINANCIAL POSITION
Current assets
Our current assets comprise cash and bank balances, trade and other receivables, deposits
and prepayments, inventories, contract work-in-progress and development properties.

31 December 2010
Our current assets totalled S$286.6 million representing 72.2% of our total assets as at 31
December 2010. These comprised mainly:

(a)   cash and bank balances of S$47.8 million in which S$27.7 million was held under the
      Housing Developers (Project Account) Rules;

(b)   trade and other receivables of S$80.1 million. Trade and other receivables comprise trade
      receivables of S$59.0 million, loans to our associated companies of S$9.5 million and
      construction work-in-progress in excess of progress billings of S$11.6 million.
      Construction work-in-progress includes cost incurred in construction projects such as
      direct materials, staff costs and payment to sub-contractors. We invoice the construction
      project owners accordingly upon certification by external professional consultants;

(c)   deposits and prepayments of S$5.7 million. Deposits and prepayments comprise advance
      payments to sub-contractors amounting to S$4.0 million, prepayments amounting to
      S$0.7 million, other deposits of S$0.4 million, tender deposits of S$0.2 million and
      deferred Invitation expenses of S$0.4 million;

(d)   inventories of S$0.1 million which are goods held for sale; and




                                                157
 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                    RESULTS OF OPERATIONS

(e)   development properties of S$152.9 million, which are properties held for development
      and sale in the ordinary course of business.

31 March 2011
Our current assets decreased by S$7.0 million or 2.4%, from S$286.6 million in FY2010 to
S$279.6 million in FP2011. The decrease was mainly due to:

(a)   a decrease in trade and other receivables of S$11.2 million, due mainly to the collection
      of debts from customers from our real estate development and construction segments,
      amounting to S$2.3 million and S$7.6 million respectively, as well as a decrease in
      construction work-in-progress in excess of progress billings of S$3.0 million mainly due to
      the completion of more projects in that period. This was partially offset by an increase in
      retention receivables for construction contract customers and other receivables of an
      aggregate amount of S$1.7 million; and

(b)   a decrease in deposit and prepayment of S$1.1 million, due mainly to a reduction in pre-
      payment to sub-contractors of S$1.5 million resulting from the completion of more
      projects in that period. This was partially offset by increase in deferred Invitation
      expenses of S$0.4 million.

The above was offset by an increase in cash and bank balances of S$1.0 million and an
increase in development properties of S$4.3 million, largely attributable to acquisition costs for
land and additional development costs on real estate development projects.

Non-current assets
Our non-current assets comprise non-current trade and other receivables, property, plant and
equipment, investment properties, investments in associates, other investments, goodwill and
deferred tax assets.

31 December 2010
Our non-current assets totalled S$110.3 million and represented 27.8% of our total assets as at
31 December 2010. These comprised mainly:

(a)   non-current trade receivables of S$16.1 million. Non-current trade receivables comprise
      trade receivables from real estate development customers and retention receivables from
      construction customers of S$0.3 million and S$14.6 million respectively and loans to
      associated companies of S$1.2 million;

(b)   property, plant and equipment of S$16.0 million;

(c)   investment properties of S$57.6 million, which are properties held for rent and/or for
      capital appreciation;

(d)   investment in associates of S$18.7 million, representing our costs of investments and
      share of profit in associated companies;

(e)   available-for-sale investments of S$0.1 million, representing investment in corporate
      membership of a country club;



                                               158
 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                    RESULTS OF OPERATIONS

(f)   goodwill of S$1.7 million arising from an additional investment in one of our associated
      companies resulting in its recognition as a subsidiary of our Group; and

(g)   deferred tax assets of S$0.1 million, which are due to timing differences in accelerated
      tax depreciation.

31 March 2011
Our non-current assets decreased by S$1.5 million, from S$110.3 million in FY2010 to S$108.8
million in FP2011. The decrease was mainly due to the depreciation charged on property, plant
and equipment of S$0.4 million during the period and the collection of debts from our
associated companies of S$1.2 million.

Current liabilities
Our current liabilities comprise borrowings, trade and other payables, current portion of finance
leases and income tax payable.

31 December 2010
Our current liabilities totalled S$153.7 million and represented 55.5% of our total liabilities as at
31 December 2010. These comprised mainly:

(a)   current portion of borrowings of S$40.3 million;

(b)   trade and other payables of S$109.7 million. Trade and other payables comprise trade
      payables and accrued operating expenses, retention payables and provision for contract
      expenses of S$89.7 million, other payables (inclusive of payables to associated
      companies, related companies, corporate shareholders and directors) of S$9.1 million,
      proposed dividends payables of S$10.0 million, progress payment received of S$0.6
      million, and deposits received of S$0.3 million;

(c)   current portion of finance leases of S$0.5 million; and

(d)   current tax payable of S$3.2 million in respect of FY2010.

31 March 2011
Our current liabilities decreased by S$26.6 million or 17.3%, from S$153.7 million in FY2010 to
S$127.1 million in FP2011. The decrease was mainly due to:

(a)   a decrease in borrowings of S$4.4 million;

(b)   a decrease in trade and other payables of S$23.2 million, due mainly to the settlement of
      outstanding payable for a land purchase of S$15.2 million partially by cash of S$2.4
      million and non-current bank borrowings of S$12.8 million and repayment of trade
      payables of S$11.6 million. This was partially offset by higher accrual for project
      expenses and other payables.

The above was partially offset by an increase in current portion of obligation under finance
leases and income tax payable of S$0.2 million and S$0.8 million respectively.




                                                159
 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                    RESULTS OF OPERATIONS

Non-current liabilities
Our non-current liabilities comprise the non-current portions of borrowings, finance leases,
trade and other payables and deferred tax liabilities.

31 December 2010
Our non-current liabilities totalled S$123.2 million and represented 44.5% of our total liabilities
as at 31 December 2010. These comprised mainly:

(a)   non-current portion of borrowings of S$114.6 million;

(b)   trade and other payables of S$3.4 million. Non-current portion of trade and other
      payables are mainly retention payables;

(c)   non-current portion of finance leases of S$1.4 million; and

(d)   deferred tax liabilities of S$3.8 million. Deferred tax was provided mainly for the
      recognition of profits on uncompleted projects.

31 March 2011
Our non-current liabilities increased by S$11.0 million or 8.9%, from S$123.3 million in FY2010
to S$134.3 million in FP2011. The increase was mainly due to an increase in non-current
portion of borrowings amounting to S$10.7 million on refinancing of bank loans, and increase in
deferred tax liabilities of S$0.6 million. This was offset by a decrease in non-current portion of
finance leases of S$0.3 million.

Capital, reserves and non-controlling interests

31 December 2010
Capital, reserves and non-controlling interests comprise share capital, translation reserve,
retained earnings, equity attributable to owners of our Company and non-controlling interests,
amounting to S$119.9 million as at 31 December 2010.

Non-controlling interests of S$7.5 million as at 31 December 2010 represented our various
business partners’ equity interests in the net assets of our Group.

The equity attributable to the owners of our Company was S$112.5 million as at 31 December
2010.

31 March 2011
Our capital, reserves and non-controlling interests as at 31 March 2011 increased by S$7.0
million or 5.8%, from S$119.9 million in FY2010 to S$126.9 million in FP2011. This was mainly
due to the total comprehensive income of S$7.0 million recorded in FP2011.

The equity attributable to the owners of our Company was S$118.2 million as at 31 March
2011.




                                               160
 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                    RESULTS OF OPERATIONS

LIQUIDITY AND CAPITAL RESOURCES
Our growth and operations have been funded through a combination of shareholders’ equity
and loans, internal funds generated from operations, bank borrowings and other credit facilities.

Our principal uses of cash have mainly been direct costs of our real estate development and
construction projects, operating expenses, repayment of external borrowings and financial
expenses.

We manage our liquidity needs by matching the abovementioned outflows of cash with cash
flow from our operations and unutilised bank borrowings and other credit facilities.

Our real estate development segment is capital intensive. We have to make upfront payments to
acquire land. Upon the sale of the units, a purchaser typically pays an initial payment of 20%
within eight weeks from the date of the option to purchase. Thereafter, another 40% of the
purchase price will be payable progressively at various stages of the construction process, and
a further 25% will be payable when the TOP is issued. For each progressive payment, the
purchaser is given 14 days after the receipt of notice, to make payment. In the event that the
CSC is obtained prior to completion of the sale and purchase, the final 15% of the purchase
price will be disbursed as follows: (i) 8% payable to us by the purchaser upon the issuance of
the CSC, (ii) 5% payable to the Singapore Academy of Law as stakeholder by the purchaser
upon the issuance of the CSC, and (iii) 2% payable to us by the purchaser upon completion of
the sale and purchase. The sum held by the Singapore Academy of Law shall be released to us
upon the expiry of the defects liability period of 12 months from the date of notification given to
the purchaser to take vacant possession. In the event that the CSC is obtained after completion
of the sale and purchase, the final 15% of the purchase price, comprising 2% payable to us and
13% payable to the Singapore Academy of Law as stakeholder, is payable by the purchaser on
the completion date. In addition, under the Housing Developers (Project Account) Rules,
withdrawal from our project bank accounts, are restricted to payments for expenditure incurred
on the development properties. We usually utilise a mixture of internal resources and bank
financing to finance the payments for the acquisition of land. Cash flow from our real estate
developments is project based depending on various factors, such as the timing of our launch,
sales performance and the progress of the projects.

We experienced net cash outflows from operating activities of approximately $5.4 million for
FP2011 mainly due to the purchase of two plots of land at 72-76B, Lorong K Telok Kurau and
16 Gambir Walk during this period. These purchases were financed partly by internal resources
and bank borrowings. Considerations paid for these plots of land were recorded as cash
outflow for operating activities and the bank borrowings drawn were classified as cash inflows
for financing activities, which resulted in a negative cash flow from operating activities for the
said period as there were insufficient cash inflows from other operating activities to match the
outflows.

For our construction projects, we bill and collect according to the construction progress. The
project owners will usually withhold 10% of each progressive payment due to us for work
completed as retention monies until the accumulated retention monies reach the cap of 5% of
the total contract sum. Subsequent progress payments due to us will not be subject to any
withholding for retention monies purposes and will contribute towards reducing the cash flow
requirement of the project. The cash flow requirements of our construction projects are largely
financed by internal cash resources and bank borrowings.




                                               161
 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                    RESULTS OF OPERATIONS

Based on our shareholders’ equity of S$126.9 million as at 31 March 2011, and our loans and
borrowings of S$161.3 million as at 31 March 2011, our gearing ratio (total borrowings divided
by total equity) was 1.27 times. After accounting for the net proceeds to be raised from the New
Shares which is estimated to be around [S$ ] million, our Group’s gearing level will decrease to
[ ] times. Please refer to the section entitled “Capitalisation and Indebtedness” of this
Prospectus for further details on our bank facilities and level of borrowings.

To the best of our Directors’ knowledge as at the Latest Practicable Date, we are not in breach
of any of the terms and conditions or covenants associated with any credit arrangement or bank
loan which could materially affect our financial position and results of operations, or the
investments of our Shareholders.

Our Directors are of the opinion that, after taking into account our existing credit facilities, cash
and cash equivalents and the cash flows generated from our operations, our Group has, as at
the Latest Practicable Date, adequate working capital for our present requirements.

CASH-FLOW ANALYSIS
The following table sets out a summary of our Group’s combined statement of cash flow for
FY2008, FY2009, FY2010 and FP2011. The combined cash flow summary should be read in
conjunction with the full text of this Prospectus, including the “Independent Auditors’ Report and
Combined Financial Statements for the Financial Years Ended December 31, 2008, 2009 and
2010” and the “Independent Auditors’ Review Report and the Interim Condensed Unaudited
Combined Financial Statements for the Three Months Period from January 1, 2011 to March
31, 2011” as set out in Annex A and Annex B of this Prospectus.

                                                             Audited                     Unaudited
                                              FY2008         FY2009        FY2010         FP2011
                                              (S$’000)       (S$’000)      (S$’000)       (S$’000)

Net cash flows from/(used in) operating         5,150         25,333        31,681         (5,430)
activities
Net cash flows (used in)/from investing        (4,692)          641          (2,615)          102
activities
Net cash flows from/(used in) financing         5,392        (26,604)      (12,506)         6,896
activities
Net increase/(decrease)                         5,850           (630)       16,560          1,568
in cash and cash equivalents
Cash and cash equivalents at beginning         (5,285)          589             (91)       16,470
of the year/period
Effect of exchange rate changes                    24            (50)             1            81
Cash and cash equivalents at end of               589            (91)       16,470         18,119
the year/period

Cash and cash equivalents comprise
the following:
Cash and bank balances                         12,258         32,273        47,840         48,814
Restricted cash                                (7,658)       (28,660)      (30,335)       (29,823)
                                                4,600          3,613        17,505         18,991
Bank overdrafts                                (4,011)        (3,704)       (1,035)          (872)
Cash and cash equivalents at end
of the year/period                                589            (91)       16,470         18,119


                                                162
 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                    RESULTS OF OPERATIONS

FY2008
Net cash from operating activities
In FY2008, we recorded a net cash inflow from operating activities of S$5.2 million which
comprised operating profit before working capital changes of S$9.0 million and net working
capital inflow of S$1.6 million, offset by income tax payment of S$1.5 million and interest
payment of S$4.0 million.

The net working capital inflow of S$1.6 million was primarily due to:

(a)   a decrease in trade and other receivables of S$18.9 million, due mainly to a decrease in
      trade receivables from construction contracts customers totalling S$13.6 million and a
      collection of S$3.6 million and S$4.5 million from associated companies and related
      parties, as well as a decrease in construction work-in-progress in excess of progress
      billings of S$1.0 million, due mainly to the completion of certain of our construction
      projects. This was partially offset by an increase in deposits and expenses prepaid of
      S$3.7 million; and

(b)   an increase in trade and other payables of S$1.6 million, due mainly to the completion of
      certain of our construction projects which resulted in an increase in retention monies
      withheld from sub-contractors.

The above working capital inflows were partially offset by an increase in the cost of
development properties of S$18.9 million, largely attributable to acquisition costs for land and
development costs for several real estate development projects, namely, Parc Seabreeze,
Coralis and Gillenia.

Net cash (used in) investing activities
In FY2008, we recorded a net cash outflow from investing activities of S$4.7 million. The cash
outflows arose mainly from:

(a)   the acquisition of Terraces at 22, 24 and 26 Chiap Guan Avenue totalling S$3.1 million;

(b)   an additional investment in our associate, Dalian Shicheng, of S$1.5 million; and

(c)   purchase of plant and equipment of S$0.4 million and improvement works on our
      property, New World Centre of S$1.8 million.

These cash outflows were partially offset by proceeds from disposal of plant and equipment
amounting to S$0.5 million, a S$0.1 million divestment of an associated company and interest
received of S$1.5 million.

Net cash from financing activities
In FY2008, we recorded a net cash inflow from financing activities of S$5.4 million. The cash
inflow was mainly due to proceeds from bank loans of S$29.7 million mainly for the refinancing
of our real estate development and construction projects and the collection of receivables from
sold real estate development units of S$8.2 million but these receipts were restricted for use in
accordance with the Housing Developers (Project Account) Rules.

These cash inflows were partially offset by repayment of bank loans and finance leases of
S$32.5 million and S$0.1 million respectively.


                                               163
 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                    RESULTS OF OPERATIONS

FY2009
Net cash from operating activities
In FY2009, we recorded a net cash inflow from operating activities of S$25.3 million which
comprised operating profit before working capital changes of S$13.0 million and net working
capital inflow of S$18.5 million, offset by income tax payment of S$2.4 million and interest
payment of S$3.8 million.

The net working capital inflows of S$18.5 million were primarily due to:

(a)   a net decrease in development properties of S$23.4 million, due to the transfer out of
      S$42.6 million to cost recognition for our projects, Parc Seabreeze, Gillenia and Estilo, in
      accordance with the stages of completion for these projects, and the reclassification of an
      investment property to a development property amounting to S$3.1 million, partially offset
      by an increase in development properties of S$22.3 million arising from additional
      development costs incurred in our projects, Parc Seabreeze, Coralis and Gillenia; and

(b)   an increase in trade and other payables of S$21.6 million, due mainly to an increase in
      trade payables of S$6.2 million resulting from an increase in construction activity at year-
      end as well as delays in construction schedule for our School of The Arts project
      resulting in a longer time taken to settle final accounts with our sub-contractors of this
      project prior to payment, additional loans from corporate shareholders and related parties
      totalling to S$2.2 million, and an increase in progress payment received of S$12.8 million
      from real estate development customers for our development project, Parc Seabreeze, as
      well as an increase in progress billings in excess of construction work-in-progress of
      S$0.4 million.

The above working capital inflows were partially offset by cash outflows from an increase in
trade and other receivables of S$26.4 million, due mainly to increase in receivables and
accrued receivables from our Estilo project totalling to S$21.0 million on recognition due to
progressive completion, increase in receivables from construction contracts customers of S$5.2
million at year-end, tax receivables of S$0.6 million and additional loans to our associated
companies and related parties of S$0.7 million, as well as an increase in construction work-in-
progress in excess of progress billings of S$0.3 million. This was partially offset by a decrease
in advance payment to sub-contractors and tender deposits placed with third parties of S$1.3
million and S$0.1 million respectively.

Net cash from investing activities
In FY2009, we recorded a net cash inflow from investing activities of S$0.6 million mainly due
to interest received of S$1.4 million offset by purchase of plant and equipment of S$0.4 million
and an increase in our investment in Dalian Shicheng of S$0.4 million.

Net cash (used in) financing activities
In FY2009, we recorded a net cash outflow from financing activities of S$26.6 million. The cash
outflows arose from:

(a)   repayment of bank loans and obligations under finance leases of S$118.6 million and
      S$0.2 million respectively;

(b)   payment of dividends of S$0.4 million; and



                                               164
 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                    RESULTS OF OPERATIONS

(c)   increase in restricted cash of S$21.0 million.

These cash outflows were partially offset by cash inflows arising from S$113.6 million of
additional bank loans obtained mainly due to the refinancing of our real estate development and
construction projects.

FY2010
Net cash from operating activities
In FY2010, we recorded a net cash inflow from operating activities of S$31.7 million which
comprised operating profit before working capital changes of S$33.9 million and net working
capital inflow of S$2.8 million, offset by income tax payment of S$1.1 million and net interest
payment of S$3.8 million.

The net working capital inflows of S$2.8 million were primarily due to a decrease in trade and
other receivables of S$23.4 million, due mainly to the collection from our real estate
development customers of S$2.1 million, the collection from associated companies and related
parties amounted to S$10.1 million, a decrease in tax receivables of S$0.6 million and a
decrease in trade and other receivables from construction contracts customers of S$14.7 million
at year-end. This was partially offset by an increase in deposit and prepayment of S$2.4 million,
payment of deferred Invitation expenses of S$0.4 million, and allowance for doubtful debts of
S$0.6 million, as well as an increase in construction work-in-progress in excess of progress
billings of S$0.7 million resulting from more projects being secured towards the end of the year.

The above was also partially offset by cashflows from:

(a)   a decrease in trade and other payables of S$9.6 million, mainly due to revenue
      recognition on progress payments received of S$12.2 million, settlement of loans from
      related parties, directors, corporate shareholders and other payables totalling S$18.5
      million, as well as a decrease in progress billings in excess of construction work-in-
      progress of S$0.3 million. This was partially offset by an increase in trade payables of
      S$21.4 million resulting from an increase in construction activities at year-end, as well as
      a longer time taken to resolve final accounts with our sub-contractors due to delays in the
      construction schedule for one of our construction projects; and

(b)   an increase in development property costs of S$11.0 million, largely attributable to
      acquisition costs for land and additional costs incurred in our projects, Parc Seabreeze,
      Coralis, Auralis and 70 Lorong K Telok Kurau amounting to S$77.6 million. This was
      partially offset by the transfer out of S$66.6 million to cost recognition for our projects,
      Estilo, Parc Seabreeze, Coralis and Terraces at 22, 24 and 26 Chiap Guan Avenue, in
      accordance with the stages of completion for these projects.

Net cash (used in) investing activities
In FY2010, we recorded a net cash outflow from investing activities of S$2.6 million. The cash
outflow arose from the purchase of plant and equipment, net of disposal of S$0.8 million and an
increase in our investment in Dalian Shicheng of S$3.3 million. These cash outflows were
partially offset by interest received of S$1.5 million.




                                               165
 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                    RESULTS OF OPERATIONS

Net cash (used in) financing activities
In FY2010, we recorded a net cash outflow from financing activities of S$12.5 million. The cash
outflows arose from:

(a)   repayment of bank loans and obligations under finance leases of S$45.2 million and
      S$0.4 million respectively;

(b)   interim dividend declared and paid of S$0.1 million; and

(c)   increase in restricted cash of S$1.7 million.

These cash outflows were partially offset by cash inflows arising from additional bank loans
obtained of S$34.9 million, mainly due to refinancing for our real estate development and
construction projects.

In FY2010, interim dividends amounting to S$10.0 million were declared and these remained
outstanding as at end of the year.

FP2011
Net cash (used in) operating activities
In FP2011, we recorded a net cash outflow from operating activities of S$5.4 million which
comprised operating profit before working capital changes of S$8.9 million offset by net working
capital outflow of S$14.0 million and interest payment of S$0.3 million.

The net working capital outflows were primarily due to:

(a)   an increase in development properties costs of S$4.3 million, largely attributable to
      acquisition costs for land and additional costs incurred in our projects, Parc Seabreeze,
      Coralis, Auralis, 70 Lorong K Telok Kurau and 16 Gambir Walk amounting to S$14.1
      million. This was partially offset by a transfer out of S$9.8 million for our projects, Parc
      Seabreeze and Coralis, in accordance to the stages of completion for these projects; and

(b)   a decrease in trade and other payables of S$23.2 million, due mainly to the settlement of
      outstanding payables for a land purchase of S$15.2 million by cash of S$2.4 million and
      non-current bank borrowing of S$12.8 million and repayment of trade payables of S$11.6
      million. This was partially offset by higher accrual for project expenses and higher other
      payables.

The above working capital outflows were partially offset by cash inflows from a decrease in
trade and other receivables of S$13.6 million, due mainly to the collection of receivables from
our real estate development customers of S$2.4 million, a decrease in trade receivables from
construction contracts customers of S$7.4 million at the end of the period, collection of S$1.2
million from our associated companies, as well as a decrease in construction work-in-progress
in excess of progress billings of S$3.0 million resulting from the lower level of construction
activities in FP2011. This was partially offset by payment of deferred Invitation expenses of
S$0.4 million.

Net cash from investing activities
In FP2011, we recorded a net cash inflow from investing activities of S$0.1 million. The cash
inflow arose from net proceeds from disposal of property, plant and equipment.


                                               166
 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                    RESULTS OF OPERATIONS

Net cash from financing activities
In FP2011, we recorded a net cash inflow from financing activities of S$6.9 million. The cash
inflows arose from:

(a)      additional bank loans obtained of S$15.0 million, mainly due to financing of our
         borrowings for our real estate development and construction projects; and

(b)      decrease in restricted cash of S$0.5 million.

These cash inflows were partially offset by cash outflows arising from repayment of bank loans
and obligations under finance leases of S$8.5 million and S$0.2 million respectively.

MATERIAL CAPITAL EXPENDITURE AND DIVESTMENTS
The material capital expenditure and divestments of our Group for the periods under review
were as follows:

                                                       FY2008           FY2009           FY2010           FP2011
                                                       (S$’000)         (S$’000)         (S$’000)         (S$’000)

Acquisition    (1)



Investment properties                                    3,113                –                –                –
Leasehold properties                                     1,850                –               57                –
Plant and equipment                                        359              378            2,691              160

                                                         5,322              378            2,748              160

Divestment     (1)



Investment properties                                        –            3,113                –                –
Leasehold properties                                         –                –                –                –
Plant and equipment                                      1,035              204            1,305              466

                                                         1,035            3,317            1,305              466


Note:
(1)     These relate to the cost of property, plant and equipment acquired/disposed of during the period under review.

The above capital expenditure was financed by internally generated funds and borrowings.

CHANGES IN ACCOUNTING POLICIES
There has been no change in our accounting policies for the last three financial years from
FY2008 to FY2010 and for the three months ended 31 March 2011. Please refer to
“Independent Auditors’ Report and the Combined Financial Statements for the Financial Years
Ended December 31, 2008, 2009 and 2010” as set out in Annex A of this Prospectus for details
of our Group’s accounting policies.




                                                          167
 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                    RESULTS OF OPERATIONS

FOREIGN EXCHANGE MANAGEMENT
Accounting treatment of foreign currencies
The accounting records for the companies in our Group are mainly maintained in their
functional currency, namely, SGD.

Our Group’s presentation currency is the SGD and our subsidiaries mainly operate in
Singapore. Accordingly, the functional currency for our Company and subsidiaries, except TAC
Resources (India), is SGD and we maintain our books and records in SGD. At the end of each
reporting period, monetary items denominated in foreign currencies are retranslated at the rates
prevailing at the end of the reporting period. Exchange differences arising on the retranslation
of monetary items are included in profit or loss for the period.

Foreign exchange exposure
Our presentation currency is in SGD and our operations are primarily carried out in Singapore.
Our revenue is predominantly derived from Singapore. Our operating expenses and purchases
are also mainly denominated in SGD.

At present, we do not have any formal policy for hedging against foreign exchange exposure.
We have not in the past used any financial hedging instruments to manage foreign exchange
risks. We will continue to monitor our foreign exchange exposure and may employ hedging
instruments to manage our foreign exchange exposure should the need arise.

Our net foreign exchange gain/(loss) for FY2008, FY2009, FY2010 and FP2011 are as follows:

                                            FY2008        FY2009        FY2010        FP2011
                                            S$’000        S$’000        S$’000        S$’000

Net foreign exchange gain/(loss)              130           10             –            (3)


The foreign exchange gains in FY2008 and FY2009 were mainly due to the transaction
denominated in INR.




                                              168
       PROSPECTS, TRENDS, BUSINESS STRATEGIES AND FUTURE PLANS

PROSPECTS
Our Directors have observed that the growth of the Singapore real estate development and
construction industries are generally linked to Singapore’s economic growth. In the whole of
2010, the Singapore economy expanded by 14.5%, reversing the decline of 0.8% in 2009. GDP
is forecasted to increase by between 5% and 6% in 2011.(1) Similarly, our Directors have also
observed that growth in the PRC has been stable and is expected to remain so. As such,
barring any unforeseen circumstances, our Directors are confident of our Group’s growth
potential and believe that the medium to long term prospects of our Group are encouraging.

Real Estate Development
Our Directors believe that the overall outlook for the real estate development industries in each
of Singapore, the PRC and Cambodia is encouraging. As such, our Directors believe in the
growth potential of our real estate development business, which will benefit from the growth of
the respective real estate development industries in each of Singapore, the PRC and
Cambodia.

Singapore
Singapore’s real estate sector grew by 12% in 2010 on the back of strong new home sales.
New private residential property sales rose 17% in the fourth quarter of 2010(2). . In addition, the
number of new private home sales in 2010 was 11% higher than that in 2009.(2) According to the
URA’s real estate statistics for the second quarter of 2011, new private home sales continued to
be strong with 4,325 uncompleted private residential units sold in the second quarter of 2011
compared to 3,430 units sold in the first quarter of 2011.(4)

Our Directors have also observed that the property market in Singapore has been experiencing
an upward trend in recent years. The property price index for all segments of the Singapore
property market rose in 2009 and continued to rise in the every quarter of 2010,(3) especially the
residential property price index which rose 18% to reach an all-time high.(2) According to the
URA’s real estate statistics for the second quarter of 2011, prices of private residential, office,
shop and industrial properties rose by 2.0%, 3.6%, 1.1% and 5.7% respectively in the second
quarter of 2011.(4) Prices of non-landed private residential properties are estimated to have
increased by 14.3% in the core central region (comprising postal districts 9, 10 and 11, the
downtown core and Sentosa), 17.5% in the rest of the central region (comprising nine planning
areas including Outram, Newton, River Valley, Marina South and Rochor), and 14.5% in the
outside central region in the year 2010 as a whole.(5)

Rental rates for private residential, office, shop and industrial space increased by 12.6%, 2.9%,
11.7%, and 17.9% respectively in 2010.(4)

Due to the significant increase of property prices by 11% in the first half of 2010, the Singapore
government introduced measures in August 2010 to temper sentiments and encourage greater
financial prudence among property purchasers, so as to maintain a stable and sustainable
property market.(6) In January 2011, the Singapore government stepped in once again to cool
the property market, by increasing seller’s stamp duty from 3% up to a maximum of 16% and
decreasing the loan limit for anyone looking to buy a second property but has an existing home
loan. (7)




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      PROSPECTS, TRENDS, BUSINESS STRATEGIES AND FUTURE PLANS

Our Directors are of the view that these cooling measures will not adversely affect us in the
medium to long term although there may be pressure on the selling prices of our upcoming real
estate development projects in the near term. The new measures do not discourage first-time
buyers and property owners without outstanding home loans from purchasing property.(7) The
Ministry of National Development will be placing 17 sites on the confirmed list of the 1H2011
Government Land Sales Programme in order to maintain a strong supply of private housing to
meet demand.(8) We believe that the latter measures will allow the property market to continue
to grow at a sustainable level. As such, our Directors hold the view that with the introduction of
these cooling measures, the Singapore property market will be stable in the medium to long
term. Our Directors believe that the Government’s measures to reduce the risk of the property
market overheating whilst meeting the growing demand for residential and commercial property
will benefit our Group in the medium to long term.

Our Directors believe that, barring unforeseen circumstances, with the forecasted growth of the
Singapore economy, the Singapore property market is likely to remain healthy in the
foreseeable future.

PRC
The PRC’s GDP increased by 10.3% in 2010.(9) Furthermore, in 2010, the total investment in
real estate development grew by 33.2% year-on-year, and the growth rates of floor space sold
and of sales volume of commercial building were 10.1% and 18.3% year-on-year respectively.(10)
With GDP growth forecasted to be 9.2% for 2011,(2) the PRC economy is expected to sustain its
growth at a high level and our Directors are of the view that the PRC’s property market in
Liaoning Province (where Dalian City is located) will continue to expand.

In light of the RMB 2.7 trillion spent on land transactions in 2010, an increase from
approximately RMB 1.6 trillion spent in 2009, the Chinese government may implement further
measures to cool the PRC property market and make housing more affordable. The PRC
Ministry of Land and Resources has also indicated that it intends to ensure that there will be
sufficient land available in 2011 to build 10 million affordable homes.(11) In addition, the PRC’s
national per capita annual disposable income of urban households increased by 7.8% in 2010
after deducting price factors.(9) This sharp increase is also mirrored in Liaoning Province’s per
capita annual disposable income of urban household increasing from RMB 4,464 to RMB 8,695
from the first to the second quarter of 2010.(12) Our Directors believe that this significant
improvement in the level of disposable income for urban households at the national level as well
as in Liaoning Province, is favourable to our real estate development business in Liaoning
Province.

Our Directors expect that, barring unforeseen circumstances, the real estate development
market in Liaoning Province, will continue to grow at a sustainable level, which will in turn
benefit our Group.

Cambodia
The global financial crisis had adversely affected Cambodia’s domestic economy. The country is
recovering and real GDP growth for 2010 is estimated to be 5.5%,(13) while the real GDP growth
rate of the real estate sector was estimated to be 3.4% in 2010.(14)




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       PROSPECTS, TRENDS, BUSINESS STRATEGIES AND FUTURE PLANS

The Cambodian government has projected that Cambodia’s real GDP growth for 2011 will be
6%.(14) The International Monetary Fund is even more optimistic, with a projection of 6.5%.(15) In
addition, the Cambodian government has projected real GDP growth for 2012 and 2013 to be
at 6.5% per year, setting as its goal a growth rate of 6% to 7% over the medium term.(14)

In addition, the Cambodian Ministry of Economy and Finance is projecting a 7.7% growth per
year for 2012 and 2013 for the real estate sector.(13)

In addition, with central Phnom Penh becoming increasingly congested and the increasing
scarcity of land in central Phnom Penh and pursuant to the Law on Providing Foreigners with
Ownership Rights in Private Units of Co-Owned Buildings promulgated on 24 May 2010 and the
Sub-Decree on the Proportion and Calculation of Percentage of Private Units that Can be
Owned by Foreigners in a Co-Owned Building dated 29 July 2010, foreigners and foreign
entities can directly own up to 70% of the total surface-size of all private units of a co-owned
building (as opposed to previous laws which forbid foreign ownership in either land or
buildings).(3) As a result, our Directors believe that our land bank situated in Phnom Penh
presents attractive medium to long term development potential and prospects for capital
appreciation.

Our Directors believe that, barring unforeseen circumstances, Cambodia’s real estate
development market will experience growth in the medium to long term.

Construction
In 2010, the Singapore construction industry experienced a growth of 6.1%, a decrease from
the growth of 17% in 2009 and contributed 0.3% to the growth in Singapore’s real GDP.(2)
Construction demand increased by 14% year-on-year in 2010,(16) fuelled by robust private sector
construction demand.(2) However, construction output experienced a decline from S$31 billion in
2009 to S$27 billion in 2010, largely attributable to major projects, such as the two Integrated
Resorts, being nearly completed.(2) Nevertheless, the BCA forecasts that the average annual
construction demand for 2011 to be between S$24 to S$30 billion and for 2012 to 2013 to be
between S$21 to S$28 billion,(17) to reflect a continued and sustained workload despite the
moderation in demand.(16)

Furthermore, the Singapore government introduced the National Productivity Fund in 2010 to
support initiatives customised to specific industries, clusters and enterprises for the purposes of
increasing productivity. The productivity levels of the Singapore construction industry are
estimated to be about half of that in Australia and one-third of that in Japan. Hence, of the initial
S$1 billion injected by the Singapore government into the National Productivity Fund in 2010,
around S$250 million will be set aside to support productivity enhancement and capability
building in the construction sector over the next five years.(18) In addition, the Singapore
government has announced that the HDB will be ramping up its building programme in the
coming years with 25,000 new HDB flats to be launched in 2012.(19) Our Directors find that such
measures are encouraging and will boost the construction industry in the coming years.

Our Directors believe that, barring unforeseen circumstances, our Group is well positioned to
benefit from the Singapore government’s initiatives alongside the construction demand
expected in the upcoming years.




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         PROSPECTS, TRENDS, BUSINESS STRATEGIES AND FUTURE PLANS


Notes:
(1)   Source: The Ministry of Trade and Industry’s press release dated 10 August 2011 and entitled “MTI Revises
      2011       Growth       Forecast     to     5.0     to      6.0    Per      Cent”      on     its     website:
      http://app.mti.gov.sg/data/article/25562/doc/PR_2011Q2.pdf. The Ministry of Trade and Industry has not
      consented to the inclusion of the above information in this Prospectus for the purposes of Section 249 of the
      Securities and Futures Act (Cap 289) of Singapore and is therefore not liable for the relevant statement(s)
      under Sections 253 and 254 of the Securities and Futures Act (Cap 289) of Singapore. While we have taken
      reasonable action to ensure that the information is extracted accurately and fairly and has been included in
      this Prospectus in its proper form and context, we have not independently verified the accuracy of the relevant
      information.

(2)   Source: The Ministry of Trade and Industry’s report entitled “Economic Survey of Singapore 2010” dated
      February 2011 on its website: https://app.mti.gov.sg/data/article/24221/doc/FinalReport_AES_2010.pdf. The
      Ministry of Trade and Industry has not consented to the inclusion of the above information in this Prospectus
      for the purposes of Section 249 of the Securities and Futures Act (Cap 289) of Singapore and is therefore not
      liable for the relevant statement(s) under Sections 253 and 254 of the Securities and Futures Act (Cap 289) of
      Singapore. While we have taken reasonable action to ensure that the information is extracted accurately and
      fairly and has been included in this Prospectus in its proper form and context, we have not independently
      verified the accuracy of the relevant information.

(3)   Source: The Singapore Department of Statistics’ Monthly Digest of Statistics, January 2011 on its website:
      http://www.singstat.gov.sg/pubn/reference/mdsjan11.pdf. The Singapore Department of Statistics has not
      consented to the inclusion of the above information in this Prospectus for the purposes of Section 249 of the
      Securities and Futures Act (Cap 289) of Singapore and is therefore not liable for the relevant statement(s)
      under Sections 253 and 254 of the Securities and Futures Act (Cap 289) of Singapore. While we have taken
      reasonable action to ensure that the information is extracted accurately and fairly and has been included in
      this Prospectus in its proper form and context, we have not independently verified the accuracy of the relevant
      information.

(4)   Source: The URA’s press release dated 22 July 2011 and entitled “Release of 2nd quarter 2011 real estate
      statistics” on its website: http://www.ura.gov.sg/pr/text/2011/pr11-95.html. The URA has not consented to the
      inclusion of the above information in this Prospectus for the purposes of Section 249 of the Securities and
      Futures Act (Cap 289) of Singapore and is therefore not liable for the relevant statement(s) under Sections 253
      and 254 of the Securities and Futures Act (Cap 289) of Singapore. While we have taken reasonable action to
      ensure that the information is extracted accurately and fairly and has been included in this Prospectus in its
      proper form and context, we have not independently verified the accuracy of the relevant information.

(5)   Source: The URA’s press release dated 3 January 2011 and entitled “URA Releases Flash 4th Quarter 2010
      Private Residential Property Price Index” on its website: http://www.ura.gov.sg/pr/text/2011/pr11-01.html. The
      URA has not consented to the inclusion of the above information in this Prospectus for the purposes of
      Section 249 of the Securities and Futures Act (Cap 289) of Singapore and is therefore not liable for the
      relevant statement(s) under Sections 253 and 254 of the Securities and Futures Act (Cap 289) of Singapore.
      While we have taken reasonable action to ensure that the information is extracted accurately and fairly and
      has been included in this Prospectus in its proper form and context, we have not independently verified the
      accuracy of the relevant information.

(6)   Source: The Ministry of Finance’s press release dated 30 August 2010 and entitled “Measures to Maintain a
      Stable     and      Sustainable      Property   Market”    on      its   website:    http://app.mof.gov.sg/
      newsroom_details.aspx?type=press&cmpar_year=2010&newssid=20100830256956123163. The Ministry of
      Finance has not consented to the inclusion of the above information in this Prospectus for the purposes of
      Section 249 of the Securities and Futures Act (Cap 289) of Singapore and is therefore not liable for the
      relevant statement(s) under Sections 253 and 254 of the Securities and Futures Act (Cap 289) of Singapore.
      While we have taken reasonable action to ensure that the information is extracted accurately and fairly and
      has been included in this Prospectus in its proper form and context, we have not independently verified the
      accuracy of the relevant information.




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         PROSPECTS, TRENDS, BUSINESS STRATEGIES AND FUTURE PLANS

(7)    Source: The Ministry of National Development’s press release dated 13 January 2011 and entitled “Measures
       to      maintain      a      stable    and     sustainable     property     market”     on      its   website:
       http://app.mnd.gov.sg/Newsroom/NewsPage.aspx?ID=1798&category=PressRelease&year=2011&RA1=&RA2
       =&RA3=. The Ministry of National Development has not consented to the inclusion of the above information in
       this Prospectus for the purposes of Section 249 of the Securities and Futures Act (Cap 289) of Singapore and
       is therefore not liable for the relevant statement(s) under Sections 253 and 254 of the Securities and Futures
       Act (Cap 289) of Singapore. While we have taken reasonable action to ensure that the information is extracted
       accurately and fairly and has been included in this Prospectus in its proper form and context, we have not
       independently verified the accuracy of the relevant information.

(8)    Source: The Ministry of National Development’s press release dated 25 November 2010 and entitled
       “Government Land Sales Programme for Residential, Commercial and Hotel Developments for First Half of
       2011” on its website: http://www.mnd.gov.sg/newsroom/newsreleases/2010/news25112010.htm. The Ministry of
       National Development has not consented to the inclusion of the above information in this Prospectus for the
       purposes of Section 249 of the Securities and Futures Act (Cap 289) of Singapore and is therefore not liable
       for the relevant statement(s) under Sections 253 and 254 of the Securities and Futures Act (Cap 289) of
       Singapore. While we have taken reasonable action to ensure that the information is extracted accurately and
       fairly and has been included in this Prospectus in its proper form and context, we have not independently
       verified the accuracy of the relevant information.

(9)    Source: The National Bureau of Statistics of China’s press release dated 20 January 2011 and entitled
       “Statistical Communique of the People’s Republic of China on the 2010 National Economic and Social
       Development” on its website: http://www.stats.gov.cn/was40/gjtjj_en_detail.jsp?channelid:1175&record=77. The
       National Bureau of Statistics of China has not consented to the inclusion of the above information in this
       Prospectus for the purposes of Section 249 of the Securities and Futures Act (Cap 289) of Singapore and is
       therefore not liable for the relevant statement(s) under Sections 253 and 254 of the Securities and Futures Act
       (Cap 289) of Singapore. While we have taken reasonable action to ensure that the information is extracted
       accurately and fairly and has been included in this Prospectus in its proper form and context, we have not
       independently verified the accuracy of the relevant information.

(10)   Source: The National Bureau of Statistics of China’s press release dated 17 January 2011 and entitled
       “Operation      of    the     National      Real   Estate   Market    in   2010”      on     its   website:
       http://www.stats.gov.cn/english/newsandcomingevents/t20110117_402698765.htm. The National Bureau of
       Statistics of China has not consented to the inclusion of the above information in this Prospectus for the
       purposes of Section 249 of the Securities and Futures Act (Cap 289) of Singapore and is therefore not liable
       for the relevant statement(s) under Sections 253 and 254 of the Securities and Futures Act (Cap 289) of
       Singapore. While we have taken reasonable action to ensure that the information is extracted accurately and
       fairly and has been included in this Prospectus in its proper form and context, we have not independently
       verified the accuracy of the relevant information.

(11)   Source:      The     Ministry    of    Land     and   Resources      of   the     PRC     on   its   website:
       http://www.mlr.gov.cn/wszb/2011/gtgzhy/zhibozhaiyao/201101/t20110107_810389.htm. The Ministry of Land
       and Resources of the PRC has not consented to the inclusion of the above information in this Prospectus for
       the purposes of Section 249 of the Securities and Futures Act (Cap 289) of Singapore and is therefore not
       liable for the relevant statement(s) under Sections 253 and 254 of the Securities and Futures Act (Cap 289) of
       Singapore. While we have taken reasonable action to ensure that the information is extracted accurately and
       fairly and has been included in this Prospectus in its proper form and context, we have not independently
       verified the accuracy of the relevant information

(12)   Source:      The       National      Bureau        of     Statistics   of      China       on     its    website:
       http://www.stats.gov.cn/english/statisticaldata/. The National Bureau of Statistics of China has not consented to
       the inclusion of the above information in this Prospectus for the purposes of Section 249 of the Securities and
       Futures Act (Cap 289) of Singapore and is therefore not liable for the relevant statement(s) under Sections 253
       and 254 of the Securities and Futures Act (Cap 289) of Singapore. While we have taken reasonable action to
       ensure that the information is extracted accurately and fairly and has been included in this Prospectus in its
       proper form and context, we have not independently verified the accuracy of the relevant information.




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        PROSPECTS, TRENDS, BUSINESS STRATEGIES AND FUTURE PLANS

(13)   Source: The Ministry of Economy and Finance’s Monthly Bulletin of Statistics dated October 2010 on its
       website: http://www.mef.gov.kh/documents/shares/publication/bulletin/178_bulletin_october_2010.pdf. The
       Ministry of Economy and Finance has not consented to the inclusion of the above information in this
       Prospectus for the purposes of Section 249 of the Securities and Futures Act (Cap 289) of Singapore and is
       therefore not liable for the relevant statement(s) under Sections 253 and 254 of the Securities and Futures Act
       (Cap 289) of Singapore. While we have taken reasonable action to ensure that the information is extracted
       accurately and fairly and has been included in this Prospectus in its proper form and context, we have not
       independently verified the accuracy of the relevant information.

(14)   Source: The Ministry of Planning’s National Strategic Development Plan Update 2009-2013 on its website:
       http://www.mop.gov.kh/Home/NSDP/NSDPUPDATE20092013/tabid/206/Default.aspx. The Ministry of Planning
       has not consented to the inclusion of the above information in this Prospectus for the purposes of Section 249
       of the Securities and Futures Act (Cap 289) of Singapore and is therefore not liable for the relevant
       statement(s) under Sections 253 and 254 of the Securities and Futures Act (Cap 289) of Singapore. While we
       have taken reasonable action to ensure that the information is extracted accurately and fairly and has been
       included in this Prospectus in its proper form and context, we have not independently verified the accuracy of
       the relevant information.

(15)   Source: The International Monetary Fund’s report on Cambodia dated 4 March 2011 on its website:
       http://www.imf.org/external/country/KHM/index.htm. The International Monetary Fund has not consented to the
       inclusion of the above information in this Prospectus for the purposes of Section 249 of the Securities and
       Futures Act (Cap 289) of Singapore and is therefore not liable for the relevant statement(s) under Sections 253
       and 254 of the Securities and Futures Act (Cap 289) of Singapore. While we have taken reasonable action to
       ensure that the information is extracted accurately and fairly and has been included in this Prospectus in its
       proper form and context, we have not independently verified the accuracy of the relevant information.

(16)   Source: The BCA’s press release dated 12 January 2011 and entitled “Promising Outlook for Construction
       Sector Demand in 2011” on its website: http://www.bca.gov.sg/Newsroom/pr12012011_CPPS.html. The BCA
       has not consented to the inclusion of the above information in this Prospectus for the purposes of Section 249
       of the Securities and Futures Act (Cap 289) of Singapore and is therefore not liable for the relevant
       statement(s) under Sections 253 and 254 of the Securities and Futures Act (Cap 289) of Singapore. While we
       have taken reasonable action to ensure that the information is extracted accurately and fairly and has been
       included in this Prospectus in its proper form and context, we have not independently verified the accuracy of
       the relevant information.

(17)   Source: The BCA’s report entitled “Construction Demand, Tender Price Index & Construction Materials” on its
       website http://www.bca.gov.sg/keyconstructioninfo/others/free_stats.pdf. The BCA has not consented to the
       inclusion of the above information in this Prospectus for the purposes of Section 249 of the Securities and
       Futures Act (Cap 289) of Singapore and is therefore not liable for the relevant statement(s) under Sections 253
       and 254 of the Securities and Futures Act (Cap 289) of Singapore. While we have taken reasonable action to
       ensure that the information is extracted accurately and fairly and has been included in this Prospectus in its
       proper form and context, we have not independently verified the accuracy of the relevant information.

(18)   Source: Budget Speech 2010 of Minister for Finance, Mr. Tharman Shanmugaratnam dated 22 February 2010
       and entitled “Towards an Advanced Economy: Superior Skills, Quality Jobs, Higher Incomes” on the Ministry of
       Finance website: http://www.mof.gov.sg/budget_2010/speech_toc/download/FY2010_Budget_Statement.pdf.
       The Minister for Finance has not consented to the inclusion of the above information in this Prospectus for the
       purposes of Section 249 of the Securities and Futures Act (Cap 289) of Singapore and is therefore not liable
       for the relevant statement(s) under Sections 253 and 254 of the Securities and Futures Act (Cap 289) of
       Singapore. While we have taken reasonable action to ensure that the information is extracted accurately and
       fairly and has been included in this Prospectus in its proper form and context, we have not independently
       verified the accuracy of the relevant information.

(19)   Source: The Housing Development Board (HDB) Press Release dated 15 August 2011 and entitled “Good
       Affordable         Homes           for        All      Singaporeans”           on        its         website:
       http://www.hdb.gov.sg/fi10/fi10296p.nsf/PressReleases/3F7F3B2DD45CE64482578ED0009B240?OpenDocum
       ent. The HDB has not consented to the inclusion of the above information in this Prospectus for the purposes
       of Section 249 of the Securities and Futures Act (Cap 289) of Singapore and is therefore not liable for the
       relevant statement(s) under Sections 253 and 254 of the Securities and Futures Act (Cap 289) of Singapore.
       While we have taken reasonable action to ensure that the information is extracted accurately and fairly and
       has been included in this Prospectus in its proper form and context, we have not independently verified the
       accuracy of the relevant information.




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       PROSPECTS, TRENDS, BUSINESS STRATEGIES AND FUTURE PLANS

TREND INFORMATION
Based on our Directors’ knowledge and experience of the real estate development and
construction industries, they have observed the following trends:

Real Estate Development
Singapore
Our Directors believe that the Singapore property market will remain stable and there will be
continued demand for residential and commercial property. Please refer to the section entitled
“Prospects, Trends, Business Strategies and Future Plans – Prospects” of this Prospectus for
more information and details on the outlook for the Singapore real estate development industry.

Subject to the market conditions in our industry and the general performance of the local
economy, we expect there to be pressure on selling prices of our upcoming real estate
development projects in the near term and for such selling prices to trend upwards in the
medium to long term. We also expect to recognise revenue from the sale of our current real
estate development projects as the construction of these projects progresses in 2011 and 2012.
However, we expect our costs of construction to increase in FY2011 due to several factors,
including general inflation, the global shortage of raw materials brought about by the recent
natural disasters such as the floods experienced in Australia and the earthquakes and tsunami
in Japan, increasing land acquisition costs and the revision of development charge rates
recently announced by the Singapore Government in February 2011. The Ministry of National
Development further raised development charges for new bulding projects in Singapore in
September 2011. The new rates will apply to cases which are granted provisional permission
(“PP”) or second and subsequent extension to the PP on or after the effective date. In addition,
as amended in September 2011, for residential landed properties, the rates for development
charges will go up by an average of 17%, while those for residential non-landed areas have
been raised by an average of 12%. We expect this to further increase our cost of development
for future projects. Please refer to the section entitled “General Information on our Group –
Significant Projects” of this Prospectus for more information and details on our significant on-
going projects.

PRC
Our Directors believe that the price increases for residential properties in the PRC will stabilise
in 2011, as a result of the PRC government’s measures to cool and stabilise the overheating
property market. Please refer to the section entitled “Prospects, Trends, Business Strategies
and Future Plans – Prospects” of this Prospectus for more information and details on the
outlook for the PRC real estate development industry.

Our Directors believe that construction costs for our PRC Associate’s real estate development
business in the PRC are likely to increase in FY2011 due to several factors, including general
inflation and the global shortage of raw materials brought about by recent natural disasters
such as the floods experienced in Australia and the earthquakes and tsunami in Japan.

Cambodia
Our Directors expect property prices in Cambodia to increase gradually in 2011 and 2012 due
to the improvement in its domestic economy. Please refer to the section entitled “Prospects,
Trends, Business Strategies and Future Plans – Prospects” of this Prospectus for more
information and details on the outlook for the Cambodian real estate development industry.




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         PROSPECTS, TRENDS, BUSINESS STRATEGIES AND FUTURE PLANS

Our Directors believe that construction costs for our Cambodian Associate’s future real estate
development business in Cambodia (if any) are likely to increase in FY2011 due to several
factors, including general inflation and global shortage of raw materials brought about by recent
natural disasters such as the floods experienced in Australia and the earthquakes and tsunami
in Japan.

Construction
Our Directors expect to see continued demand in the Singapore construction industry in 2011
due to the demand for private and commercial property as well as the numerous public sector
construction projects. Please refer to the section entitled “Prospects, Trends, Business
Strategies and Future Plans – Prospects” of this Prospectus for more information and details on
the outlook for the Singapore construction industry.

In July 2010, the Singapore government’s initiative to increase foreign workers’ levy came into
effect, and the levy will continue to increase gradually for the next two years.(1) In addition, the
Singapore government recently announced further increases in foreign workers’ levy for Budget
2011, which will be phased in at six-monthly intervals from 1 January 2012 to 1 July 2013.
Furthermore, employers’ contribution to CPF has also been increased by 0.5% and the CPF
salary ceiling has been adjusted upwards from S$4,500 to S$5,000 with effect from 1
September 2011. These measures are expected to increase manpower costs.

Although the global economic slowdown that took hold towards the end of 2008 had resulted in
a decrease in the prices of construction raw materials such as wood, concrete, sand and metal,
with the gradual recovery of the global economy, our Directors have observed that prices of
these raw materials have started increasing due to general inflation pressures and the global
shortage of raw materials brought about by recent natural disasters such as the floods
experienced in Australia and the earthquakes and tsunami in Japan, which we believe may
translate into increasing costs for our Group. Our Directors believe that we are well-positioned
to deal with such increase in costs.

Save as disclosed above and under the section entitled “Risk Factors” of this Prospectus, and
barring any unforeseen circumstances, our Directors are not aware of any significant recent
trends or any other known trends, uncertainties, demands, commitments or events that are
reasonably likely to have a material effect on our revenue, profitability, liquidity or capital
resources, or that would cause the financial information disclosed in this Prospectus to be not
necessarily indicative of our future operating results or financial condition. Please also refer to
the section entitled “Cautionary Note Regarding Forward-Looking Statements” of this
Prospectus.


Note:
(1)     Source: The Ministry of Manpower’s press release dated 23 February 2010 and entitled “Changes to Foreign
        Worker Levy for Sustainable Growth” on its website: http://www.mom.gov.sg/newsroom/Pages/
        PressReleasesDetail.aspx?listid=283. The Ministry of Manpower has not consented to the inclusion of the
        above information in this Prospectus for the purposes of Section 249 of the Securities and Futures Act (Cap
        289) of Singapore and is therefore not liable for the relevant statement(s) under Sections 253 and 254 of the
        Securities and Futures Act (Cap 289) of Singapore. While we have taken reasonable action to ensure that the
        information is extracted accurately and fairly and has been included in this Prospectus in its proper form and
        context, we have not independently verified the accuracy of the relevant information.




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      PROSPECTS, TRENDS, BUSINESS STRATEGIES AND FUTURE PLANS

OUR ORDER BOOK
As at the Latest Practicable Date, our order book for construction projects based on secured
contracts amounted to approximately S$316 million. Barring unforeseen circumstances, we
expect a majority of the orders to be fulfilled over the next 3 to 36 months. As we recognise our
revenue from our construction projects based on the percentage-of-completion method, our
order book excludes the value of completed works which have already been recognised as
revenue.

Due to the nature of our real estate development business, we do not have an order book for
this business segment. Please refer to the section entitled “General Information on our Group –
Our Business – Real Estate Development” of this Prospectus for more information on our
ongoing development projects.

BUSINESS STRATEGIES AND FUTURE PLANS
Continue to focus on our core business and markets
We believe our Group’s growth will be primarily driven by our real estate development business.
For the Singapore real estate market, our strategy is to continue focusing on building niche
residential developments targeting the middle to upper middle markets. We will continue to offer
our buyers quality finishes and developments at competitive prices. We will continually assess
our core real estate development business, and depending on the market conditions and other
relevant factors, may also look to expand into non-residential real estate developments.

We will also continue to focus on our construction business in Singapore as we are of the view
that prospects for us remain good in both the private and public sectors for the next few years.
With the Singapore government’s stimulus package plans and ramping up of building
programme announced in August 2011, we expect there to be various large public sector
projects up for tender in the next few years. In addition, the Singapore government’s current
aggressive land sales programme is expected to lead to an increase in construction tenders as
developers successful in these land sales commence construction. With our track record, we
believe that we are well positioned to secure some of these projects.

Acquisition of new development sites for our land bank
To ensure sustainable growth for our Group, it is important to replenish our land bank with
suitable land parcels for future development. Thus, we intend to continue sourcing for
development sites that are located at accessible and vibrant areas with well developed
amenities to add to our land bank. This will enable us to expand our project profiles and
capitalise on suitable development opportunities when market conditions are favourable. We will
also monitor the real estate market closely for new preferences among potential home buyers
or emerging trends in the real estate market to adjust our land acquisition strategy accordingly.

Expand our business overseas
We intend to participate in real estate development projects with local partners in the PRC and
Cambodia, with our focus mainly on the mid-range market. Currently, our PRC Associate has
commenced the development of a project in Dalian City, PRC. For further details, please refer to
the section entitled “General Information on our Group - Project under Development by our PRC
Associate” of this Prospectus. In Phnom Penh, Cambodia, we presently have a 49% equity
interest in TACC Cambodia which owns one piece of land which we plan to develop in
conjunction with our Cambodian partners. We also have a right of first refusal to purchase
another piece of land in a good location.




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      PROSPECTS, TRENDS, BUSINESS STRATEGIES AND FUTURE PLANS

For the construction business, we plan to capitalise on our pool of professional staff to render
project management services on building projects mainly in South and Southeast Asia.

We are also on a constant lookout for opportunities to work with joint venture partners as a way
of expanding our investment opportunities. Any investment into joint ventures has to be in-line
with our Group’s overall business and investment strategy and subject to our due diligence
process. Following such investments, we will, where appropriate, work with our joint ventures
partners, to implement suitable control measures, to safeguard our investments. Our strategy
of forming joint ventures and partnerships allows us several advantages. We are able to engage
in real estate development projects beyond the scale that we otherwise would have been limited
to given our financial resources. Joint ventures also allow us to share the risks associated with
such projects with our joint venture partners and seek out and forge alliances with strategic
partners to complement our strengths and experiences.

Expand our complementary businesses
We will from time to time explore the possibility of expanding our complementary businesses. At
present, we are in preliminary discussions to enter into a joint venture with an unrelated third
party for the production of pre-cast concrete compound and ready-mixed concrete targeted
primarily at the HDB market. We intend to fund this joint venture from our internal resources.
Currently, based on our preliminary discussions, the amount to be contributed by us should we
enter into the joint venture is approximately S$3.0 million. Detailed terms and conditions for the
joint venture will be subject to further negotiations and due diligence.




                                               178
                                                   DIRECTORS, MANAGEMENT AND STAFF

MANAGEMENT REPORTING STRUCTURE
Our management reporting structure is set out below:


                                                                    BOARD OF DIRECTORS

                                                             Mr Liong Kiam Teck - Executive Chairman
                                                 Mr Neo Tiam Poon @ Neo Thiam Poon - Deputy Executive Chairman
                                                            Mr Neo Tiam Boon, PBM - Executive Director
                                                               Mr Neo Thiam An - Executive Director
                                                           Mr Lim Hock Beng - Lead Independent Director
                                                               Mr Lee Ah Fong - Independent Director
                                                          Mr Mervyn Goh Bin Guan - Independent Director




                                                                    Mr Neo Tiam Boon, PBM
                                                                     Chief Executive Officer




                                                                 Construction /                          Finance and Corporate      Human Resource &
          Real Estate Development                                Engineering                                    Affairs               Administration




    Ms Liong Chai       Ms Liong Cailin,    Mr Soong Kar         Mr Chow Yew           Mr Goh Yong               Ms Yap Ming
                                                                                                                                    Ms Phang Wai Seang
     Yin, Fiona             Wendy              Leong                 Seng                  Joo                       Choo
                                                                                                                                   Group Human Resource
       Manager          Senior Manager     General Manager      General Manager       General Manager            Chief Financial
                                                                                                                     Officer              Manager




                                                                              179
                                DIRECTORS, MANAGEMENT AND STAFF

DIRECTORS
Our Board of Directors is entrusted with the responsibility for the overall management of our
Group. Our Directors’ particulars are as follows:

Name                            Age                      Address                             Designation

Mr Liong Kiam Teck        (1)
                                 60     1 Jalan Berseh, #03-03 New World Centre,         Executive Chairman
                                                    Singapore 209037

Mr Neo Tiam Poon @               56     1 Jalan Berseh, #03-03 New World Centre,          Deputy Executive
Neo Thiam Poon (1)                                  Singapore 209037                         Chairman

Mr Neo Tiam Boon,                49     1 Jalan Berseh, #03-03 New World Centre,        Chief Executive Officer
PBM (1)                                             Singapore 209037                    and Executive Director

Mr Neo Thiam An     (1)
                                 55     1 Jalan Berseh, #03-03 New World Centre,          Executive Director
                                                    Singapore 209037

Mr Lim Hock Beng                 71     1 Jalan Berseh, #03-03 New World Centre,          Lead Independent
                                                    Singapore 209037                          Director

Mr Lee Ah Fong                   65     1 Jalan Berseh, #03-03 New World Centre,         Independent Director
                                                    Singapore 209037

Mr Mervyn Goh Bin Guan           47     1 Jalan Berseh, #03-03 New World Centre,         Independent Director
                                                    Singapore 209037

Note:
(1)     Mr Liong Kiam Teck, Mr Neo Tiam Poon @ Neo Thiam Poon, Mr Neo Tiam Boon, PBM and Mr Neo Thiam An
        are siblings. Mr Liong Kiam Teck is the father, and Mr Neo Tiam Poon @ Neo Thiam Poon, Mr Neo Tiam Boon,
        PBM and Mr Neo Thiam An are the uncles, of our Executive Officers, Ms Liong Cailin, Wendy and Ms Liong
        Chai Yin, Fiona.

The business and working experience and areas of responsibility of our Directors are set out
below:

Mr Liong Kiam Teck is the Executive Chairman of our Group. He was appointed to our Board
on 7 March 2011. As our Executive Chairman, Mr Liong is responsible for the overall
development of our Group’s corporate direction and policies and plays an active role in the
development, maintenance and strengthening of client relations. His other responsibilities also
include overall business development, strategic planning, and project management. Mr Liong
was one of the founders of our Group and has over 38 years of management experience. Over
the years, he has established a network of relationships with developers, customers,
consultants and architects within the industry.

Mr Neo Tiam Poon @ Neo Thiam Poon is the Deputy Executive Chairman of our Group and
was appointed to our Board on 7 March 2011. Mr Neo Tiam Poon @ Neo Thiam Poon is in
charge of the overall project management of our various construction projects, conducts
periodic quality and safety checks to ensure that quality and safety management systems are
adhered to closely, and sources for real estate development opportunities, and conducts
feasibility studies for project development viabilities. Mr Neo Tiam Poon @ Neo Thiam Poon
has been with us since 1976 and has over 35 years of management experience. Over the
years, he has established a network of relationships with developers, customers, consultants
and architects within the industry. Mr Neo Tiam Poon @ Neo Thiam Poon completed his
General Certificate of Education (“GCE”) “A” levels in 1973.


                                                      180
                       DIRECTORS, MANAGEMENT AND STAFF

Mr Neo Tiam Boon, PBM is the Chief Executive Officer and Executive Director of our Group.
He was appointed to our Board on 7 March 2011. As our Chief Executive Officer, Mr Neo Tiam
Boon, PBM’s responsibilities include overall business development, financial and strategic
planning, sales and marketing and human resources of our Group. Mr Neo Tiam Boon, PBM
has been with our Group since 1996 and has over 15 years of management experience. Over
the years, he has established a network of relationships with developers, customers,
consultants and architects within the industry. Prior to joining our Group in 1996, Mr Neo Tiam
Boon, PBM was the executive director of C&E Holidays which was involved in the provision of
travel agency services and the director of Manswork Employment Agency which was involved in
the provision of employment consultancy services. Mr Neo Tiam Boon, PBM graduated with a
Bachelor of Science in Business Administration from the University of Arkansas in 1986 and
was conferred the Public Service Medal (Pingat Bakti Masyarakat) by the President of the
Republic of Singapore in 2005.

Mr Neo Thiam An is the Executive Director of our Group and was appointed to our Board on 7
March 2011. Mr Neo Thiam An is in charge of the management of the site operations of both
developments for external developers as well as our own in-house developments. Mr Neo
Thiam An has been with us since 1977 and has over 31 years of management experience.
Over the years, he has established a network of relationships with developers, customers,
consultants and architects within the industry. Mr Neo Thiam An completed his GCE “A” levels
in 1976.

Mr Lim Hock Beng was appointed as our Lead Independent Director on 20 September 2011.
He serves as the Chairman of our Audit Committee and is a member of our Remuneration
Committee and the Nominating Committee. Since 1996, Mr Lim has been the Managing
Director of Aries Investments Pte Ltd, a private investment holding company with its principal
interests in the investment of quoted securities and overseas properties. Prior to that, he
founded Lim Associates (Pte) Ltd (now known as Boardroom Corporate & Advisory Services
(Pte) Ltd) in 1968 and was its managing director until his retirement at the end of 1995. Mr Lim
has more than 30 years of experience and knowledge in the corporate secretarial field, which
includes advising listed companies on compliance with the listing rules. Mr Lim holds a Diploma
in Management Accounting and Finance and is a fellow member of the Singapore Institute of
Directors. He currently serves on the boards as well as on the audit committees of various
public listed companies in Singapore, namely King Wan Corporation Limited, Huan Hsin
Holdings Ltd, GP Industries Limited, Colex Holdings Limited and LMA International N.V.

Mr Lee Ah Fong was appointed as our Independent Director on 20 September 2011. He
serves as the Chairman of our Remuneration Committee and is a member of our Audit
Committee. Mr Lee was a civil servant before becoming a practising lawyer in 1981. He is
currently a partner of Ng, Lee & Partners. Mr Lee is an Honorary Management Committee
Member of the Singapore Federation of Chinese Clan Associations, the Chairman of Yuying
Secondary School Management Committee and has been serving in various capacities in non-
government organisations and clan associations for many years. Mr Lee currently serves on the
boards of two public listed companies in Singapore, namely Cortina Holdings Ltd and TEE
International Limited.

Mr Mervyn Goh Bin Guan was appointed as our Independent Director on 20 September 2011.
He serves as the Chairman of our Nominating Committee and is a member of our Audit
Committee and our Remuneration Committee. Mr Goh is currently a consultant with Lawhub
LLC. Prior to this, he was the Vice President (Legal) for The Great Eastern Life Assurance
Company Limited from 2008 to 2010, a partner with Wee Woon Hong & Associates from 2006
to 2008, and a partner with Chui Sim Goh & Lim from 1994 to 2006. Mr Goh graduated from
the National University of Singapore with a Bachelor of Laws (Honours) in 1989 and was called
to the Singapore Bar in 1990. Mr Goh also previously served as a committee member in the
Kampong Kembangan Community Club Management Committee from 2005 to 2010.


                                              181
                                DIRECTORS, MANAGEMENT AND STAFF

The list of present and past directorships of each of our Directors held in the five years
preceding the date of this Prospectus can be found in the section entitled “General and
Statutory Information” of this Prospectus.

Pursuant to Rule 210(5)(a) of the Listing Manual, save for Mr Lee Ah Fong and Mr Lim Hock
Beng, our Directors do not have prior experience as directors of public listed companies in
Singapore. However, they have undertaken relevant training in Singapore to familiarise
themselves with the roles and responsibilities of a director of a public listed company in
Singapore. These training included a briefing conducted by Stamford Law Corporation and a
seminar on 8 March 2011 co-organised by the SGX-ST and the Singapore Institute of Directors.

MANAGEMENT
Our Directors are assisted by a team of experienced and qualified Executive Officers who are
responsible for the various functions of our Group. The particulars of our Executive Officers are
as follows:

Name                            Age                      Address                            Designation

Ms Yap Ming Choo                 53     1 Jalan Berseh, #03-03 New World Centre,       Chief Financial Officer
                                                    Singapore 209037

Mr Chow Yew Seng                 55     1 Jalan Berseh, #03-03 New World Centre,          General Manager
                                                    Singapore 209037                  (Tiong Aik Construction)

Mr Soong Kar Leong               41     1 Jalan Berseh, #03-03 New World Centre,          General Manager
                                                    Singapore 209037                     (SinoTac Builder’s)

Mr Goh Yong Joo                  43     1 Jalan Berseh, #03-03 New World Centre,          General Manager
                                                    Singapore 209037                     (Aston Air Control)

Ms Liong Chai Yin,               31     1 Jalan Berseh, #03-03 New World Centre,       Manager (Marketing /
Fiona (1)                                           Singapore 209037                   Business Development
                                                       (Overseas)

Ms Liong Cailin, Wendy    (1)
                                 29     1 Jalan Berseh, #03-03 New World Centre,          Senior Manager
                                                    Singapore 209037                  (Business Development)

Ms Phang Wai Seang               43     1 Jalan Berseh, #03-03 New World Centre,              Manager
                                                    Singapore 209037                  (Group Human Resource)

Note:
(1)     Ms Liong Chai Yin, Fiona and Ms Liong Cailin, Wendy are siblings, and are the daughters of our Executive
        Chairman, Mr Liong Kiam Teck, and the nieces of our Deputy Executive Chairman, Mr Neo Tiam Poon @ Neo
        Thiam Poon, our Chief Executive Officer and Executive Director, Mr Neo Tiam Boon, PBM and our Executive
        Director, Mr Neo Thiam An.




                                                      182
                        DIRECTORS, MANAGEMENT AND STAFF

The business and working experience and areas of responsibility of our Executive Officers are
set out below:

Ms Yap Ming Choo has been the Chief Financial Officer of our Group since December 2010
and is responsible for the overall financial functions of our Group. Prior to joining our Group, Ms
Yap was the chief financial officer of Bio-Scaffold International Pte Ltd from December 2009 to
August 2010, the finance director of Banyan Tree Capital Pte Ltd from May 2008 to November
2009, the group financial controller of Amara Holdings Limited, a company listed on the SGX-
ST, from 2003 to 2008 and the chief financial officer of BBR Holdings (S) Limited, a company
listed on the SGX-ST, from 2000 to 2002. She is a Fellow member of the Association of
Chartered Certified Accountants (UK), a Certified Public Accountant (Malaysia) and a
Chartered Accountant (Malaysia). Ms Yap obtained a Master of Business Administration from
the University of Leicester (UK) in 2007.

Mr Chow Yew Seng is the General Manager of Tiong Aik Construction and has been with our
Group since 1991. He is in charge of the day-to-day operation of Tiong Aik Construction, which
includes overseeing the contracts and technical departments, as well as the overall
management of all ongoing and completed projects. Mr Chow’s last appointment was as a
senior project manager with the HDB, where he was with from 1980 to 1991 and he was in
charge of a project management team. Mr Chow graduated from The University of Singapore
with a Bachelor of Science (Building) (Honours) in 1980.

Mr Soong Kar Leong is the General Manager of SinoTac Builder’s and has been with our
Group since 1998. He is in charge of the overall contracts and project management of SinoTac
Builder’s. Mr Soong initially joined our Group in 1998 as the contracts manager with Tiong Aik
Construction. From 1995 to 1998, Mr Soong was a contracts manager with the HDB. Mr Soong
graduated from the National University of Singapore with a Bachelor of Science (Building)
(Honours) in 1995 and further obtained a Master of Business Administration from the University
of Adelaide in 2003.

Mr Goh Yong Joo is the General Manager of Aston Air Control and has been with our Group
since 2000. He is in charge of the day-to-day operations of Aston Air Control. Prior to joining
our Group, Mr Goh was the sales manager of Sharikat Kian Tong Pte Ltd, where he was
involved in the sales and marketing of air conditioning and mechanical ventilation systems for
residential and commercial buildings. Mr Goh holds a diploma in sales and marketing from the
Marketing Institute of Singapore.

Ms Liong Chai Yin, Fiona is the Manager (Marketing / Business Development (Overseas)) of
our Group and has been with our Group since 2002. She is in charge of the marketing and
project-related aspects of our real estate development division, and the sourcing for real estate
development and construction opportunities overseas. Ms Liong Chai Yin, Fiona graduated from
the Curtin University of Technology, Western Australia in 2001 with a Bachelor of Commerce
(Accounting & Marketing), and received a Post Graduate Diploma (Marketing) from the same
university in 2002.

Ms Liong Cailin, Wendy is the Senior Manager (Business Development) of our Group and has
been with our Group since 2005. She is in charge of sourcing and assessing the viability of
potential development sites in Singapore and assisting the Board in assessing the viability of
business opportunities. Ms Liong Cailin, Wendy was a relationship manager with Oversea-
Chinese Banking Corporation Limited prior to joining our Group, where she was in charge of
servicing the banking and financial needs of a portfolio of small and medium enterprise
corporate clients. Ms Liong Cailin, Wendy graduated from the Curtin University of Technology,
Western Australia in 2002 with a Bachelor of Commerce (Banking & Finance).

                                               183
                             DIRECTORS, MANAGEMENT AND STAFF

Ms Phang Wai Seang is our Group Human Resource Manager and has been with our Group
since the start of 2011. She is in charge of the human resource and other administrative
matters of our Group. Prior to joining our Group, Ms Phang was the human resource manager
of PAE Singapore Pte Ltd from 2008 to 2010, and the human resource and administration
manager for Inter-IMC Pte Ltd from 2000 to 2007. Ms Phang graduated with a Bachelor of
Science in Business from Indiana University in 1987, and holds a Diploma in Compensation &
Benefits from the Singapore Human Resource Institute.

The list of present and past directorships of each of our Executive Officers held in the last five
years preceding the date of this Prospectus can be found in the section entitled “General and
Statutory Information” of this Prospectus.

Mr Liong Kiam Teck, Mr Neo Tiam Poon @ Neo Thiam Poon, Mr Neo Tiam Boon, PBM and Mr
Neo Thiam An are siblings. Ms Liong Chai Yin, Fiona and Ms Liong Cailin, Wendy are the
daughters of our Executive Chairman, Mr Liong Kiam Teck, and the nieces of our Deputy
Executive Chairman, Mr Neo Tiam Poon @ Neo Thiam Poon, our Chief Executive Officer and
Executive Director, Mr Neo Tiam Boon, PBM and our Executive Director, Mr Neo Thiam An.

Save as disclosed above, none of our Directors and Executive Officers are related either by
blood or by marriage to each other or to any Substantial Shareholder. To the best of our
knowledge and belief, there are no arrangements or understandings with any of our Substantial
Shareholders, customers, suppliers or others, pursuant to which any of our Directors and
Executive Officers was appointed as our Director or Executive Officer.

STAFF
As at 31 December 2010, we have a total headcount of 713 employees (including contract
workers). We do not experience any significant seasonal fluctuation in the number of our
employees. The relationship between our management and employees have always been good
and this is expected to continue. There has not been any incidence of labour disputes which
affected our operations. Our employees are not unionised and the number of temporary
employees employed by us during the periods under review was insignificant.

Our Group’s personnel structure by job functions as at the end of each of the last three financial
years is as follows:

                                                                    Number of Employees
                                                              (including contract workers) as at
                                                         31 December    31 December     31 December
Job Functions                                                2008           2009            2010

Real Estate Development                                         3              3               3
Construction / Engineering                                   809             777             665
Finance and Corporate Affairs                                 15              15              17
Human Resources and Administration                            20              18              16
Management                                                    12              12              12

Total                                                        859             825             713



The decrease in headcount in FY2010 over FY2009 was largely due to the decrease in the
number of contract workers mainly due to project completion and expiry of work permit.



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                            DIRECTORS, MANAGEMENT AND STAFF

COMPENSATION
The compensation paid or payable to each of our Directors and Executive Officers for services
rendered to us in all capacities for FY2009, FY2010 and as estimated for FY2011 (excluding
any bonus or profit sharing plan or any other profit-linked agreement(s) or arrangement(s)), in
bands of $250,000 per annum(1), are as follows:

                                                                                              FY2011
                                                                  FY2009          FY2010    (estimated)

Directors
Mr Liong Kiam Teck                                                Band II         Band II     Band II
Mr Neo Tiam Poon @ Neo Thiam Poon                                 Band II         Band II     Band II
Mr Neo Tiam Boon, PBM                                             Band I          Band II     Band II
Mr Neo Thiam An                                                   Band I          Band I      Band II
Mr Lim Hock Beng                                                   N.A.            N.A.       Band I
Mr Lee Ah Fong                                                     N.A.            N.A.       Band I
Mr Mervyn Goh Bin Guan                                             N.A.            N.A.       Band I

Executive Officers
Ms Yap Ming Choo                                                   N.A.           Band I      Band I
Mr Chow Yew Seng                                                  Band II         Band II     Band II
Mr Soong Kar Leong                                                Band I          Band I      Band I
Mr Goh Yong Joo                                                   Band I          Band I      Band I
Ms Liong Cailin, Wendy                                            Band I          Band I      Band I
Ms Liong Chai Yin, Fiona                                          Band I          Band I      Band I
Ms Phang Wai Seang                                                 N.A.            N.A.       Band I

Note:
(1)     Band I    :   Compensation of between S$0 and S$250,000 per annum
        Band II   :   Compensation of between S$250,001 and S$500,000 per annum

As at the Latest Practicable Date, save as required for compliance with the applicable laws of
Singapore, PRC, India and Cambodia, we have not set aside or accrued any amounts to
provide for pension, retirement or similar benefits for our employees.

RELATED EMPLOYEES
As at the Latest Practicable Date, other than our Directors and Executive Officers whose
relationship with one another and their remuneration are disclosed in the section entitled
“Directors, Management and Staff – Management” of this Prospectus, there are six other
employees who are related to our Directors and Substantial Shareholders. During FY2009 and
FY2010, there were nine such related employees.

For FY2009 and FY2010 and as estimated for FY2011, these related employees mentioned
above and our Executive Officers who are related to our Directors and Substantial Shareholders
received an aggregate remuneration (including benefits-in-kind) for services rendered in all
capacities of approximately S$596,557, S$627,091, and S$479,217 from our Group
respectively. The basis of determining their remuneration is the same as the basis of
determining the remuneration of other unrelated employees.


                                                    185
                          DIRECTORS, MANAGEMENT AND STAFF

The remuneration of employees who are related to our Directors and Substantial Shareholders
will be reviewed annually by our Remuneration Committee 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. In line with the Code of Corporate
Governance, our Company shall disclose in our annual report details of the remuneration of any
employee who is an immediate family member (as defined in the Listing Manual) of our
Directors, and whose remuneration exceeds S$150,000 during the relevant financial year. Any
bonuses, pay increases and/or promotions for these related employees will also be subject to
the review and approval of our Remuneration Committee. In addition, any employment of
related employees and the proposed terms of their employment will also be subject to the
review and approval of our Nominating Committee. In the event that a member of our
Remuneration Committee or Nominating Committee is related to the employee under review, he
will abstain from the review.

SERVICE AGREEMENTS
On 19 September 2011, our Company entered into a service agreement with each of our
Executive Chairman, Mr Liong Kiam Teck, our Deputy Executive Chairman, Mr Neo Tiam Poon
@ Neo Thiam Poon, our Chief Executive Officer and Executive Director, Mr Neo Tiam Boon,
PBM, and our Executive Director, Mr Neo Thiam An (collectively, the “Executives” and each, the
“Relevant Executive”). The Service Agreements are valid for an initial period of three years with
effect from the date of admission of our Company to the Official List of the SGX-ST (the
“Relevant Date”). Upon the expiry of the initial period of three years, the employment of each
Relevant Executive shall be renewed for a further three years on such terms as may be agreed
to by our Remuneration Committee unless either party notifies the other party by giving three
months’ written notice of its intention not to renew the employment.

During the initial period of three years, either party may terminate the Service Agreement by
giving to the other six months’ written notice or in lieu of such notice an amount equivalent to
six months’ salary based on the Relevant Executive’s last drawn monthly salary on a pro-rata
basis. Each Service Agreement may also be terminated by our Company forthwith upon notice
in writing to the Relevant Executive if the Relevant Executive:

(i)     becomes bankrupt or makes any arrangement or composition with his creditors generally;

(ii)    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;

(iii)   is or may be suffering from a mental disorder; or

(iv)    by reason of ill health or injury caused by his own default becomes unable to perform any
        of his duties under this Agreement for a period of 120 days or more.

In addition, at any time during the employment, our Company may terminate the Relevant
Executive’s employment with immediate effect if the Relevant Executive, in the reasonable
opinion of our Board, shall:

(i)     be guilty of any wilful misconduct in the discharge of his duties hereunder; or

(ii)    breach any material provision of this Agreement.




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                          DIRECTORS, MANAGEMENT AND STAFF

Without prejudice to any remedy which we may have against the Relevant Executive for breach
or non-performance of any of the provisions of his Service Agreement, such Service Agreement
may also be terminated by our Company forthwith upon notice to the Relevant Executive if he
is, in the reasonable opinion of the Board, incompetent in the performance of his duties.

Pursuant to the terms of the Service Agreements, our Executive Chairman, Mr Liong Kiam
Teck, our Deputy Executive Chairman, Mr Neo Tiam Poon @ Neo Thiam Poon, our Chief
Executive Officer and Executive Director, Mr Neo Tiam Boon, PBM, and our Executive Director,
Mr Neo Thiam An, will be entitled to receive an annual salary of S$360,000, S$216,000,
S$240,000 and S$216,000 respectively. In addition to this monthly salary, each Relevant
Executive shall also receive an annual incentive bonus (“Incentive Bonus”) of a sum calculated
based on the audited consolidated profit before income tax of our Group (after (i) deducting
profit before income tax attributable to minority interests (if any); (ii) excluding other
comprehensive income; and (iii) after taking into account the basic salary and benefits-in-kind
(before deducting for such Incentive Bonus) of our Group (“NPBT”), provided always that if the
employment is for less than a full financial year of our Group, the Incentive Bonus for that
financial year shall be apportioned in respect of the actual number of days of the employment
on the basis of a 365-day financial year. The Relevant Executive shall not be entitled to any
further remuneration by way of salary, annual wage supplement, benefits or compensation. The
details of the Incentive Bonus are as follows:

NPBT                                                    Incentive Bonus (as a % of NPBT)
                                                           Mr Neo Tiam
                                            Mr Liong       Poon @ Neo    Mr Neo Tiam        Mr Neo
                                            Kiam Teck       Thiam Poon   Boon, PBM         Thiam An

Where NPBT is S$4 million or less              Nil             Nil           Nil             Nil

Where NPBT is more than S$4 million but      0.94%            0.56%         0.94%           0.56%
equal to or less than S$7 million

Where NPBT is more than S$7 million but      1.25%            0.75%         1.25%           0.75%
equal to or less than S$10 million

Where NPBT is more than S$10 million         1.56%            0.94%         1.56%           0.94%

In addition, the Relevant Executive is entitled to the use of a car provided by our Company and
a country club membership. The car and country club membership and their related expenses
will be paid for by our Company. Also, all travelling and travel-related expenses, entertainment
expenses and other out-of-pocket expenses reasonably incurred by him in the process of
discharging his duty on our behalf will be borne by our Company.

Had the Service Agreements been in effect from 1 January 2010, the estimated aggregated
remuneration for the Executives would have been approximately S$2.8 million instead of S$1.1
million, and profit after taxation for FY2010 would have been approximately S$34.7 million
instead of approximately S$36.2 million.

Each Relevant Executive shall not during his employment under his Service Agreement, directly
or indirectly be engaged, concerned or interested in any business, trade or occupation which: (i)
is wholly or partly in competition with any business carried on by any Group Company by itself
or themselves or in partnership, common ownership or as a joint venture with any third party; or
(ii) as regard to any goods or services, is a supplier to or customer of any Group Company,
without the prior written consent of our Board.



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                        DIRECTORS, MANAGEMENT AND STAFF

Furthermore, during the period of 12 months after the ceasing of his employment under his
Service Agreement, each Relevant Executive shall not without our Company’s prior written
consent, amongst others: (i) directly or indirectly solicit, interfere with or endeavour to entice
away from any Group Company, any person who to his knowledge is now or has been a client,
customer or employee of, or in the habit of dealing with, any Group Company; (ii) save for his
current interests, directly or indirectly carry on or be engaged or concerned or interested in any
business which shall be in competition with the business carried on by any Group Company as
at the Relevant Date or as at the time of cessation of his employment (as the case may be) (the
“Relevant Business”); (iii) act as a director or otherwise of any other person, firm or company
engaging directly or indirectly in the Relevant Business which is in competition with the
business of any Group Company; and (iv) cause or permit any person or entity directly or
indirectly under his control or in which he has any beneficial interests to do any of the foregoing
acts or things. Each Relevant Executive is also bound under his Service Agreement not to
disclose any confidential information concerning the business or affairs of our Group.

Save as disclosed above, there are no other existing or proposed service contracts between our
Company and any Director of our Company. There is also no existing or proposed service
agreement entered into or to be entered into by our Directors with our Group which provide for
benefits upon termination of employment.

CORPORATE GOVERNANCE
Our Directors recognise the importance of corporate governance and in the offering of high
standards of accountability to our Shareholders. Accordingly, our Directors have established a
Nominating Committee, a Remuneration Committee and an Audit Committee. In addition, in
view of Mr Liong Kiam Teck’s appointment as our Executive Chairman and Mr Neo Tiam Boon,
PBM’s appointment as our Chief Executive Officer and Executive Director, we have appointed
Mr Lim Hock Beng as our Lead Independent Director. The Lead Independent Director will be
available to Shareholders where they have concerns which contact through the normal
channels of our Executive Chairman and Chief Executive Officer and Executive Director or
Chief Financial Officer has failed to resolve or for which such contact is inappropriate.

Nominating Committee
Our Nominating Committee comprises our Independent Directors, Mr Mervyn Goh Bin Guan
and Mr Lim Hock Beng and our Chief Executive Officer and Executive Director, Mr Neo Tiam
Boon, PBM. The chairman of our Nominating Committee is Mr Mervyn Goh Bin Guan. Our
Nominating Committee has been set up to be responsible for the nomination of Directors
(including Independent Directors of our Company) taking into consideration each Director’s
contribution, performance and ability to commit sufficient time and attention to the affairs of our
Group taking into consideration the Directors’ respective commitments outside our Group. Our
Nominating Committee is also charged with the responsibility of determining annually whether a
Director is independent.

Under our Articles of Association, at least one third of our Company’s Directors are required to
retire from office at every Annual General Meeting of our Company. Every Director must retire
from office at least once every three years. A retiring Director is eligible and may be nominated
for re-election.

Each member of our Nominating Committee shall abstain from voting on any resolution in
respect of the assessment of his performance, independence or re-nomination as Director.




                                               188
                        DIRECTORS, MANAGEMENT AND STAFF

Remuneration Committee
Our Remuneration Committee comprises our Independent Directors, Mr Lee Ah Fong, Mr Lim
Hock Beng and Mr Mervyn Goh Bin Guan. The chairman of our Remuneration Committee is Mr
Lee Ah Fong. Our Remuneration Committee will recommend to our Board of Directors a
framework of remuneration for our 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 our entire Board of Directors. All aspects of
remuneration, including but not limited to Directors’ fees, salaries, allowances and bonuses,
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 the 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 scope and level of responsibility. Each member of our Remuneration Committee
shall abstain from voting on any resolutions in respect of his remuneration package or that of
employees related to him.

Audit Committee
Our Audit Committee comprises our Independent Directors, Mr Lim Hock Beng, Mr Lee Ah
Fong and Mr Mervyn Goh Bin Guan. The chairman of our Audit Committee is Mr Lim Hock
Beng.

Our Audit Committee will assist our Board of Directors in discharging their 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 of Directors, our management and our
external auditors on matters relating to audit.

Our Audit Committee shall meet periodically and perform, amongst others, the following
functions:

(a)   review with the external auditors the audit plan, their evaluation of the system of internal
      accounting controls, their letter to management and the management’s response thereto;

(b)   review with independent internal auditors, the internal audit plan and their evaluation of
      the adequacy of our internal control and accounting system before submission of the
      results of such review to our Board of Directors for approval;

(c)   review the half-yearly and, where applicable, quarterly, and annual financial statements
      and any formal announcements relating to our Group’s financial performance before
      submission to our Board of Directors 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;

(d)   review the internal control procedures and ensure co-ordination between the external
      auditors and our management, review the assistance given by our management to the
      auditors, and discuss problems and concerns, if any, arising from the interim and final
      audits, and any matters which the auditors may wish to discuss (in the absence of our
      management, where necessary);

(e)   review and consider the appointment or re-appointment of the external auditors and
      matters relating to the resignation or dismissal of the auditors;


                                              189
                         DIRECTORS, MANAGEMENT AND STAFF

(f)   review interested person transactions (if any) falling within the scope of Chapter 9 of the
      Listing Manual;

(g)   review our Group’s hedging policies procedures and activities (if any) and monitor the
      implementation of the hedging procedure/ policies, including reviewing the instruments,
      processes and practices in accordance with any hedging policies approved by our Board
      of Directors;

(h)   review potential conflicts of interest, if any, and to set out a framework to resolve or
      mitigate such potential conflicts of interests;

(i)   undertake such other reviews and projects as may be requested by our Board of
      Directors, and report to our Board of Directors its findings from time to time on matters
      arising and requiring the attention of our Audit Committee;

(j)   review and discuss with investigators, any suspected fraud, irregularity or infringement of
      any relevant laws, rules or regulations, which has or is likely to have a material impact on
      our Group’s operating results or financial position and our management’s response
      thereto; and

(k)   generally undertake such other functions and duties as may be required by statute or the
      Listing Manual, or by such amendments as may be made thereto from time to time.

Apart 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 which has or is likely
to have a material impact on our Group’s operating results and/or financial position.

Our Audit Committee will be appointing a third party professional firm to review the internal
control processes and procedures of our Group after our Company is listed on the Official List
of the SGX-ST.

In addition, all future transactions with related parties shall comply with the requirements of the
Listing Manual. As required by paragraph 1(9)(e) of Appendix 2.2 of the Listing Manual, our
Directors shall abstain from voting in respect of any contract or arrangement or proposed
contract or arrangement in which he has directly or indirectly a personal material interest.

Our Audit Committee, after having: (a) conducted interviews with Ms Yap Ming Choo; (b)
considered the qualifications and past working experience (including her prior experience as
head of the finance department of 2 companies listed on the SGX-ST) of Ms Yap Ming Choo
(as described in the section entitled “Directors, Management and Staff – Management” section
of this Prospectus); (c) observed Ms Yap Ming Choo’s abilities, familiarity and diligence in
relation to the financial matters and information of our Group; and (d) noted the absence of
negative feedback on Ms Yap Ming Choo from Deloitte & Touche LLP, our Group’s Auditors and
Reporting Accountants, is of the view that Ms Yap Ming Choo is suitable for the position of Chief
Financial Officer of our Group.




                                                190
                         DIRECTORS, MANAGEMENT AND STAFF

BOARD PRACTICES
Term of office
The period of which each of our Directors has served in office in our Company as at the Latest
Practicable Date are as follows:

Name                                                                   Date of commencement

Mr Liong Kiam Teck                                                          7 March 2011
Mr Neo Tiam Poon @ Neo Thiam Poon                                           7 March 2011
Mr Neo Tiam Boon, PBM                                                       7 March 2011
Mr Neo Thiam An                                                             7 March 2011
Mr Lim Hock Beng                                                         20 September 2011
Mr Lee Ah Fong                                                           20 September 2011
Mr Mervyn Goh Bin Guan                                                   20 September 2011

Pursuant to Section 153 of the Companies Act, no person of or over the age of 70 years shall
be appointed or act as a director of a public company or of a subsidiary of a public company.
Notwithstanding this, Mr Lim Hock Beng may, pursuant to the same section of the Companies
Act, by an ordinary resolution passed at an annual general meeting of our Company be
appointed or re-appointed as a director of our Company to hold office or be authorised to
continue in office as a director of our Company, until the next annual general meeting of our
Company.

Our Directors have no fixed terms of office. They are however subject to retirement by rotation
in accordance with Articles 89 to 91 of our Articles of Association which have been extracted
and set out in Annex E of this Prospectus.

We have also put in place a Nominating Committee, a Remuneration Committee and an Audit
Committee, the details of the duties of the committees are set out in the section entitled
“Directors, Management and Staff – Corporate Governance” of this Prospectus.




                                             191
       INTERESTED PERSON TRANSACTIONS AND POTENTIAL CONFLICTS
                            OF INTEREST

INTERESTED PERSON TRANSACTIONS
In general, transactions between our Group and any of its interested persons (namely, the
Directors or Controlling Shareholders of our Company or their associates (as defined in the
Listing Manual)) are known as interested person transactions. The following is a discussion on
the material interested person transactions of our Group for the last three financial years and for
the period thereafter up to the Latest Practicable Date.

Save as disclosed below and in the section entitled “Restructuring Exercise” of this Prospectus,
none of our Directors or Controlling Shareholders or their associates (as defined in the Listing
Manual) was or is interested in any material transactions undertaken by us for the last three
financial years and for the period thereafter up to the Latest Practicable Date.

Interested Persons
The following is a list of the interested persons, as discussed in this Section, who transacted
with our Group during the last three financial years and for the period thereafter up to the Latest
Practicable Date:

(1)   Mdm Phan Fong Ying, the wife of our Executive Chairman, Mr Liong Kiam Teck.

(2)   Mr Neo Tiam Chuan, the brother of our Executive Directors.

(3)   Dr Neo Tiam Soon, one of the doctors on our panel of approved doctors, who is the
      brother of our Executive Directors.

(4)   SinoTac Group, a company that is owned collectively by our Executive Directors
      (97.18%), and their brother, Mr Neo Kian Lee (2.83%). SinoTac Group is an investment
      holding company with interests mainly in manufacturing, travel and hospitality and
      dormitory-related businesses.

(5)   Gateway Hotel, a wholly-owned subsidiary of SinoTac Group. Gateway Hotel is in the
      hospitality industry and manages a hotel owned by SinoTac Group at 60 Joo Chiat Road.

(6)   Prestige Resources, a wholly-owned subsidiary of SinoTac Group. Prestige Resources is
      an operator of workers’ dormitories.

(7)   C&E Holidays, a company that is owned by SinoTac Group (approximately 51.44%), our
      Chief Executive Officer and Executive Director, Mr Neo Tiam Boon, PBM (approximately
      43.76%) and his brother, Mr Liong Thiam Keong Peter (approximately 3.48%). C&E
      Holidays is in the travel industry and is primarily involved in wholesale air-ticketing.

(8)   Sino Tac Resources, a company that is owned by SinoTac Group (85%). Sino Tac
      Resources is in the business of distributing lubricant products and holds the sole
      distributorship to several lubricant products in Singapore.

(9)   Alliance Development Pte. Ltd. (“Alliance Development”), a wholly-owned subsidiary of
      SinoTac Group. Alliance Development is a dormant investment holding company.




                                               192
       INTERESTED PERSON TRANSACTIONS AND POTENTIAL CONFLICTS
                            OF INTEREST

(10)   TAC Alliance, a wholly-owned subsidiary of SinoTac Group. TAC Alliance is an operator of
       workers’ dormitories.

(11)   Cadence Properties, a company that is wholly owned by Our Executive Chairman, Mr
       Liong Kiam Teck. Cadence Properties is a dormant investment holding company.

(12)   Centennial Investments (Singapore) Private Limited (“Centennial          Investments”), a
       company that is partially owned by our Executive Chairman, Mr Liong      Kiam Teck (50%).
       Centennial Investments is currently a dormant investment holding          company. It was
       incorporated to undertake the design and build of a fuel ethanol plant   in Thailand which
       has since been completed.

(13)   Checkers Inn, a wholly-owned subsidiary of SinoTac Group. Checkers Inn is in the
       hospitality industry and manages a backpackers inn in Little India owned by SinoTac
       Group.

(14)   TAC Marketing Pte Ltd (“TAC Marketing”), a company that is owned collectively by our
       Executive Directors, Mr Liong Kiam Teck (64.91%) and Mr Neo Thiam An (35.09%). TAC
       Marketing is an investment holding company with interests primarily in alcohol distillery
       plants in the PRC.

(15)   Tacwealth Sdn Bhd (“Tacwealth Brunei”), a company that is partially owned by our
       Executive Chairman, Mr Liong Kiam Teck (50%). Tacwealth Brunei is a company
       incorporated in Brunei for the purpose of providing construction services in Brunei.

(16)   Perspective Development Pte. Ltd. (“Perspective Development”), formerly a wholly-owned
       subsidiary of Sino Holdings. Sino Holdings disposed of its entire shareholding in
       Perspective Development to SinoTac Group on 23 September 2010 SinoTac Group is a
       company that is owned collectively by our Executive Directors (97.18%), and their
       brother, Mr Neo Kian Lee (2.83%). Subsequently on 28 December 2010, SinoTac Group
       disposed of its entire shareholding in Perspective Development to our Executive
       Directors, Mr Liong Kiam Teck (50%) and Mr. Neo Tiam Boon, PBM (50%). Perspective
       Development is currently a dormant investment holding company. It was incorporated to
       undertake the development of service apartments which did not materialise.

(17)   Manswork Employment Agency which is collectively owned by our Executive Directors,
       Mr Neo Tiam Boon, PBM (50%) and Mr Neo Thiam An (40%). Manswork Employment
       Agency is in the business of supplying and sourcing for skilled foreign labour.

(18)   Matsushita Greatwall, which is owned by SinoTac Group (approximately 62.43%), TAC
       Marketing (approximately 3.90%), and Mr Liong Thiam Keong Peter (a brother of our
       Executive Directors) (approximately 24.47%). Matsushita Greatwall is a manufacturer and
       distributor of home furnishings and bedding products.




                                              193
      INTERESTED PERSON TRANSACTIONS AND POTENTIAL CONFLICTS
                           OF INTEREST

Past Interested Person Transactions
(A)   Advances extended to and from our Executive Directors
      From time to time, our Executive Directors have each extended non-trade related
      advances to and made payments on behalf of our Group for working capital and other
      general purposes. These advances and payments on behalf of our Group were
      unsecured, interest-free and repayable on demand, and were therefore not on an arm’s
      length basis.

      Further, our Group also made non-trade related advances to, and made payments on
      behalf of our Executive Directors from time to time. These advances and payments on
      behalf of our Executive Directors were unsecured, interest-free and repayable on
      demand, and were therefore not on an arm’s length basis.

      The details of the aggregate amounts owing from or to our Executive Directors for the
      last three financial years and for the period thereafter up to the Latest Practicable Date
      are as follows:

                                                                                              Largest
                                                                                              amount
                                                                                            outstanding
                                                                                               from 1
                                                                                              January
                                                                               As at the    2008 to the
                                    As at 31        As at 31       As at 31      Latest        Latest
                                   December        December       December    Practicable   Practicable
      Executive    Due from /         2008            2009           2010        Date          Date (2)
      Director     (to)             (S$’000)        (S$’000)       (S$’000)    (S$’000)       (S$’000)

      Mr Liong     Grovehill           2,172            2,172          –          –           2,172
      Kiam Teck
                   Sino Tac                3               3           –          –               3
                   Holding

                   Tiong Aik              16              16           –          –              16
                   Holding

                   Tiong Aik             749(1)          724(1)        –          –             749
                   Construction

                   Sino Holdings           –               –        461           –             461

      Mr Neo       Sino Holdings         100             100          13          –             100
      Tiam Poon
      @ Neo        Tiong Aik              50              50           –          –              50
      Thiam Poon   Holding




                                                  194
INTERESTED PERSON TRANSACTIONS AND POTENTIAL CONFLICTS
                     OF INTEREST

                                                                                          Largest
                                                                                          amount
                                                                                        outstanding
                                                                                           from 1
                                                                                          January
                                                                           As at the    2008 to the
                                  As at 31      As at 31     As at 31        Latest        Latest
                                 December      December     December      Practicable   Practicable
Executive       Due from /          2008          2009         2010          Date          Date (2)
Director        (to)              (S$’000)      (S$’000)     (S$’000)      (S$’000)       (S$’000)

Mr Neo Tiam     Grovehill               100          100          –            –            100
Boon, PBM
                Aston Air               300          300          –            –            300
                Control

                Credence                 46           46          –            –              46
                Engineering

                SinoTac
                Builder’s               127          127          –            –            127

                Sino Holdings             –          300          –            –            300

                Tiong Aik               324          252          –            –            324
                Construction

                Tiong Aik               338          338          –            –            338
                Resources

                Meadows                Not           Not          3            –               3
                Investment       meaningful    meaningful

Mr Neo          Tiong Aik
Thiam An        Holding                  50           50          –            –              50

Notes:
(1)   Includes an advance of approximately S$103,000 due to Mdm Phan Fong Ying which was subsequently
      assigned to Mr Liong Kiam Teck.

(2)   Based on month end balances.

As at the Latest Practicable Date, all amounts owing from or to these Executive Directors
have been repaid.

Following the admission of our Company to the Official List of the SGX-ST, our Group
does not intend to enter into similar transactions with such Executive Directors and/or
their associates.




                                              195
      INTERESTED PERSON TRANSACTIONS AND POTENTIAL CONFLICTS
                           OF INTEREST

(B)   Sale of properties to our Executive Directors and/or their associates
      During the last three financial years ended 31 December 2010 and the period
      commencing 1 January 2011 to the Latest Practicable Date, we sold various properties
      from our projects to our Executive Directors and their associates. The details of such
      transactions are as follows:

        Year of                                                   Description of           Net purchase price (1)
       purchase           Name of purchaser(s)                      property                     (S$’000)

            2010         Mr Neo Tiam Boon, PBM               Estilo                                    519
                                                             73 Wilkie Road #02-09

            2010         Mr Liong Kiam Teck                  Parc Seabreeze                           1,399
                                                             532 Joo Chiat Road #06-02

            2010         Mr Neo Thiam An                     Parc Seabreeze                           1,551
                                                             532 Joo Chiat Road #13-02

            2010         Mr Neo Tiam Poon @                  Coralis                                   618
                         Neo Thiam Poon                      530 Joo Chiat Road #07-07

            2010         Ms Liong Chai Yin, Fiona and        Coralis                                   559
                         Ms Liong Cailin, Wendy              530 Joo Chiat Road #03-01

            2010         Mr Neo Tiam Chuan                   26 Chiap Guan Avenue                     2,000

      Note:
      (1)     The net purchase prices were at discounts of between 10% and 20% off the list prices.

      The sale of the units in the above specified projects were at discounts to the list prices,
      and the sale prices were lower than that of comparable units which were sold to
      unrelated third parties at the relevant times. As such, the aforesaid transactions were not
      conducted on an arm’s length basis.

      Following the admission of our Company to the Official List of the SGX-ST, we may
      continue to sell properties from our projects to interested persons. We would, in respect
      of such transactions, comply with the guidelines and procedures for interested person
      transactions as set out in the section entitled “Interested Person Transactions and
      Potential Conflicts of Interest – Guidelines and Review Procedures for Future Interested
      Person Transactions” of this Prospectus and the applicable listing rules in Chapter 9 of
      the Listing Manual.

(C)   Transaction with Gateway Hotel
      Gateway Hotel disposed of its entire shareholding of 216,000 shares, representing
      approximately 18% of the total shareholding in Tiong Aik Resources to Tiong Aik
      Construction on 18 October 2010 for a total consideration of S$1,944,000 to rationalise
      all activities related to the construction business into our Group. We believe that the
      disposal had been carried out on an arm’s length basis as it was based on the revalued
      NAV of Tiong Aik Resources after taking into consideration an independent valuation of
      Tiong Aik Resources’ properties (the piece of land that is currently occupied by the Test
      Centre in India) at the time of such disposal to determine the basis for the aggregate
      consideration paid. As at the Latest Practicable Date, the consideration for this sale has
      not been paid by our Group. The amount outstanding is on an interest-free basis
      repayable, at the option of our Group.

                                                       196
      INTERESTED PERSON TRANSACTIONS AND POTENTIAL CONFLICTS
                           OF INTEREST

(D)   Transactions with SinoTac Group
      Alliance Development and Perspective Development were both formerly wholly-owned
      subsidiaries of Sino Holdings. Sino Holdings disposed of its entire shareholding in
      Alliance Development (which was incorporated as a shell company and has been inactive
      since incorporation) to SinoTac Group on 26 October 2010 for a total consideration of
      S$1.00, and also disposed of its entire shareholding in Perspective Development to
      SinoTac Group on 23 September 2010 for a total consideration of S$2.00. We believe
      that the acquisitions and disposals had not been carried out on an arm’s length basis as
      there was no valuation conducted on the value of the shares in Alliance Development or
      Perspective Development at the time of such acquisitions and disposals to determine the
      basis for the aggregate consideration paid, and did not take into account the net book
      values of the respective entities.

      During the last three financial years ended 31 December 2010, some of our subsidiaries
      have also engaged SinoTac Group to provide a variety of services, including accounting
      and administrative support services, project management and marketing services for our
      real estate development projects and incurred interest on loans granted by SinoTac
      Group to Grovehill. The aggregate amounts for such transactions are set out below:

                                                                               1 January 2011
                                                                               up to the Latest
                                                                                 Practicable
                                             FY2008     FY2009      FY2010           Date
                                             (S$’000)   (S$’000)    (S$’000)       (S$’000)

      Aggregate fees and interest incurred    2,696      1,512       1,156            –

      Our Directors are of the opinion that the fees for the provision of these aforementioned
      services were not on an arm’s length basis as we did not procure any comparable quotes
      for the provisions of such services from unrelated third parties. Beginning on and from 1
      January 2011, we have ceased engaging SinoTac Group to provide such services as we
      have since segregated the relevant resources between our Group and SinoTac Group
      such that we are able to perform these functions in-house. The interest on loans granted
      by SinoTac Group to Grovehill was on an arm’s length basis and the interest rates
      charged were based on SinoTac Group’s costs of funds at the time of the loans.

(E)   Advances extended to and from and payments made on behalf of our Group by
      Interested Persons (other than our Executive Directors)
      Advances have been extended to and from interested persons as well as payments have
      been made by interested persons on behalf of our Group to third parties for general
      operating and banking expenses from time to time. Our Directors are of the opinion that
      advances extended to and from interested persons and the payments made on behalf of
      our Group by such interested persons were not on an arm’s length basis as there were
      no fees charged for such transactions.




                                                  197
INTERESTED PERSON TRANSACTIONS AND POTENTIAL CONFLICTS
                     OF INTEREST

Further, payments and advances have also been made to third parties by our Group on
behalf of interested persons for general operating expenses from time to time. Our
Directors are of the opinion that the payments made by our Group on behalf of such
interested were not on an arm’s length basis are there were no fees charged for such
transactions.

The details of the aggregate amounts owing to and from such interested persons for the
last three financial years and for the period thereafter up to the Latest Practicable Date
are as follows:

                                                                                  Largest
                                                                                  amount
                                                                   As at the    outstanding
                        As at 31     As at 31        As at 31       Latest       in period
Due (to) / from        December     December        December      Practicable      under
Interested                2008         2009            2010          Date          review
Person                  (S$’000)     (S$’000)        (S$’000)      (S$’000)       (S$’000)

SinoTac Group            1,576          1,772              (59)      (60)           1,772

Gateway Hotel                –                (3)            –         –                (3)

Prestige Resources        (264)          (233)             (17)        –             (264)

C&E Holidays             1,231          1,230             Not          –            1,231
                                                    meaningful

Sino Tac Resources           0                 0             5         –                 5

Alliance Development         1                 3             0         –                 3

TAC Alliance                (1)               16             0         –               16

Cadence Properties           –            Not             Not          –              Not
                                    meaningful      meaningful                  meaningful

Centennial                790             790                –         –              790
Investments

Checkers Inn                 –                50             –         –               50

TAC Marketing                –                50             –         –               50

Tacwealth Brunei           64                 64             –         –               64

Perspective             (7,459)         (7,256)          (532)      (532)           (7,459)
Development




                                        198
      INTERESTED PERSON TRANSACTIONS AND POTENTIAL CONFLICTS
                           OF INTEREST

      Save for the outstanding amount owing to SinoTac Group and Perspective Development,
      at the Latest Practicable Date, all the advances extended to and from such interested
      persons and payments made by or on behalf of such interested persons have been
      repaid. The outstanding amounts owing to Perspective Development and SinoTac Group
      are on an interest-free basis repayable at the option of our Group. Following the
      admission of our Company to the Official List of the SGX-ST, our Group does not intend
      to enter into similar transactions with such interested persons.

(F)   Vehicle rental to C&E Holidays
      Our Group leased a vehicle to C&E Holidays during the last three financial years ended
      31 December 2010 and the period commencing 1 January 2011 to the Latest Practicable
      Date. The aggregate amounts paid to our Group for this lease are set out below:

                                                                              1 January 2011
                                                                              up to the Latest
                                                                                Practicable
                                        FY2008        FY2009       FY2010           Date
                                        (S$’000)      (S$’000)     (S$’000)       (S$’000)

      Aggregate fees charged               6             8            8              1

      The rental and other terms and conditions of the abovementioned lease agreed between
      our Group and C&E Holidays were not on an arm’s length basis. As at the Latest
      Practicable Date, the lease has been terminated and such vehicle has been sold by our
      Group to our Chief Executive Officer, Mr Neo Tiam Boon, PBM. For further details of such
      sale, please refer to the section entitled “Interested Person Transactions and Potential
      Conflicts of Interests – Past Interested Person Transactions – Sale of vehicles to
      Interested Persons” of this Prospectus.

(G)   Lease of property to Sino Tac Resources
      Our Group leased an approximate floor area of 132 sq m of our premises at #03-16 New
      World Centre to Sino Tac Resources for use by it as an office space. The aggregate
      annual rental charged by our Group to Sino Tac Resources during the last three financial
      years ended 31 December 2010 in respect of such lease was as follows:

                                                      FY2008       FY2009        FY2010
                                                      (S$’000)     (S$’000)      (S$’000)

      Aggregate rental fees charged                     28            35             3

      Such rental rates were mutually agreed between the parties based on preferential rates
      and were therefore not carried out on an arm’s length basis. Such lease has been
      terminated in February 2010.




                                               199
      INTERESTED PERSON TRANSACTIONS AND POTENTIAL CONFLICTS
                           OF INTEREST

(H)   Sale of vehicles to Interested Persons
      During the last three financial years ended 31 December 2010 and the period
      commencing 1 January 2011 to the Latest Practicable Date, we sold vehicles owned by
      our Group to interested persons, the details of which are as follows:

                                                                                                 Sale price
      Date of sale                  Name of purchaser              Description of vehicle         (S$’000)

      2 February 2011             Mr Neo Tiam Boon, PBM               Mitsubishi Lancer              37
      2 February 2011                     TAC Alliance                 BMW 7 Series                 113
      2 February 2011          Manswork Employment Agency              Honda Stream                  68
      31 May 2011                   Mr Liong Kiam Teck                 Lexus ES300F                  51

      Our Directors are of the opinion that the sale of the vehicles were on normal commercial
      terms and on arm’s length basis and based on the then prevailing market prices of such
      vehicles, and as such, the aforesaid transactions were conducted on an arm’s length
      basis. Following the admission of our Company to the Official List of the SGX-ST, our
      Group does not intend to enter into similar transactions with such interested persons.

(I)   Personal guarantees given by our Directors
      During the last three financial years ended 31 December 2010 and the period
      commencing 1 January 2011 to the Latest Practicable Date, our Executive Directors have
      each provided personal guarantees for credit facilities granted to our Group, details of
      which are set out below:
                                                Largest
                                                Amount
                                              Guaranteed       Amount
                                                 from 1       guaranteed
                                             January 2008      as at the
                                             to the Latest      Latest
                                              Practicable     Practicable
                                                  Date           Date        Facility for      Purpose of
      Bank           Guarantors                (S$’000) (1)    (S$’000)        use by            facility

      UOB            Mr Liong Kiam Teck,            7,518         –         Tiong Aik       Land loan and
                     Mr Neo Tiam Poon @                                     Investments     construction loan
                     Neo Thiam Poon and
                     Mr Neo Thiam An

      OCBC           Mr Liong Kiam Teck,           33,044         –         Tiong Aik       Land loan,
      Bank           Mr Neo Tiam Poon @                                     Investments     construction loan,
                     Neo Thiam Poon and                                                     specific advance
                     Mr Neo Thiam An                                                        facility and
                                                                                            banker’s
                                                                                            guarantee

      OCBC           Mr Liong Kiam Teck,            5,700         –         Tiong Aik       Land loan and
      Bank           Mr Neo Tiam Poon @                                     Development     construction loan
                     Neo Thiam Poon and
                     Mr Neo Thiam An

      OCBC           Mr Liong Kiam Teck          163,137          –         Grovehill       Land loan,
      Bank           and Mr Neo Tiam                                                        construction loan
                     Poon @ Neo Thiam                                                       and interest
                     Poon                                                                   rate derivative

      Note:
      (1)   Based on month end balances.

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      INTERESTED PERSON TRANSACTIONS AND POTENTIAL CONFLICTS
                           OF INTEREST

      The largest aggregate amount guaranteed on all the abovementioned facilities during the
      last three financial years and up to the Latest Practicable Date (based on month end
      balances) was approximately S$209,399,000. As no fee was paid to our Executive
      Directors for the provision of the guarantees, the above arrangements were not carried
      out on an arm’s length basis but were not prejudicial to the interests of our Group. All of
      the guarantees set out above have been discharged as at the Latest Practicable Date.

(J)   Corporate guarantee given by Sino Holdings
      Sino Holdings had entered into a corporate guarantee in favour of UOB to secure bank
      loans amounting to approximately S$9,000,000, which were provided to Perspective
      Development for the purchase of land. The largest amount guaranteed on the
      abovementioned facility during the relevant period was approximately S$9,000,000. As no
      fee was paid to Sino Holdings for the provision of the corporate guarantee, the above
      arrangement was not carried out on an arm’s length basis. As at the Latest Practicable
      Date, the above guarantee has been discharged. Following the admission of our
      Company to the Official List of the SGX-ST, our Group does not intend to provide such
      guarantees in relation to interested persons.

On-going Interested Person Transactions
(A)   Personal Guarantees given by our Directors
      As at the Latest Practicable Date, our Executive Directors have each provided personal
      guarantees for credit facilities granted to our Group and our associated companies,
      details of which are set out below:

                                          Largest
                                          amount
                                        guaranteed      Amount
                                           from 1      guaranteed
                                       January 2008     as at the
                                       to the Latest     Latest
                                        Practicable    Practicable
                                            Date          Date        Facility for      Purpose of
      Bank       Guarantors              (S$’000)       (S$’000)        use by            facility

      UOB        Mr Liong Kiam Teck        139,768       139,768     Grovehill       Real estate
                 and Mr Neo Tiam                                                     financing
                 Poon @ Neo Thiam
                 Poon

      UOB        Mr Liong Kiam Teck         63,464       63,464      Meadows         Real estate
                                                                     Property        financing

      UOB        Mr Liong Kiam Teck         84,691       84,691      Tiong Aik       General working
                 and Mr Neo Tiam                                     Construction    capital facility/
                 Poon @ Neo Thiam                                                    Construction
                 Poon                                                                financing

      UOB        Mr Liong Kiam Teck,        36,700       36,700      Sino Holdings   Real estate
                 Mr Neo Tiam Poon @                                                  financing
                 Neo Thiam Poon and
                 Mr Neo Thiam An




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INTERESTED PERSON TRANSACTIONS AND POTENTIAL CONFLICTS
                     OF INTEREST

                                   Largest
                                   amount
                                 guaranteed      Amount
                                    from 1      guaranteed
                                January 2008     as at the
                                to the Latest     Latest
                                 Practicable    Practicable
                                     Date          Date        Facility for      Purpose of
Bank      Guarantors              (S$’000)       (S$’000)        use by            facility

DBS       Mr Liong Kiam Teck          5,500         5,500     Tiong Aik       General working
          and Mr Neo Tiam                                     Construction    capital financing
          Poon @ Neo Thiam
          Poon

HLF       Mr Liong Kiam Teck          3,450         3,450     Quest Homes     Real estate
          and Mr Neo Tiam                                                     financing
          Boon, PBM

HLF       Mr Liong Kiam Teck          1,480         1,480     Tiong Aik       Mortgage
          and Mr Neo Tiam                                     Construction    financing
          Poon @ Neo Thiam
          Poon

Maybank   Mr Liong Kiam Teck,        31,360         1,000     Sino Holdings   Mortgage
          Mr Neo Tiam Poon @                                                  financing/ Real
          Neo Thiam Poon and                                                  estate financing
          Mr Neo Thiam An

Maybank   Mr Liong Kiam Teck,        53,000        53,000     Tiong Aik       General working
          Mr Neo Tiam Poon @                                  Construction    capital/
          Neo Thiam Poon and                                                  Construction
          Mr Neo Thiam An                                                     financing

Maybank   Mr Liong Kiam Teck,         3,200         3,200     Tiong Aik       Mortgage
          Mr Neo Tiam Poon @                                  Holding         financing
          Neo Thiam Poon and
          Mr Neo Thiam An

Maybank   Mr Liong Kiam Teck,        38,435        38,435     Tiong Aik       Real estate
          Mr Neo Tiam Poon @                                  Investments     financing
          Neo Thiam Poon and
          Mr Neo Thiam An

OCBC      Mr Liong Kiam Teck          2,300         2,300     Aston Air       General working
Bank      and Mr Neo Tiam                                     Control         capital
          Boon, PBM

OCBC      Mr Liong Kiam Teck         46,272        46,272     Meadows         Real estate
Bank                                                          Bright          financing
                                                              Development

OCBC      Mr Liong Kiam Teck,       109,521       109,521     Sino Holdings   General working
Bank      Mr Neo Tiam Poon @                                                  capital/ Real
          Neo Thiam Poon and                                                  estate financing
          Mr Neo Thiam An

OCBC      Mr Neo Tiam Poon @          1,890         1,890     SinoTac         General working
Bank      Neo Thiam Poon and                                  Builder’s       capital/ Mortgage
          Mr Neo Tiam Boon,                                                   financing
          PBM




                                       202
INTERESTED PERSON TRANSACTIONS AND POTENTIAL CONFLICTS
                     OF INTEREST

                                       Largest
                                       amount
                                     guaranteed      Amount
                                        from 1      guaranteed
                                    January 2008     as at the
                                    to the Latest     Latest
                                     Practicable    Practicable
                                         Date          Date       Facility for      Purpose of
Bank          Guarantors              (S$’000)       (S$’000)       use by            facility

OCBC          Mr Liong Kiam Teck,        50,538       39,249      Sino Tac       Real estate
Bank          Mr Neo Tiam Poon @                                  Holding        financing
              Neo Thiam Poon and
              Mr Neo Thiam An

OCBC          Mr Liong Kiam Teck,        59,971       52,271      Meadows        Real estate
Bank          Mr Neo Tiam Poon @                                  Investment     financing
              Neo Thiam Poon and
              Mr Neo Thiam An

OCBC          Mr Liong Kiam Teck,        54,000       54,000      Tiong Aik      General working
Bank          Mr Neo Tiam Poon @                                  Construction   capital/
              Neo Thiam Poon and                                                 Construction
              Mr Neo Thiam An                                                    financing

The           Mr Liong Kiam Teck,        44,774       9,000       Tiong Aik      Construction
Hongkong      Mr Neo Tiam                                         Construction   financing
and           Poon @ Neo Thiam
Shanghai      Poon and Mr Neo
Banking       Thiam An
Corporation
Limited

For additional information on the facilities secured by the above guarantees, please refer
to the section entitled “Capitalisation and Indebtedness” of this Prospectus.

The largest aggregate amount guaranteed on all the abovementioned facilities during the
relevant period was S$830,314,000 based on month end balances. The total amount
guaranteed on all the abovementioned facilities as at the Latest Practicable Date was
S$745,191,000.

As no fee was paid to our Executive Directors for the provision of the guarantees, the
above arrangements were not carried out on an arm’s length basis.

Following the admission of our Company to the Official List of the SGX-ST, we intend to
request for the discharge of the above personal guarantees provided by our Executive
Directors, and replace them with corporate guarantees provided by our Group. We do not
expect the revised terms and conditions of the credit facilities, following the discharge of
the guarantees and the replacement with corporate guarantees by us, to have a material
adverse impact on our Group. In the event that the relevant financial institution does not
agree to the substitution of the personal guarantees provided by our Executive Directors
and we are unable to secure alternative credit facilities on similar terms, our Executive
Directors have undertaken to continue to provide the relevant personal guarantees until
such time when we are able to secure suitable alternative facilities at no less favourable
terms from other financial institutions.



                                           203
      INTERESTED PERSON TRANSACTIONS AND POTENTIAL CONFLICTS
                           OF INTEREST

(B)   Provision of medical consultation services to our Group
      As part of our employee remuneration package, we subsidise the medical consultation
      fees incurred by employees of our Group. One of the doctors on our panel of approved
      doctors is Dr Neo Tiam Soon, who is the brother of our Executive Directors.

      Dr Neo Tiam Soon provides medical consultation services to employees of our Group
      and is the appointed doctor for pre-employment medical check-ups for all our employees.
      Details of the fees incurred by our Group to Dr Neo Tiam Soon during the last three
      financial years ended 31 December 2010 and the period commencing 1 January 2011 to
      the Latest Practicable Date are set out below:

                                                                               1 January 2011
                                                                               up to the Latest
                                                                                 Practicable
                                        FY2008        FY2009        FY2010           Date
                                        (S$’000)      S$’000)       (S$’000)       (S$’000)

      Aggregate fees incurred              83            77            81            48

      Our Directors are of the opinion that the fees incurred for the provision of such medical
      consultation services are reasonable, on normal commercial terms and on arm’s length
      basis as such fees are comparable to those charged by other unrelated third party
      general practitioners. Going forward we intend to continue to engage the services of Dr
      Neo Tiam Soon.

      We would, in respect of all transactions with Dr Neo Tiam Soon, comply with the
      guidelines and procedures for interested person transactions as set out in the section
      entitled “Interested Person Transactions and Potential Conflicts of Interest – Guidelines
      and Review Procedures for Future Interested Person Transactions” of this Prospectus
      and the applicable listing rules in Chapter 9 of the Listing Manual.

(C)   Provision of employment consultancy services by Manswork Employment Agency
      During the last three financial years ended 31 December 2010 and the period
      commencing 1 January 2011 to the Latest Practicable Date, some of our subsidiaries
      engaged Manswork Employment Agency to provide employment consultancy services
      (including services relating to renewal of work permits for the foreign workers employed
      by our Group). The aggregate amounts for such transactions are set out below:

                                                                               1 January 2011
                                                                               up to the Latest
                                                                                 Practicable
                                        FY2008        FY2009        FY2010           Date
                                        (S$’000)      (S$’000)      (S$’000)       (S$’000)

      Aggregate fees incurred              52            66            38            26

      Our Directors are of the opinion that the fees for the provision of these employment
      consultancy services are reasonable, on normal commercial terms and on arm’s length
      basis as the fees are comparable to those charged by other unrelated third party
      employment agencies. Going forward we intend to continue to engage the services of
      Manswork Employment Agency.



                                             204
      INTERESTED PERSON TRANSACTIONS AND POTENTIAL CONFLICTS
                           OF INTEREST

      Following the admission of our Company to the Official List of the SGX-ST, we would, in
      respect of all transactions with Manswork Employment Agency, comply with the
      guidelines and procedures for interested person transactions as set out in the section
      entitled “Interested Person Transactions and Potential Conflicts of Interest – Guidelines
      and Review Procedures for Future Interested Person Transactions” of this Prospectus
      and the applicable listing rules in Chapter 9 of the Listing Manual.

(D)   Transactions with SinoTac Group
      SinoTac Group has issued a corporate guarantee in favour of OCBC Bank to secure
      bank facilities amounting to approximately S$2,300,000 which are provided to Aston Air
      Control, in relation to certain overdraft facilities and banker’s guarantee line. The largest
      amount guaranteed on the abovementioned facility during the relevant period was
      approximately S$2,300,000. As no fee was paid to SinoTac Group for the provision of the
      corporate guarantee, the above arrangement was not carried out on an arm’s length
      basis. Following the admission of our Company to the Official List of the SGX-ST, we
      intend to request for the discharge of the above corporate guarantee provided by SinoTac
      Group and replace it with a corporate guarantee provided by our Group. We do not
      expect the revised terms and conditions of the credit facilities, following the discharge of
      the current corporate guarantee and the replacement with a corporate guarantee by us,
      to have a material adverse impact on our Group. In the event that OCBC Bank does not
      agree to the release of the above corporate guarantee, SinoTac Group will continue to
      provide such guarantee until such time when we are able to secure suitable alternative
      facilities at no less favourable terms from other financial institutions.

      Our Group has leased an approximate floor area of 74 sq m of our premises at #03-03
      New World Centre to SinoTac Group. The aggregate of the annual rental and the related
      maintenance fees charged by our Group to SinoTac Group during the last three financial
      years ended 31 December 2010 and the period commencing 1 January 2011 to the
      Latest Practicable Date was as follows:

                                                                                  1 January 2011
                                                                                  up to the Latest
                                                                                    Practicable
                                          FY2008        FY2009         FY2010           Date
                                          (S$’000)      (S$’000)       (S$’000)       (S$’000)

      Aggregate rental charged               24            24             24            18

      Such rental rates and related maintenance fees were mutually agreed between the
      parties based on preferential rates. As such, the aforesaid transactions were not
      conducted on an arm’s length basis.

      On 5 May 2011, our Group entered into a lease agreement for a lease period of 36
      months commencing from 1 June 2011 to 31 May 2014 at an annual rental of S$24,000.
      The rental and other terms and conditions of the current lease were agreed between our
      Group and SinoTac Group, having regard to market rental rates, based on commercial
      terms and on an arm’s length basis.




                                               205
INTERESTED PERSON TRANSACTIONS AND POTENTIAL CONFLICTS
                     OF INTEREST

Our Group has also provided ad-hoc construction services to SinoTac Group during the
last three financial years ended 31 December 2010 and the period commencing 1
January 2011 to the Latest Practicable Date, details of which are set out as follows:

                                                                           1 January 2011
                                                                           up to the Latest
                                                                             Practicable
                                    FY2008        FY2009        FY2010           Date
                                    (S$’000)      (S$’000)      (S$’000)       (S$’000)

Aggregate fees charged                 –            261            –              –

Our Directors are of the opinion that the fees for the provision of these aforementioned
services are not on an arm’s length basis as we did not procure any comparable quotes
for the provisions of such services from unrelated third parties. Going forward we may
continue to provide such services to SinoTac Group.

During the last three financial years ended 31 December 2010 and the period
commencing 1 January 2011 to the Latest Practicable Date, our Group has provided
certain air-conditioning maintenance services to SinoTac Group, the details of which are
set out below:

                                                                           1 January 2011
                                                                           up to the Latest
                                                                             Practicable
                                    FY2008        FY2009        FY2010           Date
                                    (S$’000)      (S$’000)      (S$’000)       (S$’000)

Aggregate fees charged                 8             12            9             12

Our Directors are of the opinion that the fees for the provision of such air-conditioning
maintenance services are reasonable, on normal commercial terms and on arm’s length
basis as the fees are comparable to those charged to other unrelated third party
customers. Going forward we intend to continue to provide the air-conditioning
maintenance services to SinoTac Group.

Following the admission of our Company to the Official List of the SGX-ST, we would, in
respect of all transactions with SinoTac Group, comply with the guidelines and
procedures for interested person transactions as set out in the section entitled “Interested
Person Transactions and Potential Conflicts of Interest – Guidelines and Review
Procedures for Future Interested Person Transactions” of this Prospectus and the
applicable listing rules in Chapter 9 of the Listing Manual.




                                           206
      INTERESTED PERSON TRANSACTIONS AND POTENTIAL CONFLICTS
                           OF INTEREST

(E)   Transactions with C&E Holidays
      During the last three financial years ended 31 December 2010 and the period
      commencing 1 January 2011 to the Latest Practicable Date, some of our subsidiaries
      purchased air tickets and travel insurance through C&E Holidays. The aggregate amounts
      for such transactions are set out below:

                                                                               1 January 2011
                                                                               up to the Latest
                                                                                 Practicable
                                        FY2008        FY2009        FY2010           Date
                                        (S$’000)      (S$’000)      (S$’000)       (S$’000)

      Aggregate fees incurred              23            8             12            18

      Our Directors are of the opinion that the fees for the provision of these aforementioned
      services are reasonable, on normal commercial terms and on arm’s length basis as the
      fees are comparable to those charged by C&E Holidays to other unrelated third parties.
      Going forward we intend to continue to engage C&E Holidays for the provision of such
      services.

      During the last three financial years ended 31 December 2010 and the period
      commencing 1 January 2011 to the Latest Practicable Date, our Group has also provided
      certain air-conditioning maintenance services to C&E Holidays, the details of which are
      set out below:

                                                                               1 January 2011
                                                                               up to the Latest
                                                                                 Practicable
                                        FY2008        FY2009        FY2010           Date
                                        (S$’000)      (S$’000)      (S$’000)       (S$’000)

      Aggregate fees charged                6            4             13             4

      Our Directors are of the opinion that the fees for the provision of such air-conditioning
      maintenance services are reasonable, on normal commercial terms and on arm’s length
      basis as the fees are comparable to those charged to other unrelated third party
      customers. Going forward we intend to continue to provide the air-conditioning
      maintenance services to C&E Holidays.

      Our Group has leased an approximate floor area of 2,400 sq ft of our premises at #02-28
      New World Centre to C&E Holidays. The aggregate of the annual rental and the related
      maintenance fees charged by our Group to C&E Holidays during the last three financial
      years ended 31 December 2010 and the period commencing 1 January 2011 to the
      Latest Practicable Date were as follows:

                                                                               1 January 2011
                                                                               up to the Latest
                                                                                 Practicable
                                        FY2008        FY2009        FY2010           Date
                                        (S$’000)      (S$’000)      (S$’000)       (S$’000)

      Aggregate rental charged              –            –             –             54




                                                207
      INTERESTED PERSON TRANSACTIONS AND POTENTIAL CONFLICTS
                           OF INTEREST

      On 1 January 2011 our Group entered into a lease agreement for a lease period of 36
      months commencing from 1 January 2011 to 31 December 2013 at an annual rental of
      S$72,000. The rental and other terms and conditions of the current lease were agreed
      between our Group and C&E Holidays, having regard to market rental rates, based on
      commercial terms and on an arm’s length basis.

      Following the admission of our Company to the Official List of the SGX-ST, we would, in
      respect of all transactions with C&E Holidays, comply with the guidelines and procedures
      for interested person transactions as set out in the section entitled “Interested Person
      Transactions and Potential Conflicts of Interest – Guidelines and Review Procedures for
      Future Interested Person Transactions” of this Prospectus and the applicable listing rules
      in Chapter 9 of the Listing Manual.

(F)   Transactions with Prestige Resources
      Our Group has entered into management services agreements with Prestige Resources
      pursuant to which Prestige Resources manages and operates workers’ dormitories of an
      approximate aggregate floor area of 2,856 sq m at our premises located at 67 and 67A
      Sungei Kadut Drive since 2007. As part of this arrangement, Prestige Resources paid us
      a fee equivalent to the higher of S$120,000 per annum or 20% of the billings and
      collection of rental payments from the tenants of such workers’ dormitories net of all
      expenses incurred by Prestige Resources in the management and operations of such
      workers’ dormitories. The fees charged by our Group to Prestige Resources in relation to
      this during the last three financial years ended 31 December 2010 and the period
      commencing 1 January 2011 to the Latest Practicable Date were as follows:

                                                                                1 January 2011
                                                                                up to the Latest
                                                                                  Practicable
                                         FY2008        FY2009        FY2010           Date
                                         (S$’000)      (S$’000)      (S$’000)       (S$’000)

      Aggregate fees charged               120           185           289            150

      Such fees were mutually agreed upon between the parties based on preferential rates
      and were not on an arm’s length basis.

      On 1 June 2011, we entered into a new management services agreement with Prestige
      Resources for a two year period. Under this new management services agreement,
      Prestige Resources pays us a fee equivalent to the higher of S$300,000 per annum or
      30% of the billings and collection of rental payments from the tenants of such workers’
      dormitories net of all expenses incurred by Prestige Resources in the management and
      operations of such workers’ dormitories. Such fees were negotiated on an arm’s length
      basis, based on the market rental rate of similar industrial space as determined by an
      independent valuation report by a property valuer (as there are no comparables for
      secondary dormitory space readily available).




                                              208
INTERESTED PERSON TRANSACTIONS AND POTENTIAL CONFLICTS
                     OF INTEREST

During the last three financial years ended 31 December 2010 and the period
commencing 1 January 2011 to the Latest Practicable Date, our Group rented dormitory
space from Prestige Resources for our workers and paid fees for services rendered in
connection with debt collection from our debtors. The aggregate amounts for such
transactions are set out below:

                                                                           1 January 2011
                                                                           up to the Latest
                                                                             Practicable
                                     FY2008       FY2009        FY2010           Date
                                     (S$’000)     (S$’000)      (S$’000)       (S$’000)

Aggregate rental and fees incurred     26           118           273            54

Our Directors are of the opinion that the rental and fees for the provision of these
aforementioned services are at preferential rates and are therefore not on an arm’s
length basis. Save for the services rendered in connection with debt collection from our
debtors, going forward we intend to continue to engage the abovementioned services of
Prestige Resources at market rates.

Our Group has also rendered metalworks fabrication and miscellaneous services, and
made payment of utilities on behalf of Prestige Resources, in relation to the workers’
dormitories situated at 67 and 67A Sungei Kadut Drive. The aggregate amounts for such
transactions are set out below:

                                                                           1 January 2011
                                                                           up to the Latest
                                                                             Practicable
                                     FY2008       FY2009        FY2010           Date
                                     (S$’000)     (S$’000)      (S$’000)       (S$’000)

Aggregate fees charged                  7            1             1              –

For the payment of utilities on behalf of Prestige Resources, these are on a
reimbursement basis based on meter readings from SP Services Ltd. Our Directors are
of the opinion that the fees for the provision of the metalworks fabrication and
miscellaneous services are on normal commercial terms and on arm’s length basis as
the fees for such services are comparable to those charged to other unrelated third
parties. Going forward, we intend to continue to provide the abovementioned services to
Prestige Resources.

Following the admission of our Company to the Official List of the SGX-ST, we would, in
respect of all transactions with Prestige Resources, comply with the guidelines and
procedures for interested person transactions as set out in the section entitled “Interested
Person Transactions and Potential Conflicts of Interest – Guidelines and Review
Procedures for Future Interested Person Transactions” of this Prospectus and the
applicable listing rules in Chapter 9 of the Listing Manual.




                                            209
      INTERESTED PERSON TRANSACTIONS AND POTENTIAL CONFLICTS
                           OF INTEREST

(G)   Transactions with TAC Alliance
      Our Group has entered into a management services agreement with TAC Alliance
      pursuant to which TAC Alliance manages and operates workers’ dormitories of an
      approximate aggregate floor area of 1,801 sq m at our premises located at 53 Sungei
      Kadut Drive. As part of this arrangement, TAC Alliance paid us a fee equivalent to 20% of
      all billings and collection of rental payments from the tenants of such workers’ dormitories
      net of all expenses incurred by TAC Alliance in the management and operations of such
      workers’ dormitories. The fees charged by our Group to TAC Alliance in relation to this
      during the last three financial years ended 31 December 2010 and the period
      commencing 1 January 2011 to the Latest Practicable Date were as follows:

                                                                                 1 January 2011
                                                                                 up to the Latest
                                                                                   Practicable
                                          FY2008        FY2009        FY2010           Date
                                          (S$’000)      (S$’000)      (S$’000)       (S$’000)

      Aggregate fees charged                23             98           116            110

      Such fees were mutually agreed upon between the parties based on preferential rates
      and were not on an arm’s length basis.

      On 1 June 2011, we entered into a new management services agreement with TAC
      Alliance for a 2-year period. Under this new management services agreement, TAC
      Alliance pays us a fee equivalent to the higher of S$180,000 per annum or 30% of the
      billings and collection of rental payments from the tenants of such workers’ dormitories
      net of all expenses incurred by TAC Alliance in the management and operations of such
      workers’ dormitories. Such fees were negotiated on an arm’s length basis, based on the
      market rental rate of similar industrial space as determined by an independent valuation
      report by a property valuer (as there are no comparables for secondary dormitory space
      readily available).

      During the last three financial years ended 31 December 2010 and the period
      commencing 1 January 2011 to the Latest Practicable Date, our Group rented dormitory
      space from TAC Alliance for our foreign workers. The aggregate amounts for such
      transactions are set out below:

                                                                                 1 January 2011
                                                                                 up to the Latest
                                                                                   Practicable
                                          FY2008        FY2009        FY2010           Date
                                          (S$’000)      (S$’000)      (S$’000)       (S$’000)

      Aggregate rental incurred              –             44            28            59

      Our Directors are of the opinion that the rental incurred is at preferential rates and is
      therefore not on an arm’s length basis. Going forward we intend to continue to engage
      the abovementioned services of TAC Alliance at market rates.




                                                 210
      INTERESTED PERSON TRANSACTIONS AND POTENTIAL CONFLICTS
                           OF INTEREST

      Our Group has also rendered metalworks fabrication and miscellaneous services to TAC
      Alliance. The aggregate amounts for such transactions are set out below:

                                                                                1 January 2011
                                                                                up to the Latest
                                                                                  Practicable
                                         FY2008        FY2009        FY2010           Date
                                         (S$’000)      (S$’000)      (S$’000)       (S$’000)

      Aggregate fees charged               78            34             –              –

      Our Directors are of the opinion that the fees for the provision of the metalworks
      fabrication and miscellaneous services are on normal commercial terms and on arm’s
      length basis as the fees for such services are comparable to those charged to other
      unrelated third parties. Going forward we intend to continue to provide the
      abovementioned services to TAC Alliance.

      Following the admission of our Company to the Official List of the SGX-ST, we would, in
      respect of all transactions with TAC Alliance, comply with the guidelines and procedures
      for interested person transactions as set out in the section entitled “Interested Person
      Transactions and Potential Conflicts of Interest – Guidelines and Review Procedures for
      Future Interested Person Transactions” of this Prospectus and the applicable listing rules
      in Chapter 9 of the Listing Manual.

(H)   Transactions with Gateway Hotel
      During the last three financial years ended 31 December 2010 and the period
      commencing 1 January 2011 to the Latest Practicable Date, our Group has rendered
      certain building maintenance services and ad-hoc renovation services commissioned by
      a hotel managed by Gateway Hotel and which is situated at 60 Joo Chiat Road (the
      “Gateway Hotel Complex”). The aggregate amounts for such transactions are set out
      below:

                                                                                1 January 2011
                                                                                up to the Latest
                                                                                  Practicable
                                         FY2008        FY2009        FY2010           Date
                                         (S$’000)      (S$’000)      (S$’000)       (S$’000)

      Aggregate fees charged               33            34            35             27

      Our Directors are of the opinion that the fees for the provision of these aforementioned
      services are reasonable and on normal commercial terms and on arm’s length basis as
      the fees are comparable to those charged to other unrelated third parties. Going forward
      we intend to continue to provide the abovementioned services to Gateway Hotel.




                                              211
INTERESTED PERSON TRANSACTIONS AND POTENTIAL CONFLICTS
                     OF INTEREST

Our Group has also from time to time procured the use of hotel rooms and facilities at the
Gateway Hotel Complex for our business associates. The aggregate amounts for such
transactions are set out below:

                                                                           1 January 2011
                                                                           up to the Latest
                                                                             Practicable
                                    FY2008        FY2009        FY2010           Date
                                    (S$’000)      (S$’000)      (S$’000)       (S$’000)

Aggregate fees incurred                –             –             11            12

Our Directors are of the opinion that the fees for the provision of these aforementioned
services are reasonable, on normal commercial terms and on arm’s length basis as the
fees are comparable to those charged by other unrelated third parties. Going forward we
intend to continue to procure the abovementioned services from Gateway Hotel.

During the last three financial years ended 31 December 2010 and the period
commencing 1 January 2011 to the Latest Practicable Date, our Group has provided
certain air-conditioning maintenance and metalworks fabrication services to Gateway
Hotel, the details of which are set out below:

                                                                           1 January 2011
                                                                           up to the Latest
                                                                             Practicable
                                    FY2008        FY2009        FY2010           Date
                                    (S$’000)      (S$’000)      (S$’000)       (S$’000)

Aggregate fees charged                18             21            12            29

Our Directors are of the opinion that the fees for the provision of the abovementioned
services are reasonable, on normal commercial terms and on arm’s length basis as the
fees are comparable to those charged to other unrelated third party customers. Going
forward, we intend to continue to provide the abovementioned services to Gateway Hotel.

Following the admission of our Company to the Official List of the SGX-ST, we would, in
respect of all transactions with Gateway Hotel, comply with the guidelines and
procedures for interested person transactions as set out in the section entitled “Interested
Person Transactions and Potential Conflicts of Interest – Guidelines and Review
Procedures for Future Interested Person Transactions” of this Prospectus and the
applicable listing rules in Chapter 9 of the Listing Manual.




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      INTERESTED PERSON TRANSACTIONS AND POTENTIAL CONFLICTS
                           OF INTEREST

(I)   Transactions with Sino Tac Resources
      During the last three financial years ended 31 December 2010 and the period
      commencing 1 January 2011 to the Latest Practicable Date, our Group purchased
      lubricants and engineering equipment from Sino Tac Resources.

      The aggregate amounts for such transactions are set out below:

                                                                              1 January 2011
                                                                              up to the Latest
                                                                                Practicable
                                        FY2008        FY2009       FY2010           Date
                                        (S$’000)      (S$’000)     (S$’000)       (S$’000)

      Aggregate fees incurred              48           38             31           22

      Our Directors are of the opinion that the fees for the provision of these goods are
      reasonable, on normal commercial terms and on arm’s length basis as the fees are
      comparable to those charged by other unrelated third parties. Going forward we intend to
      continue to make such purchases from Sino Tac Resources.

      Our Group has also leased an approximate floor area of approximately 2,649 sq m of our
      premises at 67 and 67A Sungei Kadut Drive to Sino Tac Resources for use by it as office
      and storage space. The aggregate annual rental paid by Sino Tac Resources to our
      Group during the last three financial years ended 31 December 2010 and the period
      commencing 1 January 2011 to the Latest Practicable Date in respect of such lease was
      as follows:

                                                                              1 January 2011
                                                                              up to the Latest
                                                                                Practicable
                                        FY2008        FY2009       FY2010           Date
                                        (S$’000)      (S$’000)     (S$’000)       (S$’000)

      Aggregate rental charged            168           177            220          224

      Such rental rates were mutually agreed between the parties based on preferential rates
      and were therefore not on arm’s length basis.

      On 25 May 2011, our Group entered into lease agreements for lease periods of 36
      months each commencing on 1 June 2011 at an aggregate annual rental of S$263,304
      for such premises. The rental and other terms and conditions of the current leases were
      agreed between our Group and Sino Tac Resources, having regard to market rental
      rates, based on normal commercial terms and on an arm’s length basis.




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      INTERESTED PERSON TRANSACTIONS AND POTENTIAL CONFLICTS
                           OF INTEREST

      During the last three financial years ended 31 December 2010 and the period
      commencing 1 January 2011 to the Latest Practicable Date, our Group has also provided
      certain metalworks fabrication, air-conditioning services and ad-hoc engineering services
      to Sino Tac Resources from time to time, the details of which are set out below:

                                                                                    1 January 2011
                                                                                    up to the Latest
                                                                                      Practicable
                                          FY2008        FY2009        FY2010              Date
                                          (S$’000)      (S$’000)      (S$’000)          (S$’000)

      Aggregate fees charged                 2             2       Not meaningful          4

      Such services were not carried out on an arms’ length basis as we did not procure any
      comparable quotes for the provisions of such services from unrelated third parties. Going
      forward, we intend to continue to provide such services to Sino Tac Resources.

      Following the admission of our Company to the Official List of the SGX-ST, we would, in
      respect of all transactions Sino Tac Resources, comply with the guidelines and
      procedures for interested person transactions as set out in the section entitled “Interested
      Person Transactions and Potential Conflicts of Interest – Guidelines and Review
      Procedures for Future Interested Person Transactions” of this Prospectus and the
      applicable listing rules in Chapter 9 of the Listing Manual.

(J)   Provision of services to Checkers Inn
      During the last three financial years ended 31 December 2010 and the period
      commencing 1 January 2011 to the Latest Practicable Date, our Group has rendered
      certain building maintenance services commissioned by a backpackers inn managed by
      Checkers Inn. The aggregate amounts for such transactions are set out below:

                                                                                    1 January 2011
                                                                                    up to the Latest
                                                                                      Practicable
                                          FY2008        FY2009        FY2010              Date
                                          (S$’000)      (S$’000)      (S$’000)          (S$’000)

      Aggregate fees charged                 –             9             4                 4

      Our Directors are of the opinion that the fees for the provision of the building
      maintenance services are on preferential rates and not carried out on an arm’s length
      basis as we did not procure any comparable quotes for the provisions of such services
      from unrelated third parties, whereas the metalworks fabrication services are on normal
      commercial terms and on arm’s length basis as the fees for such services are
      comparable to those charged to other unrelated third parties. Going forward we intend to
      continue to provide the abovementioned services to Checkers Inn.

      Following the admission of our Company to the Official List of the SGX-ST, we would, in
      respect of all transactions with Checkers Inn, comply with the guidelines and procedures
      for interested person transactions as set out in the section entitled “Interested Person
      Transactions and Potential Conflicts of Interest – Guidelines and Review Procedures for
      Future Interested Person Transactions” of this Prospectus and the applicable listing rules
      in Chapter 9 of the Listing Manual.


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      INTERESTED PERSON TRANSACTIONS AND POTENTIAL CONFLICTS
                           OF INTEREST

(K)   Transactions with Matsushita Greatwall
      During the last three financial years ended 31 December 2010 and the period
      commencing 1 January 2011 to the Latest Practicable Date, we have procured certain
      home furnishings for our construction and/or real estate development projects from
      Matsushita Greatwall. The aggregate amounts for such transactions are set out below:

                                                                                   1 January 2011
                                                                                   up to the Latest
                                                                                     Practicable
                                          FY2008          FY2009        FY2010           Date
                                          (S$’000)        (S$’000)      (S$’000)       (S$’000)

      Aggregate amount incurred             401        Not meaningful      2              –

      Our Directors are of the opinion that the purchase prices for such home furnishings are
      reasonable, on normal commercial terms and on arm’s length basis as the costs are
      comparable to those charged by Matsushita Greatwall to other unrelated third parties.
      Going forward we may continue to procure home furnishings from Matsushita Greatwall
      depending on the requirements of our construction and/or real estate development
      projects.

      During the last three financial years ended 31 December 2010 and the period
      commencing 1 January 2011 to the Latest Practicable Date, our Group has provided
      certain air-conditioning maintenance services to Matsushita Greatwall, the details of
      which are set out below:

                                                                                   1 January 2011
                                                                                   up to the Latest
                                                                                     Practicable
                                          FY2008          FY2009        FY2010           Date
                                          (S$’000)        (S$’000)      (S$’000)       (S$’000)

      Aggregate fees charged                 9               8             8              6

      Our Directors are of the opinion that the fees for the provision of such air-conditioning
      maintenance services are reasonable, on normal commercial terms and on arm’s length
      basis as the fees are comparable to those charged to other unrelated third party
      customers. Going forward we intend to continue to provide the air-conditioning
      maintenance services to Matsushita Greatwall.

      Following the admission of our Company to the Official List of the SGX-ST, we would, in
      respect of all transactions with Matsushita Greatwall, comply with the guidelines and
      procedures for interested person transactions as set out in the section entitled “Interested
      Person Transactions and Potential Conflicts of Interest – Guidelines and Review
      Procedures for Future Interested Person Transactions” of this Prospectus and the
      applicable listing rules in Chapter 9 of the Listing Manual.




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       INTERESTED PERSON TRANSACTIONS AND POTENTIAL CONFLICTS
                            OF INTEREST

Chapter 9 of the Listing Manual
Under Chapter 9 of the Listing Manual, where a listed company or any of its subsidiaries or
associated companies over which the listed company has control (other than a subsidiary or
associated company that is listed on a foreign stock exchange) proposes to enter into a
transaction with the listed company’s interested persons, shareholders’ approval and/or an
immediate announcement is required in respect of the transaction if the value of the transaction
is equal to or exceeds certain financial threshold. In particular, shareholders’ approval is
required where the value of such transaction is not below S$100,000 and is:

(i)    equal to or more than 5% of the latest audited NTA of the listed company; or

(ii)   equal to or more than 5% of the latest audited NTA, when aggregated with other
       transactions entered into with the same interested person during the same financial year.

Definitions under the Listing Manual
Under the Listing Manual:

(a)    the term “interested person” is defined to mean a director, chief executive officer, or
       controlling shareholder of the listed company or an associate of any such director, chief
       executive officer or controlling shareholder; and

(b)    the term “associate” is defined to mean:

       (i)    in relation to any director, chief executive officer, substantial shareholder or
              controlling shareholder (being an individual):

              -     his immediate family;

              -     the trustee of any trust of which he and his immediate family is a beneficiary
                    or, in the case of a discretionary trust, is a discretionary object; and

              -     any company in which he and his immediate family (that is, the spouse,
                    child, adopted child, step child, sibling or parent) together (directly or
                    indirectly) have an interest of 30% or more;

       (ii)   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% or more.




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       INTERESTED PERSON TRANSACTIONS AND POTENTIAL CONFLICTS
                            OF INTEREST

GUIDELINES AND REVIEW PROCEDURES FOR FUTURE INTERESTED PERSON
TRANSACTIONS
We may in the ordinary course of business, enter into certain transactions with interested
persons. It is likely that such transactions will occur with some degree of frequency and could
arise at any time and from time to time. Such transactions include, but are not limited to, the
transactions described above.

Our internal control procedures will ensure that all interested person transactions, including the
aforementioned interested person transactions involving companies related to us are conducted
on an arm’s length basis and on normal commercial terms, and will not be prejudicial to the
interests of our Company and minority Shareholders. Such internal controls include the
following:

(a)   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;

(b)   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 quality specifications, the cost, the delivery time and the
      track record;

(c)   when selling products or providing services to interested persons, 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 the lowest
      sale price or fee of the other two successful transactions with third parties;

(d)   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 and
      obtaining suitable reports or reviews published by property agents (where necessary).
      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;
      and

(e)   when selling and buying properties to and from interested persons, we shall take
      appropriate steps to ensure that such sale price is commensurate with the prevailing
      market rates for similar properties as well as to obtain necessary reports or reviews
      published by property agents (where necessary).

The considerations in paragraphs (a) to (e) above will allow for variation from prices and terms
of the comparative offers or sales so long as the volume of trade, credit-worthiness of the buyer,
differences in service, reliability or other relevant factors justify the variation and so long as the
comparative offer or sale incorporates modifications that account for volatility of the market for
the goods and services in question.




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       INTERESTED PERSON TRANSACTIONS AND POTENTIAL CONFLICTS
                            OF INTEREST

For (a), (b), (c), (d) and (e) above, in the event that it is not possible for appropriate information
(for comparative purposes) to be obtained, the matter will be referred to our Audit Committee
and our Audit Committee will determine whether the purchase or sale price/fees or rental fees
to be paid or received are fair and reasonable and consistent with our Group’s usual business
practices.

All interested persons transactions above S$100,000 are to be approved by our Chief Financial
Officer or a Director who shall not be an interested person in respect of the particular
transaction. Any contracts to be made with an interested person shall not be approved unless
the pricing is determined in accordance with our usual business practices and policies,
consistent with the usual margins and/or terms to be obtained for the same or substantially
similar types of transactions between us and unrelated parties and the terms are no more
favourable to the interested person than those extended to or received from unrelated parties.

For the purposes above, where applicable, contracts for the same or substantially similar type
of transactions entered into between us and unrelated third parties will be used as a basis for
comparison to determine whether the price and terms offered to or received from the interested
person are no more favourable than those extended to unrelated parties.

In addition, we shall monitor all interested person transactions entered into by us categorising
the transactions as follows:

(a)   a category one interested person transaction is one where the value thereof is below or
      equal to 3% of the NTA of our Group;

(b)   a category two interested person transaction is one where the value thereof is in excess
      of 3% of the NTA of our Group, but less than 5% of the NTA of our Group; and

(c)   a category three interested person transaction is one where the value thereof is equal or
      in excess of 5% of the NTA of our Group.

A category two or three interested person transaction must be approved by our Audit
Committee prior to entry. A category one interested person transaction need not be approved
by our Audit Committee prior to entry but shall be reviewed on a quarterly basis by our Audit
Committee. A category three interested person transaction must be approved by our
Shareholders at a general meeting in accordance with the Listing Manual.

We will prepare relevant information to assist our Audit Committee in its review.

Before any agreement or arrangement that is not in the ordinary course of business of our
Group is transacted, the views of our Audit Committee will be sought. In the event that a
member of our Audit Committee is interested in any of the interested person transactions, he
will abstain from reviewing that particular transaction. Any decision to proceed with such an
agreement or arrangement would be recorded for review by our Audit Committee.

We will also comply with the provisions in Chapter 9 of the Listing Manual in respect of all
future interested person transactions, and if required under the Listing Manual, the Companies
Act and/or the Securities and Futures Act, we will seek our Shareholders’ approval for such
transaction.




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       INTERESTED PERSON TRANSACTIONS AND POTENTIAL CONFLICTS
                            OF INTEREST

POTENTIAL CONFLICTS OF INTERESTS
Our Executive Directors’ interests in Parrigold (M) Sdn Bhd
Our Executive Directors, their brother, Dr Neo Tiam Soon and their brother-in-law, Mr Lee Eng
Hoi collectively own Parrigold (M) Sdn Bhd (“Parrigold”). Parrigold is a company incorporated in
Malaysia for the sole purpose of owning a piece of agricultural land in Johore. As the current
principal activity of Parrigold is not similar to our Group’s businesses, our Directors are of the
view that there is no potential conflict of interests between our Group and Parrigold. In addition,
Parrigold does not currently have any intention to develop such piece of agricultural land (the
“Johore Land”) in the near to middle term.

The shareholders of Parrigold have granted a right of first refusal to our Company for so long as
any of Mr Liong Kiam Teck, Mr Neo Tiam Poon @ Neo Thiam Poon, Mr Neo Tiam Boon, PBM,
and Mr Neo Thiam An remain as Directors or Controlling Shareholders, alone or in aggregate,
of our Company (the “Johore ROFR”). The Johore ROFR shall cover any proposed offer by a
third party to purchase Parrigold’s interests in the Johore Land, any proposed sale or disposal
by Parrigold of its interests in the Johore Land, any proposed offer by a third party to purchase
the shareholding of Parrigold and/or any proposed sale or disposal of any shareholding
interests in Parrigold which shall be notified by Parrigold to our Company in writing. In the
event that our Company fails or does not wish to exercise the Johore ROFR within a specified
timeframe, Parrigold will be free to dispose of its interests in the Johore Land or the
shareholders of Parrigold will be free to dispose of their respective interests in Parrigold (as the
case may be) on terms no more favourable than what was offered to our Company or the
shareholders of Parrigold (as the case may be). The exercise of the Johore ROFR is at the
discretion of our Audit Committee.

Our Executive Directors’ interests in SinoTac Group
Our Executive Directors and their brother, Mr Neo Kian Lee collectively hold the entire issued
share capital of SinoTac Group, which in turn holds the entire shareholding interests in each of
Checkers Inn and Gateway Hotel. The principal business activity of Checkers Inn is the
management of a budget backpackers inn situated in Little India, Singapore, which is owned by
SinoTac Group, whereas the principal business activity of Gateway Hotel is the management of
a budget boutique hotel, which is owned by SinoTac Group, for business travellers in Joo Chiat,
Singapore. As the current principal activities of each of Checkers Inn and Gateway Hotel are
not similar to our Group’s businesses, our Directors are of the view that there is no potential
conflict of interests between our Group and each of Checkers Inn and Gateway Hotel.

In addition, SinoTac Group owns a 49% beneficiary interest in a piece of land situated in
Phnom Penh (the “Cambodian Land”), Cambodia. To mitigate any potential conflict of interest
between our Group and SinoTac Group that might arise in future in relation to the Cambodian
Land, SinoTac Group has granted a right of first refusal to our Group for so long as any of Mr
Liong Kiam Teck, Mr Neo Tiam Poon @ Neo Thiam Poon, Mr Neo Tiam Boon, PBM, and Mr
Neo Thiam An remain as Directors or Controlling Shareholders, alone or in aggregate, of our
Company (the “Cambodian ROFR”, and such period, the “Cambodian ROFR Period”). The
Cambodian ROFR shall cover any proposed offer by a third party to purchase SinoTac Group’s
interests in the Cambodian Land or any proposed sale by SinoTac Group of its interests in the
Cambodian Land which shall be notified by SinoTac Group to our Group in writing (the




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       INTERESTED PERSON TRANSACTIONS AND POTENTIAL CONFLICTS
                            OF INTEREST

“Cambodian Land Notification”). In the event that our Group fails or does not wish to exercise
the Cambodian ROFR within a specified timeframe, SinoTac Group will be free to dispose of its
interests in the Cambodian land on terms no more favourable than what was offered to our
Group. The exercise of the Cambodian ROFR is at the discretion of our Audit Committee.

As at the Latest Practicable Date, SinoTac Group also holds the beneficial interest to 45 units in
a commercial development at Jaya Setia Square, Brunei (the “Brunei Development”). As at the
Latest Practicable Date, sale and purchase agreements have been entered into for the sale of
20 units at the Brunei Development, and the remaining units are in the process of being
divested. Notwithstanding the above, our Group is of the view that any potential conflict of
interest between our Group and SinoTac Group in relation to the Brunei Development that may
arise in future is mitigated for the following reasons:

(a)   our Group currently does not engage in real estate development in Brunei; and

(b)   the remaining units in the Brunei Development are in the process of being divested and
      SinoTac Group does not intend to engage in any real estate development in Brunei.

Our Executive Director’s interests in Tacwealth Brunei
Our Executive Chairman, Mr Liong Kiam Teck holds a 50% shareholding interest in Tacwealth
Brunei. Tacwealth Brunei is a company incorporated in Brunei for the purpose of providing
construction services in Brunei. Our Directors are of the view that there is no potential conflict
of interests between our Group and Tacwealth Brunei as our Group currently does not provide
any construction services in Brunei.

Notwithstanding the above, our Group is of the view that any potential conflict of interest
between our Group and Tacwealth Brunei that may arise in future is mitigated by the following
reasons:

(a)   our Executive Chairman, Mr Liong Kiam Teck is not actively involved in the management
      and operations of Tacwealth Brunei;

(b)   based on the audited accounts of Tacwealth Brunei for its financial year ended 30 June
      2010, it incurred losses, had negative NAV, and the scope of operations is insignificant as
      compared to our Group; and

(c)   Our Executive Chairman, Mr Liong Kiam Teck has granted our Company a call option
      (“Call Option”) to acquire his entire shareholding interest in Tacwealth Brunei during the
      period commencing from the date of admission of our Company to the Mainboard of the
      SGX-ST and up to the date on which he ceases to be a Director or Controlling
      Shareholder of our Company. The exercise of the option is at the discretion of our Audit
      Committee and the exercise price shall be based on the NAV of Tacwealth Brunei.




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       INTERESTED PERSON TRANSACTIONS AND POTENTIAL CONFLICTS
                            OF INTEREST

Past Real Estate Developments by our Executive Directors
Our Executive Directors, Mr Liong Kiam Teck and Mr Neo Tiam Poon @ Neo Thiam Poon have
in the past, independent of our Group, developed properties. To address potential conflicts of
interest with our Group, each of Mr Liong Kiam Teck and Mr Neo Tiam Poon @ Neo Thiam
Poon has given their respective undertakings to our Company that they will not directly or
indirectly enter into any real estate developments or real estate development project
opportunities without first giving our Group the right of first refusal to undertake such
opportunities for so long as they are Directors or Controlling Shareholders of our Company (the
“Real Estate Development ROFRs”).

Other Considerations
In addition, our Group is of the view that any potential conflict of interest between our Group
and the entities listed above that may arise in the future is mitigated for the following reasons:

(a)   in addition to the non-competition undertakings given in their respective Service
      Agreements, our Executive Directors have each agreed to give a separate non-compete
      undertaking pursuant to which none of them or their respective associates shall, directly
      or indirectly, whether on their own or with any other party in any capacity whatsoever
      compete with our Group, for the period during which each Executive Director remains a
      Controlling Shareholder or Director of our Group, as the case may be;

(b)   as a Director, each of our Executive Directors will have regards to their duties to act in
      good faith, with care and skill, to observe confidentiality and to act in the best interest of
      our Company; and

(c)   our Audit Committee will review any proposed transactions between our Group and the
      relevant entities to ensure that such transactions are entered on normal commercial
      terms and are not prejudicial to the interests of our Company and minority Shareholders
      for as long as any of our Executive Directors and/or any other interested person (as
      defined in the Listing Manual), holds an interest in such entities.

Interests of our Independent Directors in similar businesses
Mr Lim Hock Beng
Mr Lim Hock Beng, our Independent Director, is an independent director in King Wan
Corporation Limited, which is engaged principally in the provision of M&E engineering services.

Notwithstanding the above, it is our Directors’ belief and opinion that, at present, King Wan
Corporation Limited is not a competitor of our Group and they are our partners for some of our
real estate projects. In addition, it is our Directors’ belief and opinion that there does not exist
any conflict of interest between our Group and Mr Lim Hock Beng for the following reasons:

(a)   Mr Lim Hock Beng is a non-executive independent director of King Wan Corporation
      Limited and he is not involved in its day-to-day management or operations;

(b)   real estate development is not the principal business of King Wan Corporation Limited,
      whose participation is usually through investments in joint ventures;

(c)   as at the Latest Practicable Date, Mr Lim Hock Beng does not hold any interest in the
      share capital of, or any instruments convertible into the shares of, King Wan Corporation
      Limited or our Company;

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      INTERESTED PERSON TRANSACTIONS AND POTENTIAL CONFLICTS
                           OF INTEREST

(d)   Mr Lim Hock Beng owes fiduciary duties to us, including the duty to act in good faith and
      in our best interests. Mr Lim Hock Beng is also subject to a duty of confidentiality that
      precludes him from disclosing to any third party (including any of our shareholders, King
      Wan Corporation Limited, or any of their respective associates) information that is
      confidential to us; and

(e)   Mr Lim Hock Beng has a duty to disclose his interests in respect of any contract,
      arrangement, proposal, transaction or matter in which he has any personal material
      interest, or any actual or potential conflict of interests (including a conflict of interests that
      arises from his directorship(s) or executive position(s) or personal investment in any other
      corporation(s) that may involve him). Upon such disclosure, he shall not participate in any
      proceedings of our Board of Directors, and shall in any event abstain from voting, in
      respect of any such contract, arrangement, proposal, transaction or matter in which the
      conflict of interests arises, unless and until our Board of Directors has determined that no
      such conflict of interest exists.

Mr Lee Ah Fong
Mr Lee Ah Fong, our Independent Director, is an independent director in TEE International
Limited, which is engaged principally in, amongst others, real estate development and the
provision of M&E engineering services.

Notwithstanding the above, it is our Directors’ belief and opinion that there does not exist any
conflict of interest between our Group and Mr Lee Ah Fong for the following reasons:

(a)   Mr Lee Ah Fong is a non-executive independent director of TEE International Limited and
      he is not involved in its day-to-day management or operations;

(b)   as at the Latest Practicable Date, Mr Lee Ah Fong does not hold any interest in the share
      capital of, or any instruments convertible into the shares of, TEE International Limited or
      our Company;

(c)   Mr Lee Ah Fong owes fiduciary duties to us, including the duty to act in good faith and in
      our best interests. Mr Lee Ah Fong is also subject to a duty of confidentiality that
      precludes him from disclosing to any third party (including any of our shareholders, TEE
      International Limited, or any of their respective associates) information that is confidential
      to us; and

(d)   Mr Lee Ah Fong has a duty to disclose his interests in respect of any contract,
      arrangement, proposal, transaction or matter in which he has any personal material
      interest, or any actual or potential conflict of interests (including a conflict of interests that
      arises from his directorship(s) or executive position(s) or personal investment in any other
      corporation(s) that may involve him). Upon such disclosure, he shall not participate in any
      proceedings of our Board of Directors, and shall in any event abstain from voting, in
      respect of any such contract, arrangement, proposal, transaction or matter in which the
      conflict of interests arises, unless and until our Board of Directors has determined that no
      such conflict of interest exists.

In view of the above, our Directors believe that adequate measures have been taken to
safeguard the interests of our Group.




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      INTERESTED PERSON TRANSACTIONS AND POTENTIAL CONFLICTS
                           OF INTEREST

Save as disclosed above and in the section entitled “Interested Person Transactions and
Potential Conflicts of Interest – Interested Person Transactions” of this Prospectus:

(a)   none of our Directors, Executive Officers or Controlling Shareholders or any of their
      associates has any interest, direct or indirect, in any material transactions to which we
      were or are to be a party;

(b)   none of our Directors, Executive Officers or Controlling Shareholders or any of their
      associates has any interest, direct or indirect, in any company carrying on the same
      business or carrying on a similar trade which competes materially and directly with the
      existing business of our Group; and

(c)   none of our Directors, Executive Officers or 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/or services.

Interests of Experts
None of the experts, if any, named in this Prospectus:

(a)   is employed on a contingent basis by our Company or any of our subsidiaries;

(b)   has a material interest, whether direct or indirect, in our Shares or in the shares of our
      subsidiaries; or

(c)   has a material economic interest, whether direct or indirect, in our Company, including an
      interest in the success of the Invitation.




                                              223
                                  PLAN OF DISTRIBUTION

The Invitation Price is determined by us and the Vendors in consultation with the Issue
Manager, the Joint Underwriters and the Joint Placement Agents, after taking into
consideration, amongst others, prevailing market conditions and estimated market demand for
our Shares (including the Vendor Shares and the New Shares) determined through a book-
building process. The Invitation Price is the same for all Invitation Shares and is payable in full
on application.

Investors may apply to subscribe for and/or purchase 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 to allot Invitation Shares above or under such prescribed limit as
we shall deem fit.

OFFER SHARES
The Offer Shares are made available to members of the public in Singapore for application at
the Invitation Price. The terms, conditions and procedures for applications are described in
Annex J of this Prospectus.

Invitation Shares may be reallocated between the Offer and the Placement tranche in the event
of excess applications in one and a deficit in the other.

In the event of excess applications for the Offer Shares as at the close of the Application List
and/or full or excess applications for the Placement Shares as at the close of the Application
List, the successful applications for the Offer Shares will be determined by ballot or otherwise
as determined by our Directors, after consultation with the Issue Manager, and approved by the
SGX-ST.

PLACEMENT SHARES
Application for the Placement may be made by way of Application Form or such other forms of
application as the Joint Placement Agents deem appropriate. The terms and conditions and
procedures for application and acceptance are described in Annex J of this Prospectus.

Invitation Shares may be reallocated between the Offer and the Placement tranche in the event
of excess applications in one and a deficit in the other.

Person intending to purchase and/or subscribe for the Invitation Shares
None of our Directors or Executive Officers or employees intends to subscribe for and/or
purchase more than 5.0% of the Invitation Shares.

We are not aware of any person who intends to subscribe for and/or purchase more than 5.0%
of the Invitation Shares. However, through a book-building process to assess market demand
for our Shares, there may be person(s) who may indicate his interest to subscribe for and/or
purchase 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, we will make the necessary
announcement at the appropriate time.

Further, no Shares shall be allocated or allotted on the basis of this Prospectus later than six
months after the date of registration of this Prospectus.




                                               224
                            CLEARANCE AND SETTLEMENT

Upon listing and quotation on Official List of the SGX-ST, our Shares will be traded under the
book-entry settlement system of the CDP, and all dealings in and transactions of the Shares
through SGX-ST will be effected in accordance with the terms and conditions for the operation
of securities accounts with the CDP, as amended from time to time.

Our Shares will be registered in the name of CDP or its nominee 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, rather 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 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 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$10.00 for each withdrawal of 1,000 Shares or less and a
fee of S$25.00 for each withdrawal of more than 1,000 Shares is payable upon withdrawing the
Shares from the book-entry settlement system and obtaining physical share certificates. In
addition, a fee of S$2.00 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$10.00 is also payable
where our Shares are withdrawn in the name of the person withdrawing our Shares or S$0.20
per S$100.00 or part thereof of the last-transacted price where it is withdrawn in the name of a
third party. Persons holding physical share certificates who wish to trade on 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$20.00 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
seller’s securities account being debited with the number of Shares sold and the buyer’s
securities account being credited with the number of Shares acquired. No transfer of stamp
duty is currently payable for the Shares that are settled on a book-entry basis.

A Singapore clearing fee for trades in our Shares on the SGX-ST is payable at the rate of 0.04
per cent (0.04%) of the transaction value subject to a maximum of S$600.00 per transaction.
The clearing fee, instrument of transfer deposit fee and share withdrawal fee may be subject to
Singapore Goods and Services Tax at the prevailing rate of 7.0%.

Dealings of our Shares will be carried out in Singapore dollars and will be effected for
settlement on 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 a direct account
with CDP or a sub-account with a CDP depository agent. The CDP depository agent may be a
member company of the SGX-ST, bank, merchant bank or trust company.




                                              225
                     GENERAL AND STATUTORY INFORMATION

INFORMATION ON DIRECTORS AND EXECUTIVE OFFICERS
1.   Save as disclosed below and excluding the directorship held in our Company, none of our
     Directors currently holds or has held any directorships in the five years preceding the
     date of this Prospectus:

     Name                 Present Directorships                  Past Directorships

     Mr Liong Kiam Teck   Group companies                        Group companies

                          Dalian Shicheng Property               –
                           Development (S) Pte. Ltd.
                          Grovehill Pte. Ltd.
                          Meadows Bright Development Pte Ltd
                          Meadows Link Development Pte. Ltd.
                          Meadows Investment Pte. Ltd.
                          Meadows Property (S’pore) Pte. Ltd.
                          Quest Homes Pte. Ltd.
                          Sino Holdings (S’pore) Pte Ltd
                          Sino Tac Holding Pte Ltd
                          SinoTac Builder’s (S) Pte Ltd
                          Tiong Aik Construction Pte Ltd
                          Tiong Aik Development Pte. Ltd.
                          Tiong Aik Holding Pte Ltd
                          Tiong Aik Investments Pte Ltd
                          Tiong Aik Land Pte. Ltd.
                          Tiong Aik Corporation (Cambodia) Ltd

                          Other companies                        Other companies

                          Alliance Development Pte. Ltd.         Centennial Investments
                          Cadence Properties Pte. Ltd.            (Singapore) Private Limited
                          Checkers Inn Pte. Ltd.                 Far East Alcohol Industries
                          Cultural & Entertainment Holidays       Pte. Ltd.
                           Pte. Ltd.                             Springstar Properties Pte Ltd
                          Ekarat Pattana Co. Ltd                  (dissolved pursuant to members’
                          Gateway Hotel Pte Ltd                   voluntary winding up)
                          Hotels.Online Singapore Pte. Ltd.      TAC Alliance Pte. Ltd.
                          Lion City Development Pte. Ltd.        Edgewell Investments Pte. Ltd.
                          Matsushita Greatwall Corporation
                           Private Limited
                          Perspective Development Pte. Ltd.
                          TAC Marketing Pte Ltd
                          SinoTac Group Pte. Ltd.
                          Tiong Aik Incorporated Pte. Ltd.
                          Tacwealth Sdn Bhd

     Mr Neo Tiam Poon     Group companies                        Group companies
     @ Neo Thiam Poon
                          Grovehill Pte.Ltd.
                          Meadows Investment Pte. Ltd.           –
                          Sino Holdings (S’pore) Pte Ltd
                          Sino Tac Holding Pte Ltd
                          SinoTac Builder’s (S) Pte Ltd
                          Tiong Aik Construction Pte Ltd
                          Tiong Aik Development Pte. Ltd.
                          Tiong Aik Holding Pte Ltd
                          Tiong Aik Investments Pte Ltd




                                               226
              GENERAL AND STATUTORY INFORMATION

Name            Present Directorships                  Past Directorships

                Other companies                        Other companies

                SinoTac Group Pte. Ltd.                Citicare Management Pte. Ltd.
                Parrigold (M) Sdn Bhd                   (dissolved pursuant to members’
                                                        voluntary winding up)
                                                       Saptasree Singapore Pte. Ltd.
                                                        (dissolved pursuant to members’
                                                        voluntary winding up)

Mr Neo Tiam     Group companies                        Group companies
Boon, PBM
                Aston Air Control Pte Ltd              –
                Credence Engineering Pte. Ltd.
                Dalian Shicheng Property Development
                 (S) Pte. Ltd.
                Grovehill Pte.Ltd.
                Meadows Bright Development
                 Pte Ltd
                Meadows Link Development Pte. Ltd.
                Meadows Investment Pte. Ltd.
                Meadows Property (S’pore) Pte. Ltd.
                Quest Homes Pte. Ltd.
                Sino Holdings (S’pore) Pte Ltd
                Sino Tac Holding Pte Ltd
                SinoTac Builder’s (S) Pte Ltd
                Tiong Aik Construction Pte Ltd
                Tiong Aik Development Pte. Ltd.
                Tiong Aik Investments Pte Ltd
                Tiong Aik Land Pte. Ltd.
                Tiong Aik Resources (S) Pte Ltd
                Tiong Aik Corporation (Cambodia) Ltd
                TACC (Tekthla) Ltd

                Other companies                        Other companies

                Alliance Development Pte. Ltd.         Centennial Investments
                C&E Tours Pte. Ltd.                     (Singapore) Private Limited
                Cadence Properties Pte. Ltd.           Citicare Management Pte. Ltd.
                Checkers Inn Pte. Ltd.                  (dissolved pursuant to members’
                City Micro Finance Co. Ltd.             voluntary winding up)
                 (Cambodia)                            Far East Alcohol Industries
                Cultural & Entertainment Holidays       Pte. Ltd.
                 Pte. Ltd.                             Springstar Properties Pte Ltd
                Gateway Hotel Pte Ltd                   (dissolved pursuant to members’
                Hotels.Online Singapore Pte. Ltd.       voluntary winding up)
                Manswork Employment Agency             Prestige Resources Pte Ltd
                 Pte. Ltd.                             TAC Alliance Pte Ltd
                Perspective Development Pte. Ltd.      Edgewell Investments Pte. Ltd.
                Sino Tac Resources Pte Ltd
                SinoTac Group Pte. Ltd.
                Tiong Aik Incorporated Pte. Ltd.
                Tiong Aik Investments (Cambodia)
                 Ltd
                Parrigold (M) Sdn Bhd
                Star Unison Holdings Co Ltd




                                     227
                  GENERAL AND STATUTORY INFORMATION

Name                Present Directorships                Past Directorships

Mr Neo Thiam An     Group companies                      Group companies

                    Aston Air Control Pte Ltd            –
                    Credence Engineering Pte. Ltd.
                    Meadows Investment Pte. Ltd.
                    Sino Holdings (S’pore) Pte Ltd
                    Sino Tac Holding Pte Ltd
                    SinoTac Builder’s (S) Pte Ltd
                    Tiong Aik Construction Pte Ltd
                    Tiong Aik Development Pte. Ltd.
                    Tiong Aik Holding Pte Ltd
                    Tiong Aik Investments Pte Ltd
                    Tiong Aik Resources (S) Pte Ltd

                    Other companies                      Other companies

                    C&E Tours Pte. Ltd.                  Prestige Resources Pte Ltd
                    Cultural & Entertainment Holidays    TAC Alliance Pte. Ltd.
                     Pte. Ltd.
                    Manswork Employment Agency
                     Pte. Ltd.
                    TAC Marketing Pte Ltd
                    SinoTac Group Pte. Ltd.
                    Parrigold (M) Sdn Bhd
                    Star Unison Holdings Company
                     Limited

Mr Lim Hock Beng    Group companies                      Group companies

                    –                                    –

                    Other companies                      Other companies

                    Aries Investments Pte Ltd            Action Asia Limited
                    Colex Holdings Limited               CEAP Pte Ltd (in members’
                    GP Industries Limited                  voluntary winding up)
                    Hokuriku (Singapore) Private         Chaoji Holdings Pte Ltd
                     Limited                              (dissolved pursuant to members’
                    Huan Hsin Holdings Ltd                 voluntary winding up)
                    LMA International N.V.               Crown Equipment (Singapore)
                    King Wan Corporation Limited           Pte. Ltd.
                    Service Systems (Singapore)          Gladwood Ltd
                     Pte Ltd                             Goodearth Grenfell Pte Ltd
                    Taylor Stanley (Singapore) Pte Ltd   Hokuriku Asia Holding Private
                                                           Limited (dissolved pursuant to
                                                           members’ voluntary winding up)
                                                         Infospeed Pte Ltd (dissolved
                                                           pursuant to members’ voluntary
                                                           winding up)
                                                         Montagut Singapore Pte. Ltd.
                                                           (formerly known as Franco
                                                           Style Trading Pte Ltd)
                                                         Radstock Holdings Ltd
                                                         Rimplas Industries Sdn Bhd
                                                         TPS Holdings Pte. Ltd.
                                                           (Formerly known as VicPlas
                                                           Polymers Pte Ltd).
                                                         VicPlas International Ltd



                                          228
                      GENERAL AND STATUTORY INFORMATION

     Name               Present Directorships             Past Directorships

     Mr Lee Ah Fong     Group companies                   Group companies

                        –                                 –

                        Other companies                   Other companies

                        Cortina Holdings Limited          The Kheng Chiu Tin Hou Kong
                        TEE International Limited         and Burial Ground
                        Singapore Chung Hwa Medical       JK Yaming International Holdings
                         Institution Ltd                  Ltd

     Mr Mervyn Goh      Group companies                   Group companies
     Bin Guan
                        –                                 –

                        Other companies                   Other companies

                        –                                 Corporate House Pte. Ltd.
                                                          Fiberone Services Pte. Ltd.

2.   Save as disclosed below, none of our Executive Officers has any present or past
     directorships over the five years preceding the date of this Prospectus:

     Name               Present Directorships             Past Directorships

     Ms Yap Ming Choo   Group companies                   Group companies

                        –                                 –

                        Other companies                   Other companies

                        Kashiyama Asia Pte. Limited       Amara Hotel Saigon Co., Ltd
                                                          Silk Road Restaurants
                                                           International Pte Ltd

     Mr Chow Yew Seng   Group companies                   Group companies

                        –                                 –

                        Other companies                   Other companies

                        –                                 SCAL Academy Pte. Ltd.
                                                          SC2 Pte. Ltd.

     Mr Soong Kar       Group companies                   Group companies
     Leong
                        –                                 –

                        Other companies                   Other companies

                        –                                 –




                                             229
                        GENERAL AND STATUTORY INFORMATION

     Name                 Present Directorships                     Past Directorships

     Mr Goh Yong Joo      Group companies                           Group companies

                          Aston Air Control Pte Ltd                 –

                          Other companies                           Other companies

                          –                                         –

     Ms Liong Chai Yin,   Group companies                           Group companies
     Fiona
                          –                                         –

                          Other companies                           Other companies

                          Checkers Inn Pte. Ltd.                    –
                          Crossworlds Holdings Pte. Ltd.
                          Edgewell Investments Pte. Ltd.

     Ms Liong Cailin,     Group companies                           Group companies
     Wendy
                          –                                         –

                          Other companies                           Other companies

                          Crossworlds Holdings Pte. Ltd.            –
                          Edgewell Investments Pte. Ltd.

     Ms Phang Wai         Group companies                           Group companies
     Seang
                          –                                         –

                          Other companies                           Other companies

                          –                                         –

3.   Save as disclosed below and in the section entitled “General Information on our Group –
     Government Regulations” of this Prospectus, none of our Directors and Executive
     Officers:

     (a)    has at any time during the last ten years, had a petition under any bankruptcy laws
            of any jurisdiction filed against him or against a partnership of which he was a
            partner or at any time within two years from the date he ceased to be a partner;

     (b)    has at any time during the last ten 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 years from the date he ceased to be a director or an 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, that business trust, on the
            ground of insolvency;

     (c)    has any unsatisfied judgement against him;




                                                230
                 GENERAL AND STATUTORY INFORMATION

(d)   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 which he is
      aware of) for such purpose;

(e)   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 which he is aware of) for
      such breach;

(f)   has at any time during the last ten years, had judgement 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, or has been the subject of any civil proceedings (including any pending
      civil proceedings which he is aware of) involving an allegation of fraud,
      misrepresentation or dishonesty on his part;

(g)   has ever been convicted in Singapore or elsewhere of any offence in connection
      with the formation or management of any entity or business trust;

(h)   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;

(i)   has ever been the subject of any order, judgement or ruling of any court, tribunal or
      governmental body, permanently or temporarily enjoining him from engaging in any
      type of business practice or activity;

(j)   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;

      (ii)    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;

      (iii)   any business trust which has been investigated for a breach of any law or
              regulatory requirement governing business trusts in Singapore or elsewhere;
              or

      (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; or




                                          231
               GENERAL AND STATUTORY INFORMATION

(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.

Disclosure in relation to Mr Liong Kiam Teck
Between March 1994 and July 1994, Mr Liong Kiam Teck was interviewed by the
Commercial Affairs Department of Singapore (“CAD”) on two separate occasions. Mr
Liong Kiam Teck was unable to ascertain the specific objective of the investigation as
there was no prosecution or charge by the CAD against Mr Liong Kiam Teck arising from
this investigation.

In addition, in or around 1994, CAD requested for access to certain records of
Matsushita Greatwall. Mr Liong Kiam Teck was then and still is a director of Matsushita
Greatwall. To the best of his knowledge, there was no prosecution or charge by the CAD
against Matsushita Greatwall arising from this investigation.

In 1998, a company, in which Mr Liong Kiam Teck was then and still is a director, (the
“Purchaser Company”) was fined S$5,000 by the Land Dealings (Approval) Unit for
purchasing a landed residential property from Tacwealth Investments Pte Ltd (now known
as SinoTac Group) without obtaining the necessary written consent from the Land
Dealings (Approval) Unit. The transaction was concluded sometime in 1989 or 1990.

In or around 2000, the Corrupt Practices Investigation Bureau (“CPIB”) filed charges
against Mr Liong Kiam Teck for an offence of cheating under Section 420 of the Penal
Code. At the close of the prosecution’s case, the district judge acquitted Mr Liong Kiam
Teck without calling for his defence, and the prosecution did not appeal against such
judgment.

Disclosure in relation to Mr Neo Tiam Boon, PBM
In or around 2009, Mr Neo Tiam Boon, PBM was interviewed once by the Criminal
Investigation Department (“CID”). The investigations by CID related to a loan extended by
Mr Neo Tiam Boon, PBM to an individual who was alleged involved in a criminal breach
of trust. To the best of Mr Neo Tiam Boon, PBM’s knowledge and belief, neither he nor
our Group was the subject of the investigations. There was no follow-up after the said
interview by CID.

Disclosure in relation to Mr Neo Tiam Poon @ Neo Thiam Poon
In or around 2000, Mr Neo Tiam Poon @ Neo Thiam Poon was interviewed once by the
CPIB. The investigations by CPIB related to a sale of a property by Mr Neo Tiam Poon @
Neo Thiam Poon to a HDB employee who had previously supervised one of our Group’s
projects. To the best of Mr Neo Tiam Poon @ Neo Thiam Poon’s knowledge and belief,
neither he nor our Group was the subject of the investigations. There was no follow-up
after the said interview by CPIB.




                                       232
                GENERAL AND STATUTORY INFORMATION

Disclosure in relation to Mr Liong Kiam Teck, Mr Neo Tiam Poon @ Neo Thiam Poon
and Mr Neo Thiam An
In or around 1994, CAD requested for access to certain records of Tacwealth
Investments Pte Ltd (now known as SinoTac Group) and Tiong Aik Construction. Mr
Liong Kiam Teck, Mr Neo Tiam Poon @ Neo Thiam Poon and Mr Neo Thiam An were
then and still are directors of each of Tacwealth Investments Pte Ltd (now known as
SinoTac Group) and Tiong Aik Construction. There was no prosecution or charge by the
CAD against any of these aforementioned companies or any of its directors arising from
these investigations.

The directors of Tiong Aik Construction, Mr Liong Kiam Teck, Mr Neo Tiam Poon @ Neo
Thiam Poon and Mr Neo Thiam An were informed by the then auditors of Tiong Aik
Construction of a letter from the CAD dated 23 June 1994 and addressed to its auditors
requesting for the audit files or working papers on Tiong Aik Construction covering the
period from 1989 to 1992. To the best of their knowledge, there was no prosecution or
charge by CAD against Tiong Aik Construction, any of its directors or its then auditors
arising from this investigation.

Disclosure in relation to Mr Liong Kiam Teck and Mr Neo Thiam An
In or around 1994, CAD requested for access to certain records of TAC Marketing Pte
Ltd. Mr Liong Kiam Teck and Mr Neo Thiam An were then and still are directors of TAC
Marketing Pte Ltd. There was no prosecution or charge by the CAD against TAC
Marketing Pte Ltd or any of its directors arising from these investigations.

Disclosure in relation to Mr Lee Ah Fong
Mr Lee Ah Fong was interviewed by CPIB in connection with an investigation concerning
his client about 10 years ago. To the best of Mr Lee Ah Fong’s knowledge and belief, he
was not the subject of the investigation. There was no follow-up after the said interview
by CPIB.

Disclosure in relation to Mr Mervyn Goh Bin Guan
A writ of summons was filed against Mr Mervyn Goh Bin Guan on 28 April 2010 in
relation to a motor accident. No injuries were sustained by any of the parties involved in
the accident. To the best of Mr Mervyn Goh Bin Guan’s knowledge and belief, his motor
insurers took over the conduct of the legal suit. To date, no further claims have been
made against Mr Mervyn Goh Bin Guan and neither has he been involved in any court
proceedings related to this.

Disclosure in relation to Ms Yap Ming Choo
On or around 2006, Ms Yap Ming Choo was interviewed by the Vietnamese police in Ho
Chi Minh City in relation to certain allegations made by the Vietnamese joint venture
partner of her then-employer against her then-employer. To the best of Ms Yap Ming
Choo’s knowledge and belief, she was not the subject of the investigation, and there was
no follow-up from the Vietnamese police thereafter.

Disclosure in relation to Mr Chow Yew Seng
More than 20 years ago, Mr Chow Yew Seng assisted the CPIB in investigations into the
alleged corrupt practices involving a third party. To the best of Mr Chow Yew Seng’s
knowledge and belief, he was not the subject of the investigation, and there was no
follow-up from CPIB thereafter.

                                       233
                     GENERAL AND STATUTORY INFORMATION

     Disclosure in relation to Mr Goh Yong Joo
     A writ of summons was filed by Mr Goh Yong Joo’s motor insurers in the Subordinate
     Courts on 10 March 2008 against another party in relation to a motor accident. No
     injuries were sustained by any of the parties involved in the accident. A notice of
     discontinuance in respect of this legal suit was filed by Mr Goh Yong Joo’s motor insurers
     on 26 September 2008.

     A writ of summons was filed against Mr Goh Yong Joo on 8 April 2010 in relation to a
     motor accident. No injuries were sustained by any of the parties involved in the accident.
     To the best of Mr Goh Yong Joo’s knowledge and belief, a notice of discontinuance in
     respect of this legal suit was filed by the plaintiff on 27 May 2010.

     A writ of summons was filed against Mr Goh Yong Joo on 23 April 2010 in relation to a
     motor accident. No injuries were sustained by any of the parties involved in the accident.
     To the best of Mr Goh Yong Joo’s knowledge and belief, a notice of discontinuance in
     respect of this legal suit was filed by the plaintiff on 24 May 2010.

     General Disclosure
     Further, each of Mr Liong Kiam Teck, Mr Neo Tiam Poon @ Neo Thiam Poon, Mr Neo
     Tiam Boon, PBM and Mr Neo Thiam An has also held directorial or managerial positions
     in the companies within our Group at various times in the past and has been concerned
     with the management or conduct of such companies within our Group at such times
     when these companies were fined and/or penalised for breaches or offences. Such
     breaches or offences in the past include the late payment of amounts due to relevant
     authorities such as taxes and the late statutory lodgments of documents with relevant
     authorities.

     Due to the nature of our Group’s business, our Executive Directors would be required to
     contact and liaise with its customers, suppliers and/or sub-contractors. In addition, our
     Executive Directors also have other business interests and investments outside our
     Group, which could result in them being named as directors of those various business
     interests and/or investments.

     Accordingly, there could have been instances in the past, which our Executive Directors,
     were requested to assist in investigations conducted by the regulatory or governmental
     authorities such as CPIB or the CAD on some of its customers, suppliers, sub-
     contractors, other business interests and/or investments. Our Executive Directors were
     unable to ascertain the specific objective of these investigations as there was no action
     taken by the relevant authorities against them arising from these investigations.

4.   Save as disclosed under 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 or any of our subsidiaries.

5.   Save as disclosed under the section entitled “Interested Person Transactions” of this
     Prospectus, no sum or benefit has been paid or is agreed to be paid to any Director or
     expert, or to any firm in which such Director or expert is a partner or any corporation in
     which such Director or expert holds shares or debentures, in cash or in shares or
     otherwise, by any person to induce him to become, or qualify him as, a Director, or
     otherwise for services rendered by him or by such firm or corporation in connection with
     the promotion or formation of our Company.


                                            234
                      GENERAL AND STATUTORY INFORMATION

SHARE CAPITAL
6.    As at the date of this Prospectus, there is only one class of shares in the capital of our
      Company. The rights and privileges attached to our Shares are stated in our Articles of
      Association. There are no founder, management, deferred or unissued shares reserved
      for issuance for any purpose. Our Shares owned by our Directors, Executive Officers and
      Substantial Shareholders are not entitled to any different voting rights from the Invitation
      Shares.

7.    No option to subscribe for or purchase shares in or debentures of our Company or our
      subsidiaries has been granted to, or was exercised by any person for the period under
      review.

8.    No person has been, or is entitled to be, given an option to subscribe for any shares in or
      debentures of our Company or any of our subsidiaries.

9.    There is no known arrangement the operation of which may, at a subsequent date, result
      in a change in control of our Company.

10.   There has not been any public takeover offer, by a third party in respect of our Shares or
      by our Company in respect of the shares of another corporation, which has occurred
      during the financial period covered by this Prospectus up to the Latest Practicable Date.

11.   Save as disclosed in the sections entitled “Share Capital” and “Restructuring Exercise” of
      this Prospectus, no shares or debentures were issued or agreed to be issued by our
      Company or our subsidiaries for cash or for a consideration other than cash during the
      last three years preceding the date of lodgement of this Prospectus.

12.   There are no shares in our Company that are held by or on behalf of our Company or by
      our subsidiaries.

MEMORANDUM AND ARTICLES OF ASSOCIATION
13.   (a)   Our Company is registered in Singapore with the Accounting and Corporate
            Regulatory Authority with the registration number 201105512R. The main object of
            our Company is to carry on business as, amongst others, an investment holding
            company.

      (b)   An extract of our Articles of Association providing for, amongst others,
            transferability of shares, Directors’ voting rights, borrowing powers of Directors and
            dividend rights are set out in Annex E of this Prospectus. The Articles of
            Association of our Company is available for inspection at our registered office in
            accordance with the paragraph under the heading “Documents Available for
            Inspection” of this Prospectus.




                                              235
                      GENERAL AND STATUTORY INFORMATION

MATERIAL CONTRACTS
14.   The following contracts, not being contracts entered into in the ordinary course of
      business of our Company and our subsidiaries (as the case may be), have been entered
      into by our Company and our subsidiaries (as the case may be) within the two years
      preceding the date of lodgement of this Prospectus and are or may be material:

      (a)    The Management and Underwriting Agreement dated [ ] made between our
             Company, the Vendors and the Issue Manager and the Joint Underwriters referred
             to under the section entitled “Management, Underwriting and Placement
             Arrangements” of this Prospectus;

      (b)    The Placement Agreement dated [ ] made between our Company, the Vendors
             and the Joint Placement Agents referred to under the section entitled
             “Management, Underwriting and Placement Arrangements” of this Prospectus;

      (c)    The Depository Agreement dated [ ] made between our Company and CDP
             pursuant to which CDP agreed to act as central depository for our Company’s
             securities for trades in the securities of our Company through the SGX-ST;

      (d)    The Share Purchase Deed dated 16 September 2011 pursuant to the
             Restructuring Exercise;

      (e)    The Right of First Refusal dated 5 September 2011 made between our Company,
             Parrigold and the shareholders of Parrigold in relation to the Johore ROFR;

      (f)    The Right of First Refusal dated 5 September 2011 made between our Company
             and SinoTac Group in relation to the Cambodian ROFR;

      (g)    The Call Option dated 5 September 2011 made between our Company and our
             Executive Chairman, Mr Liong Kiam Teck in relation to his shareholding interest in
             Tacwealth Brunei; and

      (h)    The Right of First Refusal dated 5 September 2011 made between our Company
             and each of Mr Liong Kiam Teck and Mr Neo Tiam Poon @ Neo Thiam Poon in
             relation to the Real Estate Development ROFRs.

LITIGATION
15.   To the best of our knowledge and belief, having made all reasonable enquiries, neither
      our Company nor any of our subsidiaries is engaged in any litigation or arbitration in the
      last 12 months preceding the date of lodgement of this Prospectus either as plaintiff or
      defendant in respect of any claims or amounts which may have or have had a material
      effect on our Group’s profitability or financial position.

      As at the Latest Practicable Date, our Directors have no knowledge of any proceeding,
      litigation or claim which have a material effect on our Group’s profitability or financial
      position which is pending or known to be contemplated or threatened against our
      Company or any of our subsidiaries or of any facts likely to give rise to any such
      litigation, arbitration or claim.




                                             236
                      GENERAL AND STATUTORY INFORMATION

      One of our subsidiaries is currently the second defendant among four defendants in a
      claim filed by the Management Corporation Strata Title Plan No. 3322 dated 12 August
      2011 for damages in tort and contractual breach of warranties, including alleged
      development defects on their property which was a construction project completed by our
      subsidiary. In the event that our defence is unsuccessful, to the best of our knowledge
      and belief, we do not believe that the claim, if materialised, will have a material effect on
      our Group’s profitability and financial position.

      From time to time, we are subject to personal injury claims by workers who were involved
      in accidents at our worksite during the course of their work. Generally, such claims are
      settled through our insurers pursuant to the workmen compensation scheme or pursuant
      to a claim under common law.

MISCELLANEOUS
16.   There has been no previous issue of Shares by our Company or offer for sale of our
      Shares to the public since its incorporation.

17.   Application monies received in respect of all successful applications (including
      successfully balloted applications which are subsequently rejected) will be placed in a
      separate non-interest bearing account with UOB (the “Receiving Bank”). There is no
      sharing arrangement between the Receiving Bank and our Company in respect of
      interest or revenue or any other benefit in respect of the deployment of application
      monies in the inter-bank monies market, if any. Any refund of the application monies to
      unsuccessful or partially successful applicants will be made without any interest or share
      of such revenue or other benefit arising therefrom.

18.   No property has been purchased or acquired or proposed to be purchased or acquired
      by our Group which is to be paid for, wholly or partly, out of the proceeds from the issue
      of New Shares or the purchase or acquisition of which has not been completed at the
      date of this Prospectus, other than the contract for the purchase or acquisition whereof
      was entered into in the ordinary course of business of our Group, such contract not being
      made in contemplation of the Invitation nor the Invitation in consequence of the contract.

19.   Save as disclosed in this Prospectus, our Directors are not aware of any event which has
      occurred since the end of the period covered by the audited financial statements of our
      Group, that is, 31 December 2010 up to the Latest Practicable Date, which may have a
      material effect on the financial information provided in the “Independent Auditors’ Report
      and the Combined Financial Statements for the Financial Years Ended December 31
      2008, 2009 and 2010”, the “Independent Auditors’ Review Report and the Interim
      Condensed Unaudited Combined Financial Statements for the Three Months Period from
      January 1, 2011 to March 31, 2011” and the “Independent Auditors’ Report and the
      Unaudited Proforma Group Financial Information” as set out in Annexes A, B and C,
      respectively, of this Prospectus.




                                               237
                        GENERAL AND STATUTORY INFORMATION

20.   Save as disclosed 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 Group’s liquidity increasing or
            decreasing in any material way;

      (b)   material commitments for capital expenditures;

      (c)   unusual or infrequent events or transactions or any significant economic changes
            that will materially affect the amount of reported income from operations; and

      (d)   known trends or uncertainties that have had or that our Group reasonably expects
            to have a material favourable or unfavourable impact on revenues or operating
            income.

21.   Details, including the name, address and professional qualifications (including
      membership in a professional body) of the auditors of our Company since incorporation
      are as follows:

                                                                             Partner-in-charge /
            Name and address              Professional body               Professional qualification

       Deloitte & Touche LLP          Institute of Certified Public   Mr Cheung Pui Yuen (a practising
       Certified Public Accountants    Accountants of Singapore       member of the Institute of Certified
       6 Shenton Way #32-00                                           Public Accountants of Singapore)
       DBS Building Tower Two
       Singapore 068809



22.   We currently have no intention of changing our auditors after the listing of our Company
      on SGX-ST.

CONSENTS
23.   The Auditors and Reporting Accountants have given and have not before the registration
      of this Prospectus withdrawn their written consent to the issue of this Prospectus with the
      inclusion herein of the “Independent Auditors’ Report on the Combined Financial
      Statements for the Financial Years Ended December 31, 2008, 2009, 2010” as set out in
      Annex A, the “Independent Auditors’ Review Report on the Interim Condensed Unaudited
      Combined Financial Statements for the Three Months Period from January 1, 2011 to
      March 31, 2011” as set out in Annex B and the “Independent Auditors’ Report and the
      Unaudited Proforma Group Financial Information” as set out in Annex C of this
      Prospectus, in the form and context in which they are included and references to their
      name in the form and context in which it appears in this Prospectus and to act in such
      capacity in relation to this Prospectus.

24.   The Independent Valuers have given and have not before the registration of this
      Prospectus, withdrawn their written consent to the issue of this Prospectus with the
      inclusion herein of the Valuation Certificates as set out in Annex D of this Prospectus, in
      the form and context in which they are included and references to their name in the form
      and context in which it appears in this Prospectus and to act in such capacity in relation
      to this Prospectus.


                                                  238
                      GENERAL AND STATUTORY INFORMATION

25.   The Issue Manager has given, and has not before the registration of this Prospectus
      withdrawn its written consent to being named in this Prospectus as the Issue Manager of
      the Invitation.

26.   The Joint Underwriters and the Joint Placement Agents have given, and have not before
      the registration of this Prospectus, withdrawn their written consent to being named in this
      Prospectus as, the Joint Underwriters and the Joint Placement Agents of the Invitation.

27.   The Solicitors to the Invitation have given, and have not before the registration of this
      Prospectus, withdrawn their written consent to being named in this Prospectus as the
      Solicitors to the Invitation.

28.   The Solicitors to the Issue Manager, Joint Underwriters and Joint Placement Agents have
      given, and have not before the registration of this Prospectus withdrawn their written
      consent to being named in this Prospectus as the Solicitors to the Issue Manager, Joint
      Underwriters and Joint Placement Agents in relation to the Invitation.

29.   The Legal Advisers to the Company on PRC Law have given, and have not before the
      registration of this Prospectus, withdrawn their written consent to being named in this
      Prospectus as the Legal Advisers to the Company on PRC Law in relation to the
      Invitation.

30.   The Legal Advisers to the Company on Cambodian Law have given, and have not before
      the registration of this Prospectus, withdrawn their written consent to being named in this
      Prospectus as the Legal Advisers to the Company on Cambodian Law in relation to the
      Invitation.

31.   The Legal Advisers to the Company on Indian Law have given, and have not before the
      registration of this Prospectus, withdrawn their written consent to being named in this
      Prospectus as the Legal Advisers to the Company on Indian Law in relation to the
      Invitation.

32.   The Principal Bankers have given, and have not before the registration of this Prospectus
      withdrawn their written consent to being named in this Prospectus as the Principal
      Bankers in relation to the Invitation.

33.   The Share Registrar has given, and has not before the registration of this Prospectus
      withdrawn its written consent to being named in this Prospectus as the Share Registrar in
      relation to the Invitation.

34.   Each of the Issue Manager, the Joint Underwriters and the Joint Placement Agents, the
      Solicitors to the Invitation, the Solicitors to the Issue Manager, the Joint Underwriters and
      the Joint Placement Agents, the Legal Advisers to the Company on PRC Law, the Legal
      Advisers to the Company on Cambodian Law, the Legal Advisers to the Company on
      Indian Law, the Independent Valuers, the Principal Bankers and the Share Registrar do
      not make, or purport to make, any statement in this Prospectus or any statement upon
      which a statement in this Prospectus is based and, to the maximum extent permitted by
      law, expressly disclaim and take no responsibility for any liability to any person which is
      based on, or arises out of, the statements, information or opinions in this Prospectus.




                                               239
                      GENERAL AND STATUTORY INFORMATION

RESPONSIBILITY STATEMENT BY THE DIRECTORS OF OUR COMPANY AND THE
VENDORS
34.   This Prospectus has been seen and approved by our Directors and the Vendors and they
      collectively and individually accept full responsibility for the accuracy of the information
      given in this Prospectus and confirm, having made all reasonable enquiries, that to the
      best of their knowledge and belief, the facts stated and the opinions expressed in this
      Prospectus are fair and accurate in all material respects as at the date of this Prospectus
      and that there are no other material facts the omission of which would make any
      statements herein misleading, and that this Prospectus constitutes full and true
      disclosure of all material facts about the Invitation, our Company and our subsidiaries.

DOCUMENTS AVAILABLE FOR INSPECTION
35.   Copies of the following documents may be inspected at the registered office of our
      Company, during normal business hours for a period of six months from the date of
      registration of this Prospectus:

      (a)   the Memorandum and Articles of Association of our Company;

      (b)   the material contracts referred to in paragraph 14 above;

      (c)   the letters of consent referred to in paragraph 23 to 33 above;

      (d)   the Service Agreements referred to under the section entitled “Directors,
            Management and Staff - Service Agreements” of this Prospectus;

      (e)   the Independent Auditors’ Report and the Combined Financial Statements for the
            Financial Years Ended December 31, 2008, 2009 and 2010;

      (f)   the Independent Auditor’s Review Report and the Interim Condensed Unaudited
            Combined Financial Statements for the Three Months Period from January 1, 2011
            to March 31, 2011;

      (g)   the Independent Auditors’ Report and the Unaudited Proforma Group Financial
            Information; and

      (h)   the Valuation Certificates.




                                              240
      ANNEX A – INDEPENDENT AUDITORS’ REPORT AND THE COMBINED
        FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED
                    DECEMBER 31, 2008, 2009 AND 2010

INDEPENDENT AUDITORS’ REPORT ON THE COMBINED FINANCIAL STATEMENTS FOR
THE FINANCIAL YEARS ENDED DECEMBER 31, 2008, 2009 AND 2010


September 22, 2011


The Board of Directors
TA Corporation Ltd
New World Centre
1 Jalan Berseh, #03-03
Singapore 209037


Dear Sirs

Report on the Financial Statements
We have audited the accompanying combined financial statements of TA Corporation Ltd (the
“Company”) and its subsidiaries (collectively referred to as the “Group”). The combined
financial statements comprise the combined statements of financial position as at December
31, 2008, 2009 and 2010, combined statements of comprehensive income, combined
statements of changes in equity and combined statements of cash flows of the Group for the
years ended December 31, 2008, 2009 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-63.

Management’s Responsibility for the Financial Statements
Management is responsible for the preparation of these combined financial statements that give
a true and fair view in accordance with 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.




                                             A-1
       ANNEX A – INDEPENDENT AUDITORS’ REPORT AND THE COMBINED
         FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED
                     DECEMBER 31, 2008, 2009 AND 2010

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
auditor’s 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 entity’s 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 entity’s 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.

Opinion
In our opinion, the combined financial statements of the Group are properly drawn up in
accordance with the Singapore Financial Reporting Standards so as to give a true and fair view
of the state of affairs of the Group as at December 31, 2008, 2009 and 2010 and of the results,
changes in equity and cash flows of the Group for the Relevant Periods.

Other matters
These combined financial statements have been prepared solely in connection with the
proposed listing of TA Corporation Ltd on the Singapore Exchange Securities Trading Limited.
This report is made solely to you, as a body for this purpose and for no other purpose. 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


Cheung Pui Yuen
Partner




                                               A-2
        ANNEX A – INDEPENDENT AUDITORS’ REPORT AND THE COMBINED
          FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED
                      DECEMBER 31, 2008, 2009 AND 2010

TA CORPORATION LTD AND ITS SUBSIDIARIES

COMBINED STATEMENTS OF FINANCIAL POSITION
As at December 31, 2008, 2009 and 2010


                                 Note        2008      2009      2010
                                             $’000     $’000     $’000

ASSETS

Current assets
Cash and bank balances           6           12,258    32,273    47,840
Trade and other receivables      7           66,062    95,998    80,080
Deposits and prepayments         8            4,393     2,880     5,690
Inventories                      9               60        90        98
Development properties           11         162,129   141,891   152,889

Total current assets                        244,902   273,132   286,597


Non-current assets
Trade and other receivables       7          28,982    26,970    16,076
Property, plant and equipment    12          16,126    15,116    15,975
Investment properties            13          55,163    52,230    57,630
Goodwill                         14           1,728     1,728     1,728
Investment in associates         15           4,959     6,486    18,715
Available-for-sale investments   16           1,716     1,917       127
Deferred tax assets              17             914       668        55

Total non-current assets                    109,588   105,115   110,306

Total assets                                354,490   378,247   396,903




                                      A-3
         ANNEX A – INDEPENDENT AUDITORS’ REPORT AND THE COMBINED
           FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED
                       DECEMBER 31, 2008, 2009 AND 2010

                                               Note         2008       2009       2010
                                                            $’000      $’000      $’000

LIABILITIES AND EQUITY

Current liabilities
Borrowings                                     18           63,126     63,549     40,266
Trade and other payables                       19           84,945    105,572    109,706
Current portion of finance leases              20              231        203        540
Income tax payable                                           1,590        394      3,185

Total current liabilities                                  149,892    169,718    153,697


Non-current liabilities
Borrowings                                     18          110,115    104,373    114,628
Trade and other payables                       19            6,193      7,174      3,411
Finance leases                                 20              583        421      1,437
Deferred tax liabilities                       17              930      2,708      3,812

Total non-current liabilities                              117,821    114,676    123,288


Capital, reserves and non-controlling interests
Share capital                                   21          29,391     29,391     29,391
Translation reserve                                            (83)       (94)       (85)
Retained earnings                                           56,620     63,161     83,158

Equity attributable to owners of the Company                85,928     92,458    112,464
Non-controlling interests                                      849      1,395      7,454

Total equity                                                86,777     93,853    119,918

Total liabilities and equity                               354,490    378,247    396,903




See accompanying notes to financial statements.


                                                     A-4
         ANNEX A – INDEPENDENT AUDITORS’ REPORT AND THE COMBINED
           FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED
                       DECEMBER 31, 2008, 2009 AND 2010

TA CORPORATION LTD AND ITS SUBSIDIARIES

COMBINED STATEMENTS OF COMPREHENSIVE INCOME
Financial years ended December 31, 2008, 2009 and 2010


                                              Note         2008        2009        2010
                                                           $’000       $’000       $’000

Revenue                                       22         226,887     222,128     235,513
Cost of sales                                            (210,256)   (204,129)   (194,590)

Gross profit                                              16,631      17,999      40,923
Other income                                  23            7,046       8,793     15,826
Selling and distribution costs                             (3,872)     (2,938)     (3,363)
General and administrative expenses                        (9,653)     (8,980)     (9,147)
Other operating expenses                      24           (1,742)     (1,907)     (1,677)
Share of profit of associates                 15            1,394       1,542       3,163
Finance costs                                 25           (3,988)     (3,794)     (3,842)

Profit before income tax                                    5,816     10,715      41,883
Income tax expense                            26           (2,154)     (3,219)     (5,635)

Profit for the year                           27            3,662       7,496     36,248
Other comprehensive income:
 Exchange differences on translation
  of foreign operations                                       (94)        (20)        (63)

Total comprehensive income for the year                     3,568       7,476     36,185
Profit attributable to:
 Owners of the Company                                      3,903       6,898     30,105
 Non-controlling interests                                   (241)        598      6,143

                                                            3,662       7,496     36,248

Total comprehensive income attributable to:
 Owners of the Company                                      3,849       6,887     30,114
 Non-controlling interests                                   (281)        589      6,071

                                                            3,568       7,476     36,185

Earnings per share (cents):                   28
 Basic and diluted                                            1.1         2.0         8.6




See accompanying notes to financial statements.


                                                   A-5
        ANNEX A – INDEPENDENT AUDITORS’ REPORT AND THE COMBINED
          FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED
                      DECEMBER 31, 2008, 2009 AND 2010

TA CORPORATION LTD AND ITS SUBSIDIARIES

COMBINED STATEMENTS OF CHANGES IN EQUITY
Financial years ended December 31, 2008, 2009 and 2010


                                                                     Equity
                                                                  attributable
                                                                   to owners        Non-
                               Share     Translation   Retained      of the      controlling
                               capital     reserve     earnings    Company        interests     Total
                               $’000        $’000       $’000        $’000          $’000       $’000

Balance at January 1, 2008     29,390        (29)       52,717      82,078         1,130        83,208

Issue of share capital              1          –             –            1             –               1

Total comprehensive income
 for the year                       –        (54)        3,903       3,849          (281)        3,568

Balance at December 31, 2008   29,391        (83)       56,620      85,928           849        86,777

Total comprehensive income
 for the year                       –        (11)        6,898       6,887           589         7,476

Dividends (Note 30)                 –          –          (357)       (357)           (43)        (400)

Balance at December 31, 2009   29,391        (94)       63,161      92,458         1,395        93,853

Total comprehensive income
 for the year                       –          9        30,105      30,114         6,071        36,185

Dividends (Note 30)                 –          –       (10,108)    (10,108)           (12)     (10,120)

Balance at December 31, 2010   29,391        (85)       83,158    112,464          7,454       119,918




See accompanying notes to financial statements.

                                              A-6
        ANNEX A – INDEPENDENT AUDITORS’ REPORT AND THE COMBINED
          FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED
                      DECEMBER 31, 2008, 2009 AND 2010

TA CORPORATION LTD AND ITS SUBSIDIARIES

COMBINED STATEMENTS OF CASH FLOWS
Financial years ended December 31, 2008, 2009 and 2010


                                                                    2008       2009       2010
                                                                    $’000      $’000      $’000

Operating activities
Profit before income tax                                            5,816     10,715     41,883

Adjustments for:
 Depreciation expense                                                1,521      1,405      1,819
 Share of profit of associates                                      (1,394)    (1,542)    (3,163)
 Impairment loss on available-for-sale investments                     515        243          –
 Impairment loss on investment in associates                             –         15          –
 Gain in fair value of investment properties                          (150)      (280)    (5,400)
 Loss in fair value of investment properties                           660        100          –
 Fair value gain on disposal of available-for-sale investment            –          –     (3,727)
 Negative goodwill arising on additional investment in associate         –          –       (247)
 Loss on disposal of property, plant and equipment                       –          –          1
 Gain on disposal of property, plant and equipment                    (514)       (49)      (241)
 Gain on disposal of associates                                         (5)         –          –
 Interest expense                                                    3,988      3,794      3,842
 Interest income                                                    (1,523)    (1,401)    (1,484)
 Allowance for doubtful debts                                          132          –        608

Operating cash flows before movements in working capital            9,046     13,000     33,891

 Trade and other receivables                                        22,533    (27,924)    26,204
 Deposits and prepayments                                           (3,654)     1,513     (2,810)
 Inventories                                                            13        (30)        (8)
 Development properties                                            (18,889)    23,351    (10,998)
 Trade and other payables                                            1,553     21,608     (9,629)

Cash generated from operations                                     10,602     31,518     36,650
 Income tax paid                                                   (1,464)    (2,391)    (1,127)
 Interest paid                                                     (3,988)    (3,794)    (3,842)

Net cash from operating activities                                  5,150     25,333     31,681




                                                     A-7
        ANNEX A – INDEPENDENT AUDITORS’ REPORT AND THE COMBINED
          FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED
                      DECEMBER 31, 2008, 2009 AND 2010

                                                                2008        2009       2010
                                                                $’000       $’000      $’000

Investing activities
  Interest received                                              1,523       1,401      1,484
  Purchase of property, plant and equipment                     (2,209)       (378)    (1,043)
  Proceeds from disposal of property, plant and equipment          535          62        246
  Proceeds from disposal of associate                               86           –          –
  Additional investment in associate                                 –           –     (3,302)
  Purchase of available-for-sale investments                    (1,514)       (444)         –
  Additions to investment properties                            (3,113)          –          –

Net cash (used in) from investing activities                    (4,692)       641      (2,615)


Financing activities
 Proceeds from borrowings                                      29,707      113,548     34,841
 Repayment of borrowings                                      (32,476)    (118,560)   (45,200)
 Repayment of obligations under finance leases                    (86)        (190)      (352)
 Proceeds from issue of shares                                      1            –          –
 Dividends paid                                                     –         (400)      (120)
 Restricted cash                                                8,246      (21,002)    (1,675)

Net cash from (used in) financing activities                    5,392      (26,604)   (12,506)


Increase (Decrease) in cash and cash equivalents                 5,850        (630)   16,560
Cash and cash equivalents at beginning of the year              (5,285)        589       (91)
Effect of exchange rate changes                                     24         (50)        1

Cash and cash equivalents at end of the year                      589          (91)   16,470


Cash and cash equivalents at end of the year comprise the following:

                                                                 2008        2009       2010
                                                                 $’000       $’000      $’000

Cash and bank balances (Note 6)                                12,258       32,273     47,840
Less: Restricted cash (Note 6)                                 (7,658)     (28,660)   (30,335)

                                                                 4,600       3,613    17,505
Bank overdrafts (Note 18)                                       (4,011)     (3,704)   (1,035)

Cash and cash equivalents at end of the year                      589          (91)   16,470




See accompanying notes to financial statements.

                                                     A-8
     ANNEX A – INDEPENDENT AUDITORS’ REPORT AND THE COMBINED
       FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED
                   DECEMBER 31, 2008, 2009 AND 2010

TA CORPORATION LTD AND ITS SUBSIDIARIES

NOTES TO COMBINED FINANCIAL STATEMENTS
December 31, 2008, 2009 and 2010


1.   GENERAL
     The Company (Registration No. 201105512R) is incorporated in Singapore with its
     principal place of business and registered office at 1 Jalan Berseh, #03-03, New World
     Centre, Singapore 209037. The financial statements are expressed in Singapore
     dollars.

     The principal activity of the Company is that of investment holding.

     The principal activities of the subsidiaries are disclosed below.

     Pursuant to the Group restructuring (the “Restructuring Exercise”) to rationalise the
     structure of the Company and its subsidiaries (hereinafter collectively referred to as the
     “Group”) in preparation of the proposed listing of the Company on the Singapore
     Exchange Securities Trading Limited, the Company underwent a Restructuring Exercise
     involving the following:

     (a)   Acquisition of Tiong Aik Corporation (Cambodia) Ltd (“Tiong Aik (Cambodia)”) by
           Sino Holdings (S’pore) Pte Ltd
           On February 23, 2011, Sino Holdings (S’pore) Pte Ltd acquired the entire issued
           share capital of Tiong Aik (Cambodia) from SinoTac Group Pte. Ltd. for a
           consideration of S$49,183, based on the then Net Asset Value (“NAV”) of Tiong Aik
           (Cambodia) after taking into account the capital injection from the previous
           shareholder to be made in April 2011.

     (b)   Incorporation of our Company
           Our Company was incorporated in Singapore on March 7, 2011 as a private limited
           company under the name of “TA Corporation Pte. Ltd.”, with Mr Liong Kiam Teck as
           the sole shareholder as at the date of incorporation.

     (c)   Acquisition of Meadows Investment Pte. Ltd. by our Company
           On March 31, 2011, our Company acquired the entire issued share capital of
           Meadows Investment Pte. Ltd. from Mr Neo Tiam Boon, PBM for a nominal
           consideration of S$1 as it was a dormant company.




                                              A-9
 ANNEX A – INDEPENDENT AUDITORS’ REPORT AND THE COMBINED
   FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED
               DECEMBER 31, 2008, 2009 AND 2010

(d)      Share purchase in respect of subsidiaries of our Company
         Pursuant to a share purchase deed dated September 16, 2011, our Company
         acquired from each of Mr Liong Kiam Teck, Mr Neo Tiam Poon @ Neo Thiam
         Poon, Mr Neo Tiam Boon, PBM, Mr Neo Thiam An, Mr Neo Kian Lee, Mdm Phan
         Fong Ying and SinoTac Group Pte. Ltd. the ordinary shares held by them in Aston
         Air Control Pte Ltd, Credence Engineering Pte. Ltd., Sino Holdings (S’pore) Pte
         Ltd, SinoTac Builder’s (S) Pte Ltd, Tiong Aik Corporation (Cambodia) Ltd, Tiong Aik
         Construction Pte Ltd, Tiong Aik Development Pte. Ltd., Tiong Aik Investments Pte
         Ltd and Tiong Aik Holding Pte Ltd as follows:

                                                                                                        Percentage
                                                                                                         of issued
                                                                                                           share
                                Mr Neo                                                                   capital of
                              Tiam Poon                                                     SinoTac     subsidiary
Name of             Mr Liong    @ Neo Mr Neo Tiam Mr Neo             Mr Neo     Mdm Phan     Group       acquired
subsidiary          Kiam Teck Thiam Poon Boon, PBM Thiam An          Kian Lee   Fong Ying   Pte. Ltd.       (%)

Aston Air
Control Pte Ltd       70,000           –      69,999            1          –           –    400,000         90

Credence
Engineering
Pte. Ltd.             20,000      10,000       7,500         7,500     5,000           –           –       100

Sino Holdings
(S'pore) Pte Ltd    3,896,104   1,948,052    909,092    1,948,051          –    1,298,701          –       100

SinoTac
Builder's (S) Pte
Ltd                   90,000      60,000      60,000        30,000    30,000           –           –       100

Tiong Aik
Construction
Pte Ltd             7,650,000   3,300,000   1,800,000   1,800,000    450,000           –           –       100

Tiong Aik
Development
Pte. Ltd.            310,000     230,000     230,000       230,000         –           –           –       100

Tiong Aik
Investments
Pte Ltd              857,000     428,500           –       428,500         –     286,000           –       100

Tiong Aik
Holding Pte Ltd      200,000     100,000           –        25,000    25,000      75,000           –       100


The consideration of $112,464,663 for the acquisition of the shares in the above
subsidiaries was based on the audited consolidated NAV of the acquired shares of the
subsidiaries as at December 31, 2010. Such acquisition was on a willing buyer and willing
seller basis, and the shares were transferred free from all liens, charges and
encumbrances and with all rights attaching to them, with effect from September 16, 2011.
In accordance with the terms and conditions of the aforementioned share purchase deed,
the consideration was satisfied by the issue by our Company of an aggregate of 9,999
Shares to Mr Liong Kiam Teck (4,499 Shares), Mr Neo Tiam Poon @ Neo Thiam Poon
(2,160 Shares), Mr Neo Tiam Boon, PBM (2,270 Shares) and Mr Neo Thiam An (1,070
Shares) on September 16, 2011.

                                                    A-10
 ANNEX A – INDEPENDENT AUDITORS’ REPORT AND THE COMBINED
   FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED
               DECEMBER 31, 2008, 2009 AND 2010

Upon completion of the Restructuring Exercise, details of the Company’s subsidiaries are
as follows:

                                                                         Group’s proportion
                                  Principal activities/                    of ownership
                                  Country of incorporation                  interest and
Name of subsidiary                and operations                         voting power held
                                                                    2008        2009        2010
                                                                     %           %           %

Aston Air Control Pte Ltd   (a)
                                  Contractor of air conditioning     90          90         90
                                  installation, installation and
                                  servicing of air conditioning
                                  systems
                                  /Singapore

Credence Engineering              Manufacture and repair of other   100         100        100
Pte. Ltd. (a)                     oilfield and gasfield machinery
                                  and equipment
                                  /Singapore

Meadows Investment                Investment holding                100         100        100
Pte. Ltd. (a)                     /Singapore

Sino Holdings (S’pore)            Investment holding                100         100        100
Pte Ltd (a)                       /Singapore

SinoTac Builder’s (S)             Building construction works       100         100        100
Pte Ltd (a)                       /Singapore

Tiong Aik Construction            Building construction             100         100        100
Pte Ltd (a)                       /Singapore

Tiong Aik Development             Real estate development           100         100        100
Pte. Ltd. (a)                     /Singapore

Tiong Aik Holding                 Real estate development           100         100        100
Pte Ltd (a)                       /Singapore

Tiong Aik Investments             Real estate development           100         100        100
Pte Ltd (a)                       /Singapore

Held by Sino Holdings (S’pore) Pte Ltd

Grovehill Pte. Ltd. (a)           Real estate development            70          70         70
                                  /Singapore

Sino Tac Holding Pte Ltd    (a)
                                  Real estate development,          100         100        100
                                  business and management
                                  consultancy services
                                  /Singapore

Tiong Aik Land Pte. Ltd. (a)      Investment holding                100         100        100
                                  /Singapore




                                              A-11
      ANNEX A – INDEPENDENT AUDITORS’ REPORT AND THE COMBINED
        FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED
                    DECEMBER 31, 2008, 2009 AND 2010

                                                                                   Group’s proportion
                                         Principal activities/                       of ownership
                                         Country of incorporation                     interest and
     Name of subsidiary                  and operations                            voting power held
                                                                              2008        2009        2010
                                                                               %           %           %

     Held by SinoTac Builder’s (S) Pte Ltd

     Quest Homes Pte. Ltd. (a)           Real estate development
                                         /Singapore                           100         100        100

     Held by Tiong Aik Construction Pte Ltd

     Tiong Aik Resources (S)             Investment holding, general
     Pte Ltd (a)                         wholesale trade (including general
                                         importers and exporters)
                                         /Singapore                            57          57         57

     Held by Tiong Aik Resources (S) Pte Ltd

     TAC Resources (India)               Training and testing centre
     Private Limited (b)                 /India                                57          57         57


     Held by Sino Holdings (S’pore) Pte Ltd

     Tiong Aik Corporation               Investment holding
     (Cambodia) Ltd (b)                  /Cambodia                            100         100        100

     (a)   Audited by Deloitte & Touche LLP, Singapore.

     (b)   Not required to be audited in country of incorporation.

     The combined financial statements of the Group for the financial years ended December
     31, 2008, 2009 and 2010 were authorised for issue by the Board of Directors on
     September 22, 2011.

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
     BASIS OF ACCOUNTING – The combined financial statements have been prepared in
     accordance with the historical cost basis except as disclosed in the accounting policies
     below, and are drawn up in accordance with 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 its
     operations and effective since the beginning of the Relevant Periods.

     The Group has elected to early adopt the amendments to FRS 12 Income Taxes from the
     beginning of the Relevant Periods.




                                                     A-12
ANNEX A – INDEPENDENT AUDITORS’ REPORT AND THE COMBINED
  FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED
              DECEMBER 31, 2008, 2009 AND 2010

Previously, the standard required deferred tax assets and deferred tax liabilities arising
from investment properties to reflect the tax consequences that would follow from the
manner in which the entity expects to recover the carrying amount of its investment
properties (which may differ depending on whether the recovery is from use or from sale
or from both). Such manner of recovery was based on estimates of future transactions
based on current intention.

The amendments introduce a rebuttable presumption that the carrying amount of the
investment property measured using the fair value model will be recovered entirely
through sale. This presumption is rebutted if the investment property is depreciable and
is held within a business model whose objective is to consume substantially all of the
economic benefits over time, rather than through sale.

The early adoption of FRS 12 resulted in a decrease of $ Nil, $30,600 and $918,000 in
income tax expense and deferred tax liabilities for the years ended December 31, 2008,
2009 and 2010 respectively.

At the date of authorisation of these financial statements, the following FRSs, INT FRSs
and amendments to FRS that are relevant to the Group and the company were issued
but not effective:

      Improvements to Financial Reporting Standards (issued in October 2010)
      FRS 24 (Revised) Related Party Disclosures
      INT FRS 115 Agreements for Construction of Real Estate – issued with an
      Accompanying Note

Consequential amendments were also made to various standards as a result of these
new/revised standards.

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 financial
statements of the Group and of the company in the period of their initial adoption except
for the following:

FRS 24 (Revised) Related Party Disclosures
FRS 24 (Revised) Related Party Disclosures is effective for annual periods beginning on
or after January 1, 2011. The revised Standard clarifies the definition of a related party
and consequently additional parties may be identified as related to the reporting entity. In
the period of initial adoption, the changes to related party disclosures, if any, will be
applied retrospectively with restatement of the comparative information.

INT FRS 115 Agreements for Construction of Real Estate
INT FRS 115 applies to the accounting for revenue and associated expenses by entities
that undertake the construction of real estate directly or through subcontractors. The
Interpretation provides guidance on the distinction between ‘construction contracts’ and
other agreements for the construction of real estate. Agreements involving the
construction of real estate will need to be assessed whether they should be accounted
for in accordance with FRS 11 Construction Contracts or FRS 18 Revenue.


                                        A-13
ANNEX A – INDEPENDENT AUDITORS’ REPORT AND THE COMBINED
  FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED
              DECEMBER 31, 2008, 2009 AND 2010

        If an agreement is to be accounted for as a construction under contract under FRS
        11, contract revenue and contract costs associated with the construction contract
        shall be recognised as revenue and expenses respectively by reference to the
        stage of completion of the contract activity at the end of the reporting period;

        If an agreement is to be accounted for as a sale of goods under FRS 18, revenues
        are typically recognised at the completion of the construction i.e. when the entity
        has transferred to the buyer the significant risks and rewards of ownership of the
        goods; unless those significant risks and rewards are transferred continuously as
        construction progresses, in which case revenue and costs should be recognised by
        reference to the stage of completion using the stage of completion method.

Consequently, the recognition of revenue and associated expenses by entities who have
agreements for construction of real estate may change. INT FRS 115 is effective for
annual periods beginning on or after January 1, 2011, and is to be applied
retrospectively.

The Interpretation is issued with an Accompanying Note that explains the application of
the Interpretation to specific type of property development sales in Singapore by
considering its legal framework.

When the Group adopts INT FRS 115 in 2011, the following are the estimated effects of
retrospective application on the amounts reported:

                                                                         Restated upon
                                  As currently reported              adoption of INT FRS 115
                             2008         2009         2010       2008         2009       2010
                             $’000       $’000         $’000      $’000       $’000       $’000

Trade and other
receivables                 95,044      122,968       96,156      92,712     117,821     103,635
Development properties     162,129      141,891      152,889     163,565     145,102     148,241
Investment in associates      4,959        6,486      18,715        3,004     11,855      18,715
Deferred tax liabilities       930         2,708       3,812         405            –       3,812
Total equity                86,777       93,853      119,918      84,451      97,286     119,409
Revenue                    226,887      222,128      235,513     224,555     216,981     242,992
Cost of sales              (210,256)   (204,129)    (194,590)    (208,820)   (200,918)   (199,238)
Share of profit of
associates                    1,394        1,542       3,163         (561)      6,911       3,163
Profit before income tax      5,816      10,715       41,883        2,965     14,148      44,714
Income tax expense           (2,154)      (3,219)      (5,635)     (1,629)     (3,219)     (8,975)
Profit after income tax       3,662        7,496      36,248        1,336     10,929      35,739




                                           A-14
ANNEX A – INDEPENDENT AUDITORS’ REPORT AND THE COMBINED
  FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED
              DECEMBER 31, 2008, 2009 AND 2010

BASIS OF COMBINATION - The combined financial statements incorporate the financial
statements of the Company and entities controlled by the Company (its subsidiaries) and
had been prepared using the principles of merger accounting and on the assumption that
the restructuring of entities controlled by the same shareholders has been enlisted as at
the beginning of the Relevant Periods presented in these combined financial statements.
Control is achieved where the Company has the power to govern the financial and
operating policies of an entity so as to obtain benefits from its activities.

The results of subsidiaries acquired or disposed of during the year are included in the
combined statement of comprehensive income from the effective date of acquisition or up
to the effective date of disposal, as appropriate.

Where necessary, adjustments are made to the financial statements of subsidiaries to
bring their accounting policies into line with those used by other members of the Group.

In the Company’s financial statements, investments in subsidiaries and associates are
carried at cost less any impairment in net recoverable value that has been recognised in
the profit or loss.

BUSINESS COMBINATIONS – Other than business combination involving entities under
common control, acquisitions of subsidiaries and businesses are accounted for using the
acquisition method. The consideration for each acquisition is measured at the aggregate
of the acquisition date fair values of assets given, liabilities incurred by the Group to the
former owners of the acquiree, and equity interests issued by the Group in exchange for
control of the acquiree. Acquisition-related costs are recognised in profit or loss as
incurred.

Where applicable, the consideration for the acquisition includes any asset or liability
resulting from a contingent consideration arrangement, measured at its acquisition-date
fair value. Subsequent changes in such fair values are adjusted against the cost of
acquisition where they qualify as measurement period adjustments (see below). The
subsequent accounting for changes in the fair value of the contingent consideration that
do not qualify as measurement period adjustments depends on how the contingent
consideration is classified. Contingent consideration that is classified as equity is not
remeasured at subsequent reporting dates and its subsequent settlement is accounted
for within equity. Contingent consideration that is classified as an asset or a liability is
remeasured at subsequent reporting dates in accordance with FRS 39 Financial
Instruments: Recognition and Measurement, or FRS 37 Provisions, Contingent Liabilities
and Contingent Assets, as appropriate, with the corresponding gain or loss being
recognised in profit or loss.

Where a business combination is achieved in stages, the Group’s previously held
interests in the acquired entity are remeasured to fair value at the acquisition date (i.e.
the date the Group attains control) and the resulting gain or loss, if any, is recognised in
profit or loss. Amounts arising from interests in the acquiree prior to the acquisition date
that have previously been recognised in other comprehensive income are reclassified to
profit or loss, where such treatment would be appropriate if that interest were disposed
of.




                                        A-15
ANNEX A – INDEPENDENT AUDITORS’ REPORT AND THE COMBINED
  FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED
              DECEMBER 31, 2008, 2009 AND 2010

The acquiree’s identifiable assets, liabilities and contingent liabilities that meet the
conditions for recognition under the FRS are recognised at their fair value at the
acquisition date, except that:

      deferred tax assets or liabilities and liabilities or assets related to employee benefit
      arrangements are recognised and measured in accordance with FRS 12 Income
      Taxes and FRS 19 Employee Benefits respectively;

      liabilities or equity instruments related to the replacement by the Group of an
      acquiree’s share-based payment awards are measured in accordance with FRS
      102 Share-based Payment; and

      assets (or disposal groups) that are classified as held for sale in accordance with
      FRS 105 Non-current Assets Held for Sale and Discontinued Operations are
      measured in accordance with that Standard.

If the initial accounting for a business combination is incomplete by the end of the
reporting period in which the combination occurs, the Group reports provisional amounts
for the items for which the accounting is incomplete. Those provisional amounts are
adjusted during the measurement period (see below), or additional assets or liabilities
are recognised, to reflect new information obtained about facts and circumstances that
existed as of the acquisition date that, if known, would have affected the amounts
recognised as of that date.

The measurement period is the period from the date of acquisition to the date the Group
obtains complete information about facts and circumstances that existed as of the
acquisition date - and is subject to a maximum of one year from acquisition date.

Non-controlling interests in subsidiaries are identified separately from the Group’s equity
therein. The interest of non-controlling shareholders may be initially measured (at date of
original business combination) either at fair value or at the non-controlling interests’
proportionate share of the fair value of the acquiree’s identifiable net assets. The choice
of measurement basis is made on an acquisition-by-acquisition basis. Subsequent to
acquisition, the carrying amount of non-controlling interests is the amount of those
interests at initial recognition plus the non-controlling interests’ share of subsequent
changes in equity. Total comprehensive income is attributed to non-controlling interests
even if this results in the non-controlling interests having a deficit balance.

Changes in the Group’s interest in a subsidiary that do not result in a loss of control are
accounted for as equity transactions. The carrying amounts of the Group’s interests and
the non-controlling interests are adjusted to reflect the changes in their relative interests
in the subsidiary. Any difference between the amount by which the non-controlling
interests are adjusted and the fair value of the consideration paid or received is
recognised directly in equity and attributed to owners of the Company.




                                        A-16
ANNEX A – INDEPENDENT AUDITORS’ REPORT AND THE COMBINED
  FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED
              DECEMBER 31, 2008, 2009 AND 2010

When the Group loses control of a subsidiary, the profit or loss on disposal is calculated
as the difference between (i) the aggregate of the fair value of the consideration received
and the fair value of any retained interest and (ii) the previous carrying amount of the
assets (including goodwill), and liabilities of the subsidiary and any non-controlling
interests. Amounts previously recognised in other comprehensive income in relation to
the subsidiary are accounted for (i.e. reclassified to profit or loss or transferred directly to
retained earnings) in the same manner as would be required if the relevant assets or
liabilities were disposed of. The fair value of any investment retained in the former
subsidiary at the date when control is lost is regarded as the fair value on initial
recognition for subsequent accounting under FRS 39 Financial Instruments: Recognition
and Measurement or, when applicable, the cost on initial recognition of an investment in
an associate or jointly controlled equity.

FINANCIAL INSTRUMENT - Financial assets and financial liabilities are recognised on
the Group’s 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
All financial assets are recognised and de-recognised on a trade date where the
purchase or sale of an investment is under a contract whose terms require delivery of the
investment within the timeframe established by the market concerned, and are initially
measured at fair value plus transaction costs, except for those financial assets classified
as at fair value through profit or loss which are initially measured at fair value.

Financial assets are classified into the following specified categories: financial assets “at
fair value through profit or loss”, “held-to-maturity investments”, “available-for-sale”
financial assets and “loans and receivables”. The classification depends on the nature
and purpose of financial assets and is determined at the time of initial recognition.




                                          A-17
ANNEX A – INDEPENDENT AUDITORS’ REPORT AND THE COMBINED
  FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED
              DECEMBER 31, 2008, 2009 AND 2010

Available-for-sale financial assets
Certain shares and debt securities held by the Group are classified as being available for
sale and are stated at fair value. Fair value is determined in the manner described in
Note 4. Gains and losses arising from changes in fair value are recognised in other
comprehensive income with the exception of impairment losses, interest calculated using
the effective interest method and foreign exchange gains and losses on monetary assets
which are recognised directly in profit or loss. Where the investment is disposed of or is
determined to be impaired, the cumulative gain or loss previously recognised in other
comprehensive income and accumulated in revaluation reserve is reclassified to profit or
loss. Dividends on available-for-sale equity instruments are recognised in profit or loss
when the Group’s right to receive payments is established. The fair value of available-for-
sale monetary assets denominated in a foreign currency is determined in that foreign
currency and translated at the spot rate at end of the reporting period. The change in fair
value attributable to translation differences that result from a change in amortised cost of
the asset is recognised in profit or loss, and other changes are recognised in other
comprehensive income.

Loans and receivables
Trade 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 rate 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 reporting
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.

For all other financial assets, 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 trade 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 Group’s past experience of collecting payments, an increase in the number of
delayed payments in the portfolio past the average credit period, as well as observable
changes in national or local economic conditions that correlate with default on
receivables.




                                          A-18
ANNEX A – INDEPENDENT AUDITORS’ REPORT AND THE COMBINED
  FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED
              DECEMBER 31, 2008, 2009 AND 2010

For financial assets carried at amortised cost, the amount of the impairment is the
difference between the asset’s 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 trade receivables where the carrying amount is reduced through the use of
an allowance account. When a trade 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.

Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and cash at bank, fixed deposits less
bank overdrafts and other short-term highly liquid investments that are readily convertible
to a known amount of cash and are subject to an insignificant risk of changes in value.

Financial liabilities
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.




                                        A-19
ANNEX A – INDEPENDENT AUDITORS’ REPORT AND THE COMBINED
  FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED
              DECEMBER 31, 2008, 2009 AND 2010

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 and overdrafts are initially measured at fair value net of
transactions costs, and are subsequently measured at amortised cost, using the effective
interest rate 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 Group’s accounting policy for borrowing costs (see below).

Derecognition of financial liabilities
The Group derecognises financial liabilities when, and only when, the Group’s obligations
are discharged, cancelled or they expire.

CONSTRUCTION CONTRACTS - Where the outcome of a construction contract can be
estimated reliably, revenue and costs are recognised by reference to the stage of
completion of the contract activity at the end of the reporting period, as measured by the
proportion of certified contract value of work performed to date relative to the estimated
total contract value. Variations in contract work, claims and incentive payments are
included to the extent that the amount can be measured reliably and its receipt is
considered probable.

Where the outcome of a construction contract cannot be estimated reliably, contract
revenue is recognised to the extent of contract costs incurred that are probably
recoverable. Contract costs are recognised as expense in the period in which they are
incurred.

When it is probable that total contract costs will exceed total contract revenue, the
expected loss is recognised as an expense immediately.

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 leases 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.




                                         A-20
ANNEX A – INDEPENDENT AUDITORS’ REPORT AND THE COMBINED
  FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED
              DECEMBER 31, 2008, 2009 AND 2010

The Group as lessee
Assets held under finance leases are recognised as assets of the Group at their fair
value at the inception of the lease or, if lower, at the present value of the minimum lease
payments. The corresponding liability to the lessor is included in the statement of
financial position as a finance lease obligation. Lease payments are apportioned
between finance charges and reduction of the lease obligation so as to achieve a
constant rate of interest on the remaining balance of the liability. Finance charges are
charged directly to profit or loss, unless they are directly attributable to qualifying assets,
in which case they are capitalised in accordance with the Group’s general policy on
borrowing costs (see below). Contingent rentals are recognised as expenses in the
period in which they are incurred.

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.

INVENTORIES - Inventories are stated at the lower of cost and net realisable value.
Cost comprises direct materials and, where applicable, direct labour costs and those
overheads that have been incurred in bringing the inventories to their present location
and condition. Cost is calculated using the first-in, first-out method. Net realisable value
represents the estimated selling price less all estimated costs of completion and costs to
be incurred in marketing, selling and distribution.

PROPERTY, PLANT AND EQUIPMENT – Property, plant and equipment are stated at
cost less accumulated depreciation and any accumulated impairment losses.

Depreciation is charged so as to write off the cost of assets, other than freehold land,
over the estimated useful lives of the assets using the straight-line method, on the
following bases:

Leasehold properties                      Over remaining period of lease
Plant and equipment                       3 to 7 years

Depreciation is not provided on freehold land.

Fully depreciated assets still in use are retained in the financial statements.

The estimated useful lives, residual values and depreciation method are reviewed at each
financial year end, with the effect of any changes in estimates accounted for on a
prospective basis.




                                         A-21
ANNEX A – INDEPENDENT AUDITORS’ REPORT AND THE COMBINED
  FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED
              DECEMBER 31, 2008, 2009 AND 2010

Assets held under finance leases are depreciated over their expected useful lives on the
same basis as owned assets or, if there is no certainty that the lessee will obtain
ownership by the end of the lease term, the asset shall be fully depreciated over the
shorter of the lease term and its useful life.

The gain or loss arising on disposal or retirement of an item of property, plant and
equipment is determined as the difference between the sales proceeds and the carrying
amounts of the asset and is recognised in profit or loss.

INVESTMENT PROPERTY - Investment property, which is property held to earn rentals
and/or for capital appreciation, including property under construction for such purposes,
is measured initially at its cost, including transaction costs. Subsequent to initial
recognition, investment property is measured at fair value. Gains or losses arising from
changes in the fair value of investment property are included in profit or loss for the
period in which they arise.

DEVELOPMENT PROPERTIES - Development properties, which are properties held for
development and sale in the ordinary course of business, are stated at the lower of 1)
cost plus attributable profits net of progress billings and 2) net realisable value. Net
realisable value represents the estimated selling price less all estimated costs of
completion and costs to be incurred in marketing and selling.

Cost comprises costs that relate directly to the development, such as acquisition costs,
and related costs that are attributable to development activities and can be allocated to
the development project, including attributable borrowings costs (see accounting policy
for borrowing costs below).

GOODWILL – Goodwill arising in a business combination is recognised as an asset at
the date that control is acquired (the acquisition date). Goodwill is measured as the
excess of the sum of the consideration transferred, the amount of any non-controlling
interest in the acquiree and the fair value of the acquirer’s previously held equity interest
(if any) in the entity over net of the acquisition-date amounts of the identifiable assets
acquired and the liabilities assumed.

If, after reassessment, the Group’s interest in the fair value of the acquiree’s identifiable
net assets exceeds the sum of the consideration transferred, the amount of any non-
controlling interest in the acquiree and the fair value of the acquirer’s previously held
equity interest in the acquiree (if any), the excess is recognised immediately in profit or
loss as a bargain purchase gain.

Goodwill is not amortised but is reviewed for impairment at least annually. For the
purpose of impairment testing, goodwill is allocated to each of the Group’s cash-
generating units expected to benefit from the synergies of the combination. Cash-
generating units to which goodwill has been allocated are tested for impairment annually,
or more frequently when there is an indication that the unit may be impaired. If the
recoverable amount of the cash-generating unit is less than its carrying amount, the
impairmant loss is allocated first to reduce the carrying amount of any goodwill allocated
to the unit and then to the other assets of the unit pro-rata on the basis of the carrying
amount of each asset in the unit. An impairment loss recognised for goodwill is not
reversed in a subsequent period.


                                        A-22
ANNEX A – INDEPENDENT AUDITORS’ REPORT AND THE COMBINED
  FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED
              DECEMBER 31, 2008, 2009 AND 2010

On disposal of a subsidiary or the relevant cash generating unit, the attributable amount
of goodwill is included in the determination of the profit or loss on disposal.

IMPAIRMENT OF ASSETS - At the end of each reporting period, the Group reviews the
carrying amounts of its 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 cash-generating 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 (cash-generating unit) is
reduced to its recoverable amount. An impairment loss is recognised immediately in profit
or loss, unless the relevant asset is carried at a revalued amount, in which case the
impairment loss is treated as a revaluation decrease.

Where an impairment loss subsequently reverses, the carrying amount of the asset
(cash-generating 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 (cash-
generating unit) in prior years. A reversal of an impairment loss is recognised
immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in
which case the reversal of the impairment loss is treated as a revaluation increase.

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 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 Group’s 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 Group’s interest in that associate (which includes any long-
term interests that, in substance, form part of the Group’s net investment in the
associate) are not recognised, unless the Group has incurred legal or constructive
obligations or made payments on behalf of the associate.


                                        A-23
ANNEX A – INDEPENDENT AUDITORS’ REPORT AND THE COMBINED
  FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED
              DECEMBER 31, 2008, 2009 AND 2010

Any excess of the cost of acquisition over the Group’s 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 Group’s 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 Group’s interest in the relevant associate.

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 reporting 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.

Sale of goods
Revenue from the sale of goods is recognised when all the following conditions are
satisfied:

      the Group has transferred to the buyer the significant risks and rewards of
      ownership of the goods;

      the Group retains neither continuing managerial involvement to the degree usually
      associated with ownership nor effective control over the goods sold;

      the amount of revenue can be measured reliably;

      it is probable that the economic benefits associated with the transaction will flow to
      the entity; and

      the costs incurred or to be incurred in respect of the transaction can be measured
      reliably.




                                         A-24
ANNEX A – INDEPENDENT AUDITORS’ REPORT AND THE COMBINED
  FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED
              DECEMBER 31, 2008, 2009 AND 2010

Rendering of services
Revenue from a contract to provide services is recognised by reference to the stage of
completion of the contract. The stage of completion of the contract is determined as
follows:

      installation fees are recognised by reference to the stage of completion of the
      installation, determined as the proportion of the total time expected to install that
      has elapsed at the end of the reporting period;

      revenue from time and material contracts is recognised at the contractual rates as
      labour hours are delivered and direct expenses are incurred.

Construction Contracts
Revenue and profits from construction contracts are recognised in accordance with the
Group’s accounting policy on construction contracts (see above).

Sale of development properties
The Group recognises income on property development projects when the risks and
rewards of ownership have been transferred to the buyer. In cases where the Group is
obliged to perform any significant acts after the transfer of legal title or an equitable
interest, revenue is recognised as the acts are performed based on the percentage of
completion method as allowed, under Recommended Accounting Practice 11 Pre-
Completion Contracts for the Sale of Development Property (“RAP 11”) issued by the
Institute of Certified Public Accountants of Singapore in October 2005.

Under the percentage of completion method, the percentage of completion is measured
by reference to the percentage of construction costs incurred at the reporting date to the
estimated total construction costs for each project. Revenue and profits are only
recognised in respect of finalised sales agreements and to the extent that such revenue
and profits relate to the progress of the construction work.

Interest income
Interest income is accrued on a time apportionment basis, by reference to the principal
outstanding and at the effective interest rate applicable.

Dividend income
Dividend income from investments is recognised when the shareholder’s right to receive
the dividend is legally established.

Rental income
Rental income from investment properties is recognised on a straight-line basis over the
term of the relevant lease.




                                       A-25
ANNEX A – INDEPENDENT AUDITORS’ REPORT AND THE COMBINED
  FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED
              DECEMBER 31, 2008, 2009 AND 2010

BORROWING COSTS - Borrowing costs directly attributable to the construction of
qualifying assets, which are assets that necessarily take a substantial period of time to
get ready for their intended sale, are added to the cost of those assets, until such time as
the assets are substantially ready for their intended 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 Group’s 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 reporting 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 financial 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 Group’s 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 subsidiaries operate by the
end of the reporting period.

Deferred tax is recognised on the differences between the carrying amounts of assets
and liabilities in the 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.




                                        A-26
ANNEX A – INDEPENDENT AUDITORS’ REPORT AND THE COMBINED
  FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED
              DECEMBER 31, 2008, 2009 AND 2010

Deferred tax liabilities are recognised on 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
and they are expected to reverse in the foreseeable future.

The carrying amount of deferred tax assets is reviewed at the end of each reporting
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 reporting 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 reporting
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 in 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 acquirer’s interest in the net fair value of the
acquiree’s identifiable assets, liabilities and contingent liabilities over cost.

FOREIGN CURRENCY TRANSACTIONS AND TRANSLATION - The individual financial
statements of each entity within the Group are measured and presented in the currency
of the primary economic environment in which the entity within the Group operates (its
functional currency). The consolidated financial statements of the Group and the
statement of financial position and statement of changes in equity of the Company are
presented in Singapore dollars, which is the functional currency of the Company and the
presentation currency for the consolidated financial statements.

In preparing the financial statements of the individual entities, transactions in currencies
other than the entity’s functional currency are recorded at the rate of exchange prevailing
on the date of the transaction. At the end of each reporting period, monetary items
denominated in foreign currencies are retranslated at the rates prevailing at the end of
the reporting 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.


                                         A-27
     ANNEX A – INDEPENDENT AUDITORS’ REPORT AND THE COMBINED
       FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED
                   DECEMBER 31, 2008, 2009 AND 2010

     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 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 consolidated financial statements, the assets and liabilities
     of the Group’s foreign operations (including comparatives) are expressed in Singapore
     dollars using exchange rates prevailing at the end of the reporting 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 of equity under the header of foreign currency translation reserve.

     On the disposal of a foreign operation, the cumulative amount of the exchange
     differences relating to that foreign operation accumulated in a separate component of
     equity, shall be reclassified from equity to profit or loss (as a reclassification adjustment)
     when the gain or loss on disposal is recognised.

     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.

     Goodwill and fair value adjustments arising on the acquisition of a foreign operation are
     treated as assets and liabilities of the foreign operation and translated at the closing rate.

3.   CRITICAL ACCOUNTING JUDGEMENTS AND
     KEY SOURCES OF ESTIMATION UNCERTAINTY
     In the application of the Group’s 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-28
ANNEX A – INDEPENDENT AUDITORS’ REPORT AND THE COMBINED
  FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED
              DECEMBER 31, 2008, 2009 AND 2010

Critical judgements in applying the Group’s accounting policies
In the process of applying the Group’s accounting policies, which are described in Note
2, management has not made any judgements that will have a significant effect on the
amounts recognised in the financial statements, apart from those involving estimations as
discussed below.

Key sources of estimation uncertainty
The key assumptions concerning the future, and other key sources of estimation
uncertainty at the end of the reporting 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.

Construction contracts
The Group recognises contract revenue and contract costs using the percentage of
completion method. The stage of completion is measured by reference to certification
of value of work performed to date.

Significant assumptions are required in estimating the total contract costs which affect
the contract cost recognised to-date based on the percentage of completion. Total
contract revenue also includes estimation for variation works that are recoverable from
customers. In making these estimates, the Group relies on past experience and the
work of specialists.

In addition, the valuation of construction contracts, development properties and
provisions for warranty costs can be subject to uncertainty in respect of variation works
and estimation of future costs. The carrying amounts of assets and liabilities arising from
construction contracts are disclosed in Note 10 to the financial statements.

Deferred tax
Significant assumptions are involved in determining the provision for deferred tax. There
are certain transactions and computations for which the ultimate tax determination is
uncertain during the ordinary course of business. Where the final tax outcome of these
matters is different from the amounts that were initially recognised, such differences will
impact the income tax and deferred tax provisions in the period in which such
determination is made. The carrying amount of the Group’s deferred tax liabilities is
disclosed in Note 17 to the financial statements.

Provision for contract costs
Determining the provision for contract costs in respect of cost of work required to be
carried out for the rectification of construction defects requires an assessment of the
potential defects that could arise, the estimation of the timing of incurring such costs and
of the future costs of carrying out such rectification works. The carrying amount of and
the movements in the provision are disclosed in Note 19 to the financial statements.




                                        A-29
ANNEX A – INDEPENDENT AUDITORS’ REPORT AND THE COMBINED
  FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED
              DECEMBER 31, 2008, 2009 AND 2010

Provision for foreseeable losses
Management reviews the development property for foreseeable loss whenever there is an
indication that the estimated selling prices are lower than the estimated total development
cost.

The estimated selling prices are based on recent selling prices for the development
project or comparable projects and the prevailing property market conditions. The
estimated total development costs are based on contracted amounts, and in respect of
amounts not contracted for, management’s estimates of the amounts to be incurred
taking into consideration historical trends of the amounts incurred. The carrying amount
of the development properties is disclosed in Note 11 to the financial statements.

Allowance for impairment loss on trade and other receivables
Management assesses at the end of each reporting period whether there is any objective
evidence that trade and other receivables are impaired. If there is objective evidence
that an impairment loss on trade and other receivables has been incurred, the amount of
loss is measured as the difference between the asset’s carrying amount and the present
value of estimated future cash flows. The amount of the loss is recognised in the profit
or loss. Where the loss subsequently reverses, the reversal is recognised in profit or
loss. The carrying amount of the trade and other receivables is disclosed in Note 7 to
the financial statements.

Impairment of assets
The Group follows the guidance of FRS 39 and FRS 36 in determining when a financial
asset is impaired or when its investments in associates, available-for-sale investments,
property, plant and equipment and investment properties are other than temporarily
impaired. This assessment requires significant judgement. The Group evaluates, among
other factors, the duration and extent to which the fair value of an investment or financial
asset is less than its cost; and the financial health of and near-term business outlook for
the investment or financial asset, including factors such as industry and sector
performance, changes in technology and operational and financing cash flows.

Impairment of goodwill
The Group determines whether goodwill is impaired at least on an annual basis. This
requires an estimation of the value in use of the cash-generating units to which the
goodwill is allocated. Estimating the value-in-use requires the Group to make an estimate
of the expected future cash flows from the cash-generating unit and also to choose a
suitable discount rate in order to calculate the present value of those cash flows. The
carrying amount of the Group’s goodwill is disclosed in Note 14 to the financial
statements.




                                        A-30
     ANNEX A – INDEPENDENT AUDITORS’ REPORT AND THE COMBINED
       FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED
                   DECEMBER 31, 2008, 2009 AND 2010

     Impairment of investment properties
     The preparation of financial statements in accordance with FRS requires the company’s
     management to make estimates affecting the reported amounts of assets and liabilities,
     of revenue and expenses, and of gains and losses. As described in Note 2, the
     company’s investment properties, are stated at fair value, as determined by independent
     valuers. These estimated market values may differ from the prices at which the
     company’s assets could be sold at a particular time, since actual selling prices are
     negotiated between willing buyers and sellers. Also, certain estimates require an
     assessment of factors not within managements’s control, such as overall market
     conditions. As a result, actual results of operations and realisation of net assets in the
     future could differ from the estimates set forth in these financial statements. The carrying
     value of investment properties is disclosed in Note 13 to the financial statements.

4.   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 reporting
           period:

                                                        2008            2009           2010
                                                        $’000           $’000          $’000

           Financial assets
           Available for sale financial asset            1,716           1,917            127
           Loans and receivables at amortised cost
           (including cash and cash equivalents)        96,802         144,463        132,493

           Financial liabilities
           Amortised cost                              265,193         280,908        269,988


     (b)   Financial risk management policies and objectives
           The Group’s financial instruments comprise borrowings, finance leases and cash
           and bank balances. It is management’s intent to maintain a balanced portfolio of
           financial instruments to finance the Group’s operations. The Group also has
           various other financial assets and liabilities such as trade receivables and trade
           payables which arise directly from its operations.

           The Group does not hold or issue derivative financial instruments for speculative
           purposes. Market risk exposures are measured using sensitivity analysis indicated
           below.




                                               A-31
ANNEX A – INDEPENDENT AUDITORS’ REPORT AND THE COMBINED
  FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED
              DECEMBER 31, 2008, 2009 AND 2010

   There has been no change to the Group’s 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.

   (i)    Foreign exchange risk management
          The Group’s exposure to foreign currency risk is minimal as the Group
          transacts primarily in Singapore dollars. The Group has a number of
          investments in foreign subsidiaries, whose net assets are exposed to
          currency translation risk. The Group does not currently designate its
          foreign currency denominated debt as a hedging instrument for the purpose
          of hedging the translation of its foreign operations.

   (ii)   Interest rate risk management
          The Group’s exposure to interest rate risk relates primarily to fixed deposits
          and debt obligations. The interest rates for deposits and borrowings are
          indicated in Notes 6 and 18 to the financial statements. The Group
          manages interest cost by using a mixture of fixed and variable rate debts.

          The Group may from time to time enter into interest rate swaps to manage
          its exposures to interest rate risk.

          The borrowing costs related to property development projects are capitalised
          as cost of property development (Note 11). All other borrowing cost are
          recognised in profit or loss in the period in which they are incurred.

          Interest rate sensitivity analysis
          The sensitivity analyses below have been determined based on the
          exposure to interest rates for non-derivative instruments at the end of the
          reporting period and on the assumption that the change took place at the
          beginning of the financial year and is held constant throughout the reporting
          period. The magnitude represents management’s assessment of the likely
          movement in interest rates under normal economic conditions.

          If interest rates had been 50 basis points higher or lower and all other
          variables were held constant, the amount of interest capitalised as part of
          the Group’s property development as at December 31, 2008, 2009 and 2010
          would have increased/decreased by $512,000 (2009 : increased/decreased
          by $551,000 ; 2008 : increased/decreased by $516,000).

          In addition, if interest rates had been 50 basis points lower or higher and all
          other variables were held constant, the Company’s profit for the financial
          year ended December 31, 2008, 2009 and 2010 would have
          increased/decreased by $276,000 (2009 : increased/decreased by $288,000
          ; 2008 : increased/decreased by $299,000).

          The Company’s profit and loss and equity are not affected by the changes in
          interest rates as the interest-bearing instruments carry fixed interest and are
          measured as amortised cost.



                                      A-32
ANNEX A – INDEPENDENT AUDITORS’ REPORT AND THE COMBINED
  FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED
              DECEMBER 31, 2008, 2009 AND 2010

   (iii)   Credit risk management
           Credit risk refers to the risk that counterparty will default on its contractual
           obligations resulting in financial loss to the Group. The Group has adopted a
           policy of only dealing with creditworthy counterparties and obtaining
           sufficient collateral where appropriate, as a means of mitigating the risk of
           financial loss from defaults. The Group’s exposure and the credit ratings of
           its counterparties are continuously monitored and the aggregate value of
           transactions concluded is spread amongst approved counterparties. Credit
           exposure is controlled by the counterparty limits that are reviewed and
           approved by the management on an on-going basis.

           Trade receivables consist of a large number of customers, spread across
           diverse industries and geographical areas. Ongoing credit evaluation is
           performed on the financial condition of accounts receivable and, where
           appropriate, credit guarantee insurance cover is purchased.

           The Group does not have any significant credit risk exposure to any single
           counterparty or any group of counterparties having similar characteristics.
           The Group defines counterparties as having similar characteristics if they
           are related entities. Concentration of credit risk did not exceed 5% of gross
           monetary assets at any time during the year. The credit risk on liquid funds
           and derivative financial instruments is limited because the counterparties are
           banks with high credit-ratings assigned by international credit-rating
           agencies.

           The Group’s exposure to credit risk on receivables arising from the sale of
           condominium real estate development units is not significant as such
           payments are arranged through loans taken up by customers with
           creditworthy financial institutions.

           The Group carries out construction work for public and private sectors.
           Credit risks are taken into consideration in the decision to participate in
           tenders for construction contracts.

           The Group monitors its potential losses on credit extended. In addition,
           rental deposits are received as security from tenants of its investment
           properties. The amounts presented in the statement of financial position
           are net of allowances for doubtful receivables. An allowance for impairment
           on the receivables 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 carrying amount of financial assets recorded in the financial statements,
           grossed up for any allowances for losses, and the exposure to defaults from
           corporate guarantees above, represents the Group’s maximum exposure to
           credit risk without taking account of the value of any collateral obtained.




                                      A-33
ANNEX A – INDEPENDENT AUDITORS’ REPORT AND THE COMBINED
  FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED
              DECEMBER 31, 2008, 2009 AND 2010

   (iv)   Liquidity risk management
          The Group maintains sufficient cash and cash equivalents, and internally
          generated cash flows to finance its activities. The Group finances its liquidity
          through internally generated cash flows and minimises liquidity risk by
          keeping committed credit lines available.

          Liquidity 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 are not included in the carrying amount of the financial
          liability on the statements of financial position.

                                Weighted         On
                                average       demand       Within
                                effective     or within    2 to 5    After
                              interest rate    1 year      years    5 years   Adjustment    Total
                                    %          $’000       $’000     $’000      $’000       $’000

          2008

          Non-interest
          bearing                   –          91,138           –       –           –       91,138
          Finance leases
          (fixed rate)            5.8              254        651      58        (149)        814
          Fixed interest
          rate instruments        3.6          26,371       6,811   6,602        (466)      39,318
          Variable interest
          rate instruments        3.6          36,755     104,164       –      (6,996)     133,923

                                              154,518     111,626   6,660      (7,611)     265,193


          2009

          Non-interest
          bearing                   –         112,362           –       –           –      112,362
          Finance leases
          (fixed rate)            6.1              239        503       –        (118)        624
          Fixed interest
          rate instruments        3.2          22,191       6,496   5,381        (372)      33,696
          Variable interest
          rate instruments        3.2          41,357      95,868       –      (2,999)     134,226

                                              176,149     102,867   5,381      (3,489)     280,908




                                              A-34
ANNEX A – INDEPENDENT AUDITORS’ REPORT AND THE COMBINED
  FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED
              DECEMBER 31, 2008, 2009 AND 2010

                              Weighted         On
                              average       demand      Within
                              effective     or within   2 to 5     After
                            interest rate    1 year     years     5 years   Adjustment    Total
                                  %          $’000      $’000      $’000      $’000       $’000

        2010

        Non-interest
        bearing                   –         113,117          –          –           –    113,117
        Finance leases
        (fixed rate)              5.0           716       1,489         –      (228)       1,977
        Fixed interest
        rate instruments          3.1         7,038      30,584   4,309      (1,032)      40,899
        Variable interest
        rate instruments          3.1        33,227      85,695         –    (4,927)     113,995

                                            154,098     117,768   4,309      (6,187)     269,988


        Non-derivative financial assets
        The following table details the expected maturity for non-derivative financial
        assets. The inclusion of information on non-derivative financial assets is
        necessary in order to understand the Group’s liquidity risk management as
        the Group’s liquidity risk is managed on a net asset and liability basis. 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 anticipate 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 asset on the
        statements of financial position.

                           Weighted       On
                           average     demand           Within
                           effective   or within        2 to 5     After
                         interest rate 1 year           years     5 years   Adjustment    Total
                               %        $’000           $’000      $’000      $’000       $’000

        2008
        Non-interest
        bearing                  –           67,790     28,982      –           –         96,772
        Fixed interest
        rate instruments        1.0              30          –      –           –            30

                                             67,820     28,982      –           –         96,802

        2009
        Non-interest
        bearing                  –          117,493     26,970      –           –        144,463

        2010
        Non-interest
        bearing                  –          115,982     16,076      –           –        132,058
        Fixed interest
        rate Instruments        1.0            435           –      –           –           435

                                            116,417     16,076      –           –        132,493


                                             A-35
ANNEX A – INDEPENDENT AUDITORS’ REPORT AND THE COMBINED
  FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED
              DECEMBER 31, 2008, 2009 AND 2010

      (v)   Fair value of financial assets and liabilities
            The carrying amounts of cash and cash equivalents, trade and other current
            receivables and payables, provisions and other liabilities approximate their
            respective fair values due to the relatively short-term maturity of these
            financial instruments. The fair values of other classes of financial assets and
            liabilities are disclosed in the respective notes to financial statements.

            The fair values of financial assets and financial liabilities are determined as
            follows:

                  the fair value of financial assets and financial liabilities with standard
                  terms and conditions and traded on active liquid markets are
                  determined with reference to quoted market prices;

                  the fair value of other financial assets and financial liabilities
                  (excluding derivative instruments) are determined in accordance with
                  generally accepted pricing models based on discounted cash flow
                  analysis using prices from observable current market transactions and
                  dealer quotes for similar instruments; and

                  The fair values of current financial assets and financial liabilities
                  approximate the carrying amounts of those assets and liabilities
                  reported in the statements of financial position due to the relatively
                  short-term maturity of these financial instruments.

(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 Note 18, cash and cash equivalents as disclosed in Note 6 and equity
      attributable to owners of the Company, comprising issued capital, other
      components of equity and retained earnings as disclosed in the statement of
      changes in equity. The Group is in compliance with externally imposed capital
      requirements for the financial years ended December 31, 2008, 2009 and 2010.

      The Group reviews the capital structure on an annual basis. As a part of this
      review, the Group considers the cost of capital and the risks associated with each
      class of capital. The Group will balance its overall capital structure through the
      payment of dividends and issuance of new shares as well as the issuance of new
      debt or the redemption of existing debt. The Group’s overall strategy remains
      unchanged.




                                         A-36
     ANNEX A – INDEPENDENT AUDITORS’ REPORT AND THE COMBINED
       FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED
                   DECEMBER 31, 2008, 2009 AND 2010

5.   RELATED PARTY TRANSACTIONS
     Related parties are entities with common direct or indirect shareholders and/or directors.
     Parties are considered to be related if one party has the ability to control the other party
     or exercise significant influence over the other party in making financial and operating
     decisions.

     Some of the transactions and arrangements are with related parties and the effect of
     these on the basis determined between the parties is reflected in these financial
     statements. The balances are unsecured, interest-free and repayable on demand unless
     otherwise stated.

     During the year, Group entities entered into the following trading transactions with related
     parties:

                                                            2008        2009           2010
                                                            $’000       $’000          $’000

     Associates

     Project management services                            (180)       (180)             –
     Accounts & administrative services                     (120)       (120)          (120)


     Companies in which certain directors have interests

     Construction revenue                                     482        296              –
     Sales and service of air-conditioners                     38         45             42
     Maintenance fees                                          31         34             35
     Management service fee                                   143        283            405
     Vehicle rental income                                      6          8              8
     Rental income                                            220        344            495
     Miscellaneous income                                      11         12              5
     Purchase of air tickets                                  (23)        (8)           (12)
     Project management services                           (1,176)      (449)          (338)
     Accounts & administrative services                    (1,369)      (872)          (818)
     Dormitory rental                                           –       (108)          (248)
     Consultancy fee                                          (52)       (66)           (38)
     Purchase of furniture for project                       (401)         –             (2)
     Hotel room charges                                         –          –            (11)
     Services rendered-upkeep of machinery                    (28)       (54)           (53)
     Purchase of lubricants/stackers                          (48)       (38)           (31)
     Loan interest                                           (150)      (191)             –

                                                           (2,316)      (764)          (561)




                                                 A-37
     ANNEX A – INDEPENDENT AUDITORS’ REPORT AND THE COMBINED
       FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED
                   DECEMBER 31, 2008, 2009 AND 2010

     Compensation of directors and key management personnel
     The remuneration of directors and other key management personnel during the year was
     as follows:

                                                      2008           2009           2010
                                                      $’000          $’000          $’000

     Short-term benefits                              1,526          1,890          1,699


     The remuneration of directors and other key management personnel is determined by the
     performance of individuals and market trends.

6.   CASH AND BANK BALANCES
                                                      2008           2009           2010
                                                      $’000          $’000          $’000

     Cash at bank and in hand                        12,228         32,273         47,405
     Fixed deposits                                      30              –            435

                                                     12,258         32,273         47,840


     Cash and bank balances comprise cash held by the Group and short-term bank deposits
     with an original maturity of three months or less. The carrying amounts of these assets
     approximate their fair values.

     Fixed deposits bear interest at 1.0% (2009 : Nil%; 2008 : 1.0%) per annum and for a
     tenure of approximately 30 (2009 : Nil; 2008 : 212) days.

     Included in the cash and bank balances of the Group is an amount of $30,335,000 (2009
     : $28,660,000; 2008 : $7,658,000) held under the Housing Developers (Project Account)
     Rules, withdrawals from which are restricted to payments for expenditure incurred on the
     development properties (Note 11).




                                           A-38
     ANNEX A – INDEPENDENT AUDITORS’ REPORT AND THE COMBINED
       FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED
                   DECEMBER 31, 2008, 2009 AND 2010

7.   TRADE AND OTHER RECEIVABLES
                                                           2008         2009            2010
                                                           $’000        $’000           $’000

     Current portion:

     Trade receivables from:
      Sale of goods and services                            1,182        1,817              –
      Property development customers                       10,424       29,546         29,039
      Construction contract customers: - Billed            10,903       17,876         11,364
      Construction contract customers: - Unbilled
      (Note 10)                                            10,500       10,778         11,503
      Accrued trade receivables for construction
      contracts                                            13,183        9,269         13,346
      Retention monies                                      3,476        9,528          2,333
      Related parties (Note 5)                             10,644       10,185          3,552
      Others                                                   31           21              2
     Less: Allowance for doubtful debts                      (135)          (3)          (603)

                                                           60,208       89,017         70,536

     Other receivables due from:
      Third parties                                           121          233              –
      Related parties (Note 5)                              5,719        6,127          9,526
     Less: Allowance for doubtful debts                         –            –             (5)

                                                            5,840        6,360          9,521

     Staff loans                                               14           18             23
     Income tax recoverable                                     –          603              –

     Total current portion                                 66,062       95,998         80,080

     Non-current portion:

     Trade receivables from:
      Retention monies                                     14,680       10,535         14,547
      Property development customers                            –        1,890            329

     Other receivables due from:
      Related parties (Note 5)                             14,302       14,545          1,200

     Total non-current portion                             28,982       26,970         16,076


     The average credit period is 30 and 60 days (2009 : 30 and 60 days; 2008 : 30 and 60
     days). No interest is charged on the trade receivables.

     Accrued trade receivables represent construction works which have been completed
     within the relevant financial period but for which architects certification is obtained after
     the relevant financial period.




                                                    A-39
ANNEX A – INDEPENDENT AUDITORS’ REPORT AND THE COMBINED
  FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED
              DECEMBER 31, 2008, 2009 AND 2010

Included in the Group’s trade receivable balance are debtors with a carrying amount of
$1,570,000 (2009 : $1,561,000; 2008 : $1,972,000) which are past due at the reporting
date for which the Group has not provided for any impairment losses 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 table below is an analysis of trade receivables as at December 31:

                                                          2008      2009          2010
                                                          $’000     $’000         $’000

Not past due and not impaired      (i)
                                                          62,416    89,102       72,339

Past due but not impaired   (ii)
                                                           1,972     1,561        1,570

Impaired receivables – individually assessed   (iii)


- Past due more than 12 months                               135         3          603
Less: Allowance for impairment                              (135)       (3)        (603)

Total trade receivables, net                              64,388    90,663       73,909


(i)     There has not been a significant change in credit quality of these trade receivables
        that are not past due and not impaired.

(ii)    Aging of receivables that are past due but not impaired

                                                          2008      2009          2010
                                                          $’000     $’000         $’000

        < 3 months                                         1,568      470          1,570
        3 months to 6 months                                 404    1,091              –

                                                           1,972    1,561          1,570


(iii)   These amounts are stated before any deduction for impairment losses.

(iv)    These receivables are not secured by any collateral or credit enhancements.

        Movement in the allowance for impairment of doubtful trade and non-trade
        receivables:

                                                          2008      2009          2010
                                                          $’000     $’000         $’000

        Balance at beginning of the reporting period           3      135              3
        Amounts written off during the reporting period        –     (132)            (3)
        Increase in allowance recognised in
          profit or loss                                    132         –           608

        Balance at end of the reporting period              135         3           608




                                                 A-40
      ANNEX A – INDEPENDENT AUDITORS’ REPORT AND THE COMBINED
        FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED
                    DECEMBER 31, 2008, 2009 AND 2010

8.    DEPOSITS AND PREPAYMENTS
                                                                2008       2009        2010
                                                                $’000      $’000       $’000

      Advance payment to subcontractors                          3,160       1,853       3,992
      Tender deposits placed with third parties                    466         154         223
      Deposits placed with third parties                           351         327         384
      Deferred Invitation expenses                                   –           –         394
      Other prepayments                                            416         546         697

                                                                 4,393       2,880       5,690


9.    INVENTORIES
                                                                2008       2009        2010
                                                                $’000      $’000       $’000

      Goods held for sale                                          60          90          98


      The cost of inventories recognised as an expense for the financial year amounted to
      $8,000 (2009 : $26,000; 2008 : $10,000).

10.   CONSTRUCTION CONTRACTS
                                                                2008       2009        2010
                                                                $’000      $’000       $’000
      Contracts in progress at end of the reporting period:

      Amounts due from contract customers included
       in trade and other receivables (Note 7)                 10,500      10,778      11,503
      Amounts due to contract customers included
       in trade and other payables (Note 19)                         –        (384)            –

                                                               10,500      10,394      11,503

      Aggregate amount of contract costs incurred plus
       recognised profits (less recognised losses) to date     235,404     357,599     163,600
      Less: Progress billings                                 (224,904)   (344,429)   (152,097)
      Less: Impairment loss                                          –      (2,776)          –

                                                               10,500      10,394      11,503


      Retention monies held by customers for contract work amount to $16,880,000 (2009 :
      $20,063,000; 2008 : $18,156,000). Advances received from customers for contract work
      amount to $Nil (2009 : $Nil ; 2008 : $Nil ).




                                                    A-41
      ANNEX A – INDEPENDENT AUDITORS’ REPORT AND THE COMBINED
        FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED
                    DECEMBER 31, 2008, 2009 AND 2010

11.   DEVELOPMENT PROPERTIES
                                                              2008       2009          2010
                                                              $’000      $’000         $’000

      Costs incurred plus attributable profits               177,554    208,600       250,345
      Less: Progress billings                                (15,425)   (66,709)      (97,456)

                                                             162,129    141,891       152,889


      Development properties have been classified as current because they are expected to be
      realised in the normal operating cycle.

      Provision for foreseeable losses is estimated after taking into account estimated selling
      prices and estimated total development costs. The estimated selling prices are based
      on recent selling prices for the development project or comparable projects and the
      prevailing property market conditions. The estimated total development costs are based
      on contracted amounts, and in respect of amounts not contracted for, management’s
      estimates of the amounts to be incurred taking into consideration historical trends of the
      amounts incurred.

      All development properties were mortgaged to banks as security for credit facilities
      obtained by the Group (Note 18).

      The costs of development properties include the following items which have been
      charged (credited) during the financial year:

                                                              2008       2009          2010
                                                              $’000      $’000         $’000

      Property tax capitalised during the reporting period      382        165            101
      Interest expense capitalised during the
        financial year (Note 25)                               6,601      3,587         3,116

                                                               6,983      3,752         3,217


      The weighted average rate of capitalisation of the interest expenses for the financial year
      ended 2010 is 3.0% (2009: 3.3%; 2008 : 3.6%) per annum.




                                                    A-42
ANNEX A – INDEPENDENT AUDITORS’ REPORT AND THE COMBINED
  FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED
              DECEMBER 31, 2008, 2009 AND 2010

Particulars of the development properties at the end of each reporting period are as
follows:

Description                            Location                Tenure       Site Area
                                                                          (Sq. Metres)

Parc Seabreeze   No. 532 Joo Chiat Road                        Freehold      5,458

Coralis          530 Joo Chiat Road                            Freehold      4,511

Estilo           71 & 73 Wilkie Road                           Freehold      1,814

Gillenia         35 Rosyth Road                               999 years      1,134
                 MK22-05566X, MK22-05567L, MK22-05568C

22,24 & 26       22,24 & 26 Chiap Guan Avenue (previously)    999 years       601
Chiap Guan       39 Jansen Road
Avenue

Auralis          589 East Coast Road                           Freehold      2,818

The Citrine      No. 18 Jalan Datoh                            Freehold      2,147

The Vesta        No. 112 Lorong K Telok Kurau Road             Freehold      1,447

Residential      No. 70 Lorong K Telok Kurau Road
development                                                    Freehold      1,610




                                        A-43
      ANNEX A – INDEPENDENT AUDITORS’ REPORT AND THE COMBINED
        FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED
                    DECEMBER 31, 2008, 2009 AND 2010

12.   PROPERTY, PLANT AND EQUIPMENT
                                                  Leasehold     Plant and
                                                  properties    equipment       Total
                                                    $’000         $’000         $’000

      Cost:
      At January 1, 2008                            17,496        15,455       32,951
      Additions                                      1,850           359        2,209
      Disposal                                           –        (1,035)      (1,035)
      Exchange differences                            (133)          (22)        (155)

      At December 31, 2008                          19,213        14,757       33,970
      Additions                                          –           378          378
      Disposal                                           –          (204)        (204)
      Exchange differences                              37             5           42

      At December 31, 2009                          19,250        14,936       34,186
      Additions                                         57         2,691        2,748
      Disposals                                          –        (1,305)      (1,305)
      Exchange differences                             (80)          (10)         (90)

      At December 31, 2010                          19,227        16,312       35,539

      Accumulated depreciation:
      At January 1, 2008                             3,844        13,533       17,377
      Depreciation                                     729           792        1,521
      Disposals                                          –        (1,014)      (1,014)
      Exchange differences                             (29)          (11)         (40)

      At December 31, 2008                           4,544        13,300       17,844
      Depreciation                                     740           665        1,405
      Disposals                                          –          (191)        (191)
      Exchange differences                               9             3           12

      At December 31, 2009                           5,293        13,777       19,070
      Depreciation                                     674         1,145        1,819
      Disposals                                          –        (1,299)      (1,299)
      Exchange differences                             (21)           (5)         (26)

      At December 31, 2010                           5,946        13,618       19,564

      Carrying amount:
      At December 31, 2010                          13,281         2,694       15,975

      At December 31, 2009                          13,957         1,159       15,116

      At December 31, 2008                          14,669         1,457       16,126


      (a)   The carrying amount of the Group’s plant and equipment includes an amount of
            $2,000,000 (2009 : $542,000; 2008 : $726,000) in respect of assets held under
            finance leases.




                                          A-44
      ANNEX A – INDEPENDENT AUDITORS’ REPORT AND THE COMBINED
        FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED
                    DECEMBER 31, 2008, 2009 AND 2010

      (b)    Details of leasehold properties are as follows:

             Location                             Title                                Description

             1 Jalan Berseh                       Leasehold (99 years from             Commercial
             #03-02, #03-03 and                   March 31, 1994)
             #03-07/08/09
             New World Centre
             Singapore 209037

             53 Sungei Kadut Loop                 Leasehold (30 years from             Warehouse
             Singapore 729502                     March 16, 1995)                      /dormitory

             67/67A                               Leasehold (30 years from             Premises for
             Sungei Kadut Drive                   December 16, 1990)                   provision of
             Singapore 729567                                                          engineering
                                                                                       services
                                                                                       /dormitory

             No. 224 & 232 (part)                 Freehold                             Test
             Okkiam Thoraippakkam                                                      Centre
             Industrial Estate
             Chennai 600096
             India


13.   INVESTMENT PROPERTIES
                                                             2008            2009            2010
                                                             $’000           $’000           $’000

      At fair value
      Balance at beginning of year                           52,560          55,163         52,230
      Addition during the year                                3,113               –              –
      Changes in fair value included in profit or loss         (510)            180          5,400
      Reclassified as development properties (Note 11)            –          (3,113)             –

      Balance at end of year                                 55,163          52,230         57,630


      The fair values of the Group’s investment property at respective reporting periods have
      been determined on the basis of valuations carried out at or close to the respective year
      end dates by independent valuers having an appropriate recognised professional
      qualification and recent experience in the location and category of the properties being
      valued. The valuations were arrived at by reference to market evidence of transaction
      prices for similar properties on the basis of open market values and existing use, and
      were performed in accordance with International Valuation Standards.




                                                  A-45
      ANNEX A – INDEPENDENT AUDITORS’ REPORT AND THE COMBINED
        FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED
                    DECEMBER 31, 2008, 2009 AND 2010

      Detail of the investment properties are is as follows:

      Location                                Description                  Title

      1 Jalan Berseh,                         Commercial                   Leasehold (99 years
      #B1-02 to #B1-22, #01-03, #01-15,                                    from March 31, 1994)
      #01-16, #02-02 to #02-28,
      #03-01, #03-04, #03-05,
      #03-10 to #03-16,
      New World Centre,
      Singapore 209037

      83 Sungei Kadut Drive                   Premises for provision       Leasehold (29 years
      Singapore 729566                        of engineering services      from October 16, 1991)

      1 Leonie Hill Road,                     Residential                  Freehold
      #28-01
      Leonie Hill Residences,
      Singapore 239191

      The property rental income from the Group’s investment property leased out
      under operating leases amounted to $2,685,000 (2009 : $3,231,000; 2008 : $2,525,000).
      Direct operating expenses (including repairs and maintenance) arising from the rental-
      generating investment property amounted to $855,000 (2009 : $313,000; 2008 :
      $279,000).

14.   GOODWILL
                                                            2008        2009           2010
                                                            $’000       $’000          $’000

      At cost                                               1,728       1,728          1,728


      Goodwill acquired in a business combination is allocated, at acquisition, to the cash
      generating units (“CGUs”) that are expected to benefit from that business combination.
      Before recognition of impairment losses, the carrying amount of goodwill had been
      allocated as follows:

                                                            2008        2009           2010
                                                            $’000       $’000          $’000

      Construction:
      Tiong Aik Resources (S) Pte Ltd                       1,728       1,728          1,728


      The Group tests goodwill annually for impairment, or more frequently if there are
      indications that goodwill might be impaired.

      The recoverable amounts of the CGUs are determined from value in use calculations.
      The key assumptions for the value in use calculations are those regarding the discount
      rates, growth rates and expected changes to selling prices and direct costs during the
      period. Management estimates discount rates using pre-tax rates that reflect current
      market assessments of the time value of money and the risks specific to the CGUs. The
      growth rates are based on industry growth forecasts. Changes in selling prices and direct
      costs are based on past practices and expectations of future changes in the market.


                                               A-46
      ANNEX A – INDEPENDENT AUDITORS’ REPORT AND THE COMBINED
        FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED
                    DECEMBER 31, 2008, 2009 AND 2010

15.   INVESTMENT IN ASSOCIATES
                                                                    2008        2009               2010
                                                                    $’000       $’000              $’000

      Cost of investment                                             570            490                 490
      Add: Transfer from available for sale investments
       (Note 16)                                                       –              –                5,517
      Add: Additional investment                                       –              –                3,302
      Add: Negative goodwill arising on additional
       investment                                                       –             –                 247
      Less: Impairment loss                                           (25)          (40)                  –
      Less: Voluntary liquidation                                     (80)            –                   –
      Less: Investment written off                                      –             –                 (40)

                                                                     465            450                9,516
      Share of post-acquisition profit, net of
       dividend received                                            4,494      6,036                   9,199

                                                                    4,959      6,486              18,715


      Details of the Group’s associates are as follows:

                                         Principal activities/
                                         Country of incorporation                      Effective
      Name of associates                 and operations                              equity interest
                                                                             2008        2009            2010
                                                                              %            %              %

      Held by Sino Holdings (S’pore) Pte Ltd

      Meadows Bright                     Real estate development/             45           45             45
      Development Pte Ltd                Singapore

      Dalian Shicheng Property           Real estate activities with owned     –            –             25
      Development (S) Pte. Ltd.          or leased property/Singapore

      Held by Tiong Aik Construction Pte Ltd

      Citicare Management                Investment holding/Singapore         40           40              –
      Pte Ltd

      The financial statements of Meadows Bright Development Pte Ltd are made up to March
      31, each year. This was the financial reporting date established when Meadows Bright
      Development Pte Ltd was incorporated. For the purpose of applying the equity method
      of accounting, the financial statements of Meadows Bright Development Pte Ltd for the
      respective years ended March 31 have been used, and appropriate adjustments have
      been made for the effects of significant transactions between that date and December 31.




                                                     A-47
      ANNEX A – INDEPENDENT AUDITORS’ REPORT AND THE COMBINED
        FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED
                    DECEMBER 31, 2008, 2009 AND 2010

      Summarised financial information in respect of the Group’s associates is set out below:

                                                               2008       2009         2010
                                                               $’000      $’000        $’000

      Total assets                                            208,751     225,959      235,130
      Total liabilities                                      (197,766)   (211,547)    (196,757)

      Net assets                                              10,985      14,412       38,373

      Group’s share of associates’ net assets                   4,958       6,486        9,648

      Revenue                                                 63,969      43,331         4,929

      Profit for the year                                       3,097       3,426        7,029

      Group’s share of associates’ profit for the year          1,394       1,542        3,163


16.   AVAILABLE-FOR-SALE INVESTMENTS
                                                               2008       2009         2010
                                                               $’000      $’000        $’000

      Unquoted equity shares                                    2,948       3,392        3,392
      Less: Allowance for impairment loss                      (1,359)     (1,602)      (1,602)

                                                                1,589       1,790        1,790
      Less: Transferred to investment in associates
       (Note 15)                                                    –             –     (5,517)
      Add: Fair value gain on deemed disposal                       –             –      3,727

                                                                1,589       1,790           –
      Club memberships, at cost                                   127         127         127

                                                                1,716       1,917         127


      The investment in unquoted equity share represents an investment in a company that is
      engaged in real estate development.

      The investments in unquoted equity shares are measured at cost less impairment for the
      years ended December 31, 2008 and 2009 because management is of the opinion that
      their fair values cannot be measured reliably.




                                                      A-48
      ANNEX A – INDEPENDENT AUDITORS’ REPORT AND THE COMBINED
        FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED
                    DECEMBER 31, 2008, 2009 AND 2010

17.   DEFERRED TAX
      The following are the major deferred tax liabilities and assets recognised by the Group
      and the movements thereon, during the current and prior reporting period:

                                          Recognition
                                          of profits on   Accelerated
                                          uncompleted         tax
                                            projects      depreciation   Others           Net
                                             $’000           $’000       $’000           $’000

      At January 1, 2008                      (540)           (67)         701             94
      (Credit) Charge to profit or loss
       (Note 26)                                15             45         (170)          (110)

      At December 31, 2008                    (525)           (22)         531             (16)
      (Credit) Charge to profit or loss
       (Note 26)                            (2,816)            69          723          (2,024)

      At December 31, 2009                  (3,341)            47        1,254          (2,040)
      (Credit) Charge to profit or loss
       (Note 26)                              (420)           (43)       (1,254)        (1,717)

      At December 31, 2010                  (3,761)             4             –         (3,757)


      Certain deferred tax assets and liabilities have been offset in accordance with the
      Group’s accounting policy. The following is the analysis of the deferred tax balances
      (after offset) for purposes of the statements of financial position:

                                                             2008        2009            2010
                                                             $’000       $’000           $’000

      Deferred tax liabilities                               (930)       (2,708)        (3,812)
      Deferred tax assets                                     914           668             55

                                                              (16)       (2,040)        (3,757)


      Temporary differences arising in connection with interests in associates are insignificant.




                                                  A-49
      ANNEX A – INDEPENDENT AUDITORS’ REPORT AND THE COMBINED
        FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED
                    DECEMBER 31, 2008, 2009 AND 2010

18.   BORROWINGS
                                                           2008         2009           2010
                                                           $’000        $’000          $’000

      Secured – at amortised cost
      Trust receipt                                         1,048          279             94
      Bank overdrafts                                       4,011        3,704          1,035
      Bank loans                                          168,182      163,939        153,765

                                                          173,241      167,922        154,894
      Less: Amount due for settlement within 12
            months (shown under current liabilities)      (63,126)     (63,549)       (40,266)

      Amount due for settlement after 12 months           110,115      104,373        114,628


      The average effective interest rates paid were as follows:

                                                           2008         2009           2010

      Bank loans and overdrafts                             3.9%         3.5%            3.2%


      The borrowings, which are denominated in Singapore dollars, are arranged at floating
      interest rates and therefore expose the Group to cash flow interest rate risk. The interest
      rates for the long-term bank loans are reset for periods ranging from 1 month to 1 year
      based on changes to the banks’ cost of funds.

      Management estimates that the carrying amounts of the bank loans and overdrafts
      approximate their fair values as market interest rates are charged on the bank loans and
      overdrafts.

      The Group has the following bank loans:

      a)     Loans of $32,628,000 (2009 : $33,296,000; 2008 : $32,052,000) secured by
             charges over the Group’s investment properties (Note 13). The loans bear interest
             at rates ranging from 2.3% to 2.8% (2009: 2.5% to 3.9%; 2008: 3.0% to 4.5%) per
             annum.

      b)     Loans of $109,659,000 (2009: $116,670,000; 2008: $125,995,000) secured by
             mortgages over the Group’s development properties (Note 11). The loans bear
             interest at rates ranging from 1.8% to 3.1% (2009: 2.5% to 3.9%; 2008: 3.0% to
             4.5%) per annum.

      c)     Loans of $11,478,000 (2009: $13,973,000; 2008: $10,135,000) secured by
             mortgages over the Group’s leasehold properties. The loans bear interest at rates
             ranging from 2.3% to 6.1% (2009: 2.3% to 6.1%; 2008: 3.1% to 6.1%) per annum.




                                                   A-50
      ANNEX A – INDEPENDENT AUDITORS’ REPORT AND THE COMBINED
        FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED
                    DECEMBER 31, 2008, 2009 AND 2010

19.   TRADE AND OTHER PAYABLES
                                                              2008         2009                2010
                                                              $’000        $’000               $’000

      Current portion:

      Trade payables due to:
       - Third parties                                       45,996        53,080              75,325
       - Related parties (Note 5)                                19            62               1,037
      Other payables due to:
       - Third parties                                        2,319         1,499                 865
       - Related parties (Note 5)                            14,356        15,006               2,704
       - Directors                                            5,291         5,488                 477
       - Non-controlling interests                            3,379         5,509               5,009
      Accrued operating expenses                              9,764         6,491               6,844
      Provision for contract expenses                         2,139         2,062                 630
      Dividend payable                                            –             –              10,000
      Retention payables                                      1,399         3,250               5,890
      Progress payment received                                   –        12,810                 586
      Deposits received                                         283           315                 339

                                                             84,945       105,572             109,706

      Non current portion:

      Retention payables                                      6,193           7,174             3,411


      Trade creditors and accruals principally comprise amounts outstanding for trade
      purchases and sub-contractor costs.

20.   FINANCE LEASES
                                                                               Present value
                                                    Minimum                     of minimum
                                                 lease payments               lease payments
                                           2008       2009      2010    2008       2009      2010
                                           $’000      $’000     $’000   $’000      $’000     $’000

      Amounts payable under finance
       leases:

      Within 1 year                        254        239        716    231           203         540
      Within 2 to 5 years                  651        503      1,489    537           421       1,437
      More than 5 years                     58          –          –     46             –           –

                                            963       742      2,205    814           624       1,977
      Less: Future finance charges         (149)     (118)      (228)     –             –           –

      Present value of lease obligations   814        624      1,977    814           624       1,977

      Less: Amount due for settlement
            within 12 months (shown
            under current liabilities)                                  (231)         (203)      (540)

      Amount due for settlement after
       12 months                                                        583           421       1,437


                                                   A-51
      ANNEX A – INDEPENDENT AUDITORS’ REPORT AND THE COMBINED
        FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED
                    DECEMBER 31, 2008, 2009 AND 2010

      It is the Group’s policy to lease certain of its plant and equipment under finance leases.
      The average lease term is 4 (2009 : 3; 2008 : 3) years. The average effective interest
      rate is 5.0% (2009 : 6.1%; 2008 : 5.8%) per annum. Interest rates are fixed at the
      contract date, and thus expose the Group to fair value interest rate risk. All finance
      leases (denominated in the Singapore dollars) are on a fixed repayment basis and no
      arrangements have been entered into for contingent rental payments.

      All lease obligations are denominated in Singapore dollars.

      The fair values of the Group’s lease obligations approximate their carrying amounts.

      The Group’s obligations under finance lease are secured by the lessor’s title to the
      leased assets.

21.   SHARE CAPITAL
                                                        2008           2009           2010
                                                        $’000          $’000          $’000

      Issued and paid up:
        At beginning and end of the year                29,391         29,391         29,391


      Accordingly, the share capital in the combined statements of financial position as at
      December 31, 2008, 2009 and 2010 represents the share of the paid up capital of the
      subsidiaries and the Company.

      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.

22.   REVENUE
                                                        2008           2009           2010
                                                        $’000          $’000          $’000

      Revenue from construction contracts              191,198        155,993        141,987
      Revenue from property development                 33,655         64,261         92,241
      Revenue from worker training and other
       complementary services                            2,034          1,874          1,285

                                                       226,887        222,128        235,513




                                               A-52
      ANNEX A – INDEPENDENT AUDITORS’ REPORT AND THE COMBINED
        FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED
                    DECEMBER 31, 2008, 2009 AND 2010

23.   OTHER INCOME
                                                              2008    2009     2010
                                                              $’000   $’000    $’000

      Property rental income                                  2,482   2,916    2,265
      Management service fee                                    143     283      420
      Project management and administrative fee                 352     312      260
      Interest income                                            10      18      143
      Interest income on retention amounts                    1,513   1,383    1,341
      Gain on disposal of property, plant and equipment         514      49      241
      Gain on disposal of an associate                            5       –        –
      Net foreign exchange gain                                 130      10        –
      Grant income from Jobs Credit Scheme                        –     562      117
      Grant income from government                                –       –       10
      Gain in fair value of investment properties               150     280    5,400
      Fair value gain on deemed disposal of available-
        for-sale investment                                      –       –     3,727
      Negative goodwill on additional interest in associate      –       –       247
      Impairment of investment in associate reversed             –       –        18
      Dividend income from associates                            –      39         –
      Insurance claims on late completion of construction
        work                                                   800    2,122        –
      Labour supply                                            564      365      323
      Other sundry income                                      383      454    1,314

                                                              7,046   8,793   15,826


24.   OTHER OPERATING EXPENSES
                                                              2008    2009     2010
                                                              $’000   $’000    $’000

      Impairment losses in value of investment securities      515      243       –
      Property tax                                             158      112     150
      Repairs and maintenance                                  351      363     565
      Tax penalty                                                –    1,000       –
      Allowance for doubtful debts                               –        –     608
      Loss in fair value of investment properties              660      100       –
      Rental of office premises                                  –        –      72
      Rental of office equipment                                 –        –      74
      Others                                                    58       89     208

                                                              1,742   1,907    1,677




                                                    A-53
      ANNEX A – INDEPENDENT AUDITORS’ REPORT AND THE COMBINED
        FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED
                    DECEMBER 31, 2008, 2009 AND 2010

25.   FINANCE COSTS
                                                            2008           2009            2010
                                                            $’000          $’000           $’000

      Interest on borrowings                                 9,355         6,026           4,991
      Interest on obligations under finance leases              47            38              61
      Interest income on retention amounts                   1,187         1,317           1,906

      Total borrowing costs                                 10,589         7,381           6,958
      Less amounts capitalised as cost of
      development properties (Note 11)                      (6,601)       (3,587)         (3,116)

                                                             3,988         3,794           3,842


      The borrowing costs capitalised as cost of construction contracts and development
      properties relate to borrowings taken up specifically to finance each specific
      project/development.

26.   INCOME TAX EXPENSE
                                                            2008           2009            2010
                                                            $’000          $’000           $’000

      Current tax                                            1,500           368           3,963
      Deferred tax (Note 17)                                   110         2,024           1,717
      Under/(Over) provision in prior years - current          544           827             (45)

                                                             2,154         3,219           5,635


      Domestic income tax is calculated at 17% (2009 : 17%; 2008 : 18%) of the estimated
      assessable profit for the financial year. Taxation for other jurisdictions is calculated as the
      rates prevailing in the relevant jurisdictions.




                                                     A-54
      ANNEX A – INDEPENDENT AUDITORS’ REPORT AND THE COMBINED
        FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED
                    DECEMBER 31, 2008, 2009 AND 2010

      The total charge for the financial year can be reconciled to the accounting profit as
      follows:

                                                            2008     2009         2010
                                                            $’000    $’000        $’000

      Profit before income tax                              5,816    10,715      41,883

      Tax at statutory rate of 17% (2009 : 17%;
       2008 : 18%)                                          1,047     1,821       7,120
      Tax effect of expenses that are not deductible in
       determining taxable profit                            833      1,759         656
      Tax effect of income that are not taxable in
       determining taxable profit                            (252)     (243)      (1,599)
      Deferred tax benefits not recognised                    121      (557)         (74)
      Under/(Over) provision in prior years                   544       826          (45)
      Reversal of deferred tax asset recognised in prior
       year                                                    69      (217)       (263)
      Tax exempt income                                      (166)      (93)       (180)
      Utilisation of tax losses                                 –         –          30
      Effect of change in tax rate                            (37)      (56)          –
      Others                                                   (5)      (21)        (10)

                                                            2,154     3,219       5,635


27.   PROFIT FOR THE YEAR
      This has been arrived at after charging:

                                                            2008     2009         2010
                                                            $’000    $’000        $’000

      Depreciation
      Depreciation on property, plant and equipment         1,521     1,405       1,819
      Less: Transferred to cost of goods sold                 (17)      (80)       (471)

                                                            1,504     1,325       1,348

      Impairment loss on investment in associates               –       15             –
      Bad debts written off                                     7        –             1
      Cost of development properties recognised
       as expenses                                         25,742    42,465      66,620




                                                    A-55
      ANNEX A – INDEPENDENT AUDITORS’ REPORT AND THE COMBINED
        FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED
                    DECEMBER 31, 2008, 2009 AND 2010

28.   EARNINGS PER SHARE
      Earnings per share for the Relevant Periods have been calculated based on the profit
      attributable to the owners of the Company of $30,105,000 (2009: $6,898,000; 2008:
      $3,903,000) and share capital of 352,000,000 shares.

29.   SEGMENT INFORMATION
      For the purpose of resource allocation and assessment of segment performance, the
      Group’s chief operating decision makers have focused on the business operating units
      which in turn, are segregated based on their services. This forms the basis of identifying
      the segments of the Group under FRS 108.

      Operating segments are aggregated into a single operating segment if they have similar
      economic characteristics. The Group’s reportable operating segments under FRS 108
      are as follows:

      Construction
      General builders and construction contractors, general engineering and sale of
      construction materials.

      Real estate development
      Development of residential and commercial projects.

      The accounting policies of the reportable segments are the same as the Group’s
      accounting policies described in Note 2. Segment profit represents the profit earned by
      each segment without allocation of central administration costs and directors’ salaries,
      share of profits of associates, investment revenue and finance costs, and income tax
      expense. This is the measure reported to the chief operating decision maker for the
      purposes of resource allocation and assessment of segment performance.

      For the purposes of monitoring segment performance and allocating resources between
      segments, the chief operating decision maker monitors the tangible, intangible and
      financial assets attributable to each segment.

      All assets are allocated to reportable segments other than investments in associates
      (Note 15). Assets used jointly by reportable segments are allocated on the basis of the
      revenues earned by individual reportable segments.




                                             A-56
ANNEX A – INDEPENDENT AUDITORS’ REPORT AND THE COMBINED
  FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED
              DECEMBER 31, 2008, 2009 AND 2010

                                                     Real estate
                                    Construction    development    Elimination   Consolidated
                                       $’000           $’000          $’000         $’000

2008

REVENUE

External revenue                      193,232          33,655             –        226,887
Inter-segment revenue                  21,133               –       (21,133)             –

                                      214,365          33,655       (21,133)       226,887

RESULT

Segment result                          3,996           4,320             –          8,316
Interest income                         1,478               9             –          1,487
Interest expense                       (2,282)         (1,705)            –         (3,987)

Profit before income tax                3,192           2,624             –          5,816
Income tax expense                     (1,137)         (1,017)            –         (2,154)

Profit for the year                     2,055           1,607             –          3,662

STATEMENT OF FINANCIAL
 POSITION

Segment assets                        121,058         290,969       (57,664)       354,363
Unallocated corporate assets              127               –             –            127

Total assets                          121,185         290,969       (57,664)       354,490

Segment liabilities                    94,220         231,157       (57,664)       267,713
Unallocated corporate liabilities           –               –             –              –

Total liabilities                      94,220         231,157       (57,664)       267,713

OTHER INFORMATION

Additions to non-current assets           311           1,898             –          2,209
Depreciation expense                    1,327             194             –          1,521




                                             A-57
ANNEX A – INDEPENDENT AUDITORS’ REPORT AND THE COMBINED
  FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED
              DECEMBER 31, 2008, 2009 AND 2010

                                                        Real estate
                                    Construction       development    Elimination   Consolidated
                                       $’000              $’000          $’000         $’000

2009

REVENUE

External revenue                     157,867              64,261             –        222,128
Inter-segment revenue                 15,974                   –       (15,974)             –

                                     173,841              64,261       (15,974)       222,128

RESULT

Segment result                         (7,055)            20,163             –         13,108
Interest income                         1,383                 18             –          1,401
Interest expense                       (2,192)            (1,602)            –         (3,794)

Profit before income tax               (7,864)            18,579             –         10,715
Income tax expense                       (796)            (2,423)            –         (3,219)

Profit for the year                    (8,660)            16,156             –          7,496

STATEMENT OF FINANCIAL
 POSITION

Segment assets                       123,555             323,247       (68,682)       378,120
Unallocated corporate assets             127                   –             –            127

Total assets                         123,682             323,247       (68,682)       378,247

Segment liabilities                  108,713             244,363       (68,682)       284,394
Unallocated corporate liabilities          –                   –             –              –

Total liabilities                    108,713             244,363       (68,682)       284,394

OTHER INFORMATION

Additions to non-current assets           358                 20             –            378
Depreciation expense                    1,215                190             –          1,405




                                                A-58
ANNEX A – INDEPENDENT AUDITORS’ REPORT AND THE COMBINED
  FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED
              DECEMBER 31, 2008, 2009 AND 2010

                                                     Real estate
                                    Construction    development    Elimination   Consolidated
                                       $’000           $’000          $’000         $’000

2010

REVENUE

External revenue                      143,272          92,241            –         235,513
Inter-segment revenue                  31,094               –      (31,094)              –

                                      174,366          92,241      (31,094)        235,513

RESULT

Segment result                          9,805          34,435             –         44,240
Interest income                         1,342             143             –          1,485
Interest expense                       (2,521)         (1,321)            –         (3,842)

Profit before income tax                8,626          33,257             –         41,883
Income tax expense                     (1,211)         (4,424)            –         (5,635)

Profit for the year                     7,415          28,833             –         36,248

STATEMENT OF FINANCIAL
 POSITION

Segment assets                        126,118         348,034      (77,376)        396,776
Unallocated corporate assets              127               –            –             127

Total assets                          126,245         348,034      (77,376)        396,903

Segment liabilities                   103,325         251,036      (77,376)        276,985
Unallocated corporate liabilities           –               –            –               –

Total liabilities                     103,325         251,036      (77,376)        276,985

OTHER INFORMATION

Additions to non-current assets         2,389             359             –          2,748
Depreciation expense                    1,560             259             –          1,819




                                             A-59
      ANNEX A – INDEPENDENT AUDITORS’ REPORT AND THE COMBINED
        FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED
                    DECEMBER 31, 2008, 2009 AND 2010

      Geographical segments
      The Group’s revenue from external customers is solely principally generated from
      Singapore. Accordingly, no geographical segment assets and revenue from external
      customers information are presented.

      Major customer information
      The Group’s revenue derived from customers who individually account for 10% or more
      of the Group’s revenue is detailed below:

                                                       2008          2009           2010
                                                       $’000         $’000          $’000

      Construction segment

      Customer   A                                     56,048         2,181           310
      Customer   B                                     38,262        57,767        36,805
      Customer   C                                     33,516        47,138        19,124
      Customer   D                                     27,895             –           350
      Customer   E                                      8,598        27,703        53,274
      Customer   F                                          –             –        20,792

                                                      164,319       134,789       130,655


30.   DIVIDENDS
      During the financial year, subsidiaries declared and paid tax exempt (one-tier) interim
      dividends of 13.33 to 80.00 cents per share amounting to $10,120,000 to the then
      shareholders in respect of financial year ended December 31, 2010. In 2009,
      subsidiaries declared and paid tax exempt (one-tier) interim dividends of 3.00 to 8.33
      cents per share amounting to $400,000 in respect of financial year ended December 31,
      2009 to the then shareholders.

31.   OPERATING LEASE ARRANGEMENTS
                                                       2008          2009           2010
                                                       $’000         $’000          $’000

      The Group as lessee

      Minimum lease payments under operating leases
       (net of rebates) recognised as an expense in
       the financial year                                419           416            581




                                               A-60
ANNEX A – INDEPENDENT AUDITORS’ REPORT AND THE COMBINED
  FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED
              DECEMBER 31, 2008, 2009 AND 2010

At the end of the reporting period, the Group has outstanding commitments under non-
cancellable operating leases, which fall due as follows:

                                                   2008           2009           2010
                                                   $’000          $’000          $’000

Within one year                                      92            452             343
In the second to fifth year inclusive                28             34           1,713

                                                    120            486           2,056


Operating lease payments represents rentals payable by the Group for office and
warehouse premises and certain office equipment. The lease term of the office and
warehouse premises is 30 years and rentals are fixed for an average of 2 years. The
remaining leases are negotiated for terms between 1 to 2 years and rentals are fixed
during the term of the leases.

The Group as lessor

                                                   2008           2009           2010
                                                   $’000          $’000          $’000

Rental income                                     2,525          3,231           2,685


At the end of the reporting period, the Group has contracted with tenants for the following
future minimum lease payments:

                                                   2008           2009           2010
                                                   $’000          $’000          $’000

Within one year                                     854            400           1,289
In the second to fifth year inclusive               364            467           1,952

                                                  1,218            867           3,241


The Group rents out the asset held for sale under operating leases.       On average, the
asset held for sale has committed tenants for the next 2 years.




                                        A-61
      ANNEX A – INDEPENDENT AUDITORS’ REPORT AND THE COMBINED
        FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED
                    DECEMBER 31, 2008, 2009 AND 2010

32.   EVENTS AFTER THE REPORTING PERIOD
      (a)   On January 17, 2011, the Group entered into a sales and purchase agreement to
            acquire one plot of land for a consideration of S$40.0 million. Such consideration
            was satisfied by bank loans amounting to S$36.9 million with the remaining
            consideration paid for using internal resources.

      (b)   On February 18, 2011, the Group entered into an option to purchase to acquire
            one plot of land for a consideration of S$32.5 million. Such consideration was
            satisfied by bank loans amounting to S$27.4 million, with the remaining
            consideration paid for using internal resources.

      (c)   On March 24, 2011, Tiong Aik Corporation (Cambodia) Ltd has committed to
            investing in a 49% equity stake in TACC (TEKTHLA) Ltd amounting up to US$0.6
            million (equivalent to approximately S$0.8 million). No payment has been made as
            at the date of this report.

      (d)   Pursuant to the Restructuring Exercise, the Company’s issued and paid-up Share
            capital was increased to $112,464,664 comprising 10,000 ordinary shares

            Pursuant to written resolutions dated September 19, 2011, the Company’s
            Shareholders approved, amongst others, the following:

            (i)     the sub-division of each ordinary share of the Company into 35,200 ordinary
                    shares;

            (ii)    the conversion of the Company into a public limited company and the change
                    of the Company’s name to “TA Corporation Ltd”;

            (iii)   the adoption of the new Articles of Association of the Company;

            (iv)    the allotment and issue of the New Shares which are the subject of the
                    Invitation. The New Shares, when allotted, issued and fully paid up, will rank
                    pari passu in all respects with our existing issued and fully paid up Shares;

            (v)     the Service Agreements; and

            (vi)    pursuant to Section 161 of the Companies Act, that our Directors be
                    authorised to:

                    (a)   issue Shares whether by way of rights, bonus or otherwise (including
                          Shares as may be issued pursuant to any Instrument (as defined
                          below) made or granted by our Directors while the resolutions are in
                          force notwithstanding that the authority conferred by the resolutions
                          may have ceased to be in force at the time of issue of such Shares),
                          and/or




                                               A-62
ANNEX A – INDEPENDENT AUDITORS’ REPORT AND THE COMBINED
  FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED
              DECEMBER 31, 2008, 2009 AND 2010

        (b)   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 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 our Directors may in their absolute discretion deem fit
       provided that the aggregate number of Shares issued pursuant to such
       authority (including Shares issued pursuant to any Instrument but excluding
       Shares which may be issued pursuant to any adjustments (“Adjustments”)
       effected under any relevant Instrument, which Adjustment shall be made in
       compliance with the provisions of the listing Manual for the time being in
       force (unless such compliance has been waived by the SGX-ST) and the
       Articles of Association for the time being of our Company), shall not exceed
       50 per cent (50%) of the issued share capital of the Company immediately
       after the Invitation excluding treasury shares, and provided that the
       aggregate number of such Shares to be issued other than on a pro rata
       basis in pursuance to such authority (including Shares issued pursuant to
       any Instrument but excluding Shares which may be issued pursuant to any
       Adjustment effected under any relevant Instrument) to the existing
       Shareholders shall not exceed 20 per cent (20%) of the issued share capital
       of the Company immediately after the Invitation excluding treasury shares,
       and, unless revoked or varied by our Company in general meeting, such
       authority 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.




                                   A-63
       ANNEX A – INDEPENDENT AUDITORS’ REPORT AND THE COMBINED
         FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED
                     DECEMBER 31, 2008, 2009 AND 2010

STATEMENT OF DIRECTORS


In the opinion of the directors, the accompanying combined financial statements set out on
pages A-3 to A-63 are drawn up so as to give a true and fair view of the state of affairs of the
Group as at December 31, 2008, 2009 and 2010 and of the results, changes in equity and cash
flows of the Group for the financial years ended December 31, 2008, 2009 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 as and when they fall due.




On behalf of the directors




Neo Tiam Boon




Liong Kiam Teck


September 22, 2011




                                             A-64
   ANNEX B – INDEPENDENT AUDITORS’ REVIEW REPORT AND THE INTERIM
    CONDENSED UNAUDITED COMBINED FINANCIAL STATEMENTS FOR THE
     THREE MONTHS PERIOD FROM JANUARY 1, 2011 TO MARCH 31, 2011

INDEPENDENT AUDITORS’ REVIEW REPORT ON THE INTERIM CONDENSED
UNAUDITED COMBINED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED
MARCH 31, 2011


September 22, 2011


The Board of Directors
TA Corporation Ltd
New World Centre
1 Jalan Berseh, #03-03
Singapore 209037


Dear Sirs

We have reviewed the interim condensed unaudited combined financial statements of TA
Corporation Ltd (the “Company”) and its subsidiaries (the “Group”) which comprise the
condensed combined statement of financial position of the Group as at March 31, 2011, and
the related condensed combined statement of comprehensive income, condensed combined
statement of changes in equity and condensed combined statement of cash flows of the Group
for the three months period from January 1, 2011 to March 31, 2011, and selected explanatory
notes as set out on pages B-3 to B-24.

Management’s Responsibility for the Financial Statements
Management is responsible for the preparation and fair presentation of the interim condensed
combined financial statements in accordance with the Singapore Financial Reporting Standard
34, Interim Financial Reporting (“FRS 34”). Our responsibility is to express a conclusion on the
interim condensed combined financial statements based on our review.

Scope of Review
We conducted our review in accordance with Singapore Standard on Review Engagements
2410, “Review of Interim Financial Information Performed by the Independent Auditor of the
Entity”. A review of interim financial information consists of making inquiries, primarily of
persons responsible for financial and accounting matters, and applying analytical and other
review procedures. A review is substantially less in scope than an audit conducted in
accordance with Singapore Standards on Auditing and consequently does not enable us to
obtain assurance that we would become aware of all significant matters that might be identified
in an audit. Accordingly, we do not express an audit opinion.




                                              B-1
   ANNEX B – INDEPENDENT AUDITORS’ REVIEW REPORT AND THE INTERIM
    CONDENSED UNAUDITED COMBINED FINANCIAL STATEMENTS FOR THE
     THREE MONTHS PERIOD FROM JANUARY 1, 2011 TO MARCH 31, 2011

Opinion
Based on our review, nothing has come to our attention that causes us to believe that the
accompanying interim condensed combined financial statements is not prepared, in all material
respects, in accordance with FRS 34.

Other matters
This report has been prepared solely in connection with the proposed listing of TA Corporation
Ltd on the Singapore Exchange Securities Trading Limited. This report is made solely to you,
as a body and for no other purpose. We do not assume responsibility towards or accept liability
to any other person for the contents of this report.

The comparative figures for the corresponding three month period ended March 31, 2010 were
extracted from the unaudited management financial information and we have not carried out a
review of those financial information. The unaudited consolidated financial information for the
corresponding three month period ended March 31, 2010 is the responsibility of the
management.




Deloitte & Touche LLP
Public Accountants and
Certified Public Accountants
Singapore




Cheung Pui Yuen
Partner




                                             B-2
   ANNEX B – INDEPENDENT AUDITORS’ REVIEW REPORT AND THE INTERIM
    CONDENSED UNAUDITED COMBINED FINANCIAL STATEMENTS FOR THE
     THREE MONTHS PERIOD FROM JANUARY 1, 2011 TO MARCH 31, 2011

TA CORPORATION LTD AND ITS SUBSIDIARIES

CONDENSED COMBINED STATEMENT OF FINANCIAL POSITION
March 31, 2011


                                                  March 31,    December 31,
                                          Note      2011           2010
                                                 (Unaudited)     (Audited)
                                                    $’000          $’000

ASSETS
Current assets
Cash and bank balances                     6          48,814      47,840
Trade and other receivables                7          68,861      80,080
Deposits and prepayments                               4,575       5,690
Inventories                                             119           98
Development properties                               157,210     152,889

Total current assets                                 279,579     286,597


Non-current assets
Trade and other receivables                7          14,817      16,076
Property, plant and equipment                         15,645      15,975
Investment properties                                 57,630      57,630
Goodwill                                               1,728       1,728
Investment in associates                              18,752      18,715
Available-for-sale investments                          127          127
Deferred tax assets                                      55           55

Total non-current assets                             108,754     110,306


Total assets                                         388,333     396,903




                                   B-3
    ANNEX B – INDEPENDENT AUDITORS’ REVIEW REPORT AND THE INTERIM
     CONDENSED UNAUDITED COMBINED FINANCIAL STATEMENTS FOR THE
      THREE MONTHS PERIOD FROM JANUARY 1, 2011 TO MARCH 31, 2011

                                                                March 31,    December 31,
                                                        Note      2011           2010
                                                               (Unaudited)     (Audited)
                                                                  $’000          $’000

LIABILITIES AND EQUITY
Current liabilities
Borrowings                                              10       35,926         40,266
Trade and other payables                                11       86,520        109,706
Current portion of finance leases                                   683            540
Income tax payable                                                3,976          3,185

Total current liabilities                                       127,105        153,697


Non-current liabilities
Borrowings                                              10      125,367        114,628
Trade and other payables                                11        3,411          3,411
Finance leases                                                    1,109          1,437
Deferred tax liabilities                                          4,410          3,812

Total non-current liabilities                                   134,297        123,288


Capital, reserves and non-controlling interests
Share capital                                                    29,398         29,391
Translation reserve                                                (113)           (85)
Retained earnings                                                88,969         83,158

Equity attributable to owners of the Company                    118,254        112,464
Non-controlling interests                                         8,677          7,454

Total equity                                                    126,931        119,918


Total liabilities and equity                                    388,333        396,903




See accompanying notes to financial statements.

                                                  B-4
    ANNEX B – INDEPENDENT AUDITORS’ REVIEW REPORT AND THE INTERIM
     CONDENSED UNAUDITED COMBINED FINANCIAL STATEMENTS FOR THE
      THREE MONTHS PERIOD FROM JANUARY 1, 2011 TO MARCH 31, 2011

TA CORPORATION LTD AND ITS SUBSIDIARIES

CONDENSED COMBINED STATEMENT OF COMPREHENSIVE INCOME
Period from January 1, 2011 to March 31, 2011


                                                              January 1,    January 1,
                                                                2011 to       2010 to
                                                               March 31,     March 31,
                                                                 2011          2010
                                                              (3 months)    (3 months)
                                                             (Unaudited)   (Unaudited)
                                                                 $’000         $’000

Revenue                                                        45,474        47,406
Cost of sales                                                 (35,231)      (39,530)

Gross profit                                                   10,243         7,876
Other income                                                    1,497         1,144
Selling and distribution costs                                   (480)           (80)
General and administrative expenses                             (2,413)       (2,169)
Other operating expenses                                         (246)         (254)
Share of profit (losses) of associates                            105          (276)
Finance costs                                                    (311)         (540)

Profit before income tax                                        8,395         5,701
Income tax expense                                              (1,390)        (164)

Profit for the period                                           7,005         5,537
Other comprehensive income:
 Exchange differences on translation of foreign operations           1         (161)

Total comprehensive income for the period                       7,006         5,376




                                                     B-5
    ANNEX B – INDEPENDENT AUDITORS’ REVIEW REPORT AND THE INTERIM
     CONDENSED UNAUDITED COMBINED FINANCIAL STATEMENTS FOR THE
      THREE MONTHS PERIOD FROM JANUARY 1, 2011 TO MARCH 31, 2011

                                                     January 1,    January 1,
                                                       2011 to       2010 to
                                                      March 31,     March 31,
                                                        2011          2010
                                                     (3 months)    (3 months)
                                                    (Unaudited)   (Unaudited)
                                                        $’000         $’000

Profit for the period attributable to:
 Owners of the Company                                 5,811         5,243
 Non-controlling interests                             1,194           294

                                                       7,005         5,537


Total comprehensive income attributable to:
 Owners of the Company                                 5,783         5,151
 Non-controlling interests                             1,223           225

                                                       7,006         5,376


Earnings per share (cents):
 Basic and diluted                                        1.7           1.5




See accompanying notes to financial statements.

                                              B-6
    ANNEX B – INDEPENDENT AUDITORS’ REVIEW REPORT AND THE INTERIM
     CONDENSED UNAUDITED COMBINED FINANCIAL STATEMENTS FOR THE
      THREE MONTHS PERIOD FROM JANUARY 1, 2011 TO MARCH 31, 2011

TA CORPORATION LTD AND ITS SUBSIDIARIES

CONDENSED COMBINED STATEMENT OF CHANGES IN EQUITY
Period from January 1, 2011 to March 31, 2011


                                                                              Equity
                                                                           attributable
                                                                            to owners      Non-
                                        Share     Translation   Retained      of the    controlling
                                        capital     reserve     earnings    Company      interests     Total
                                        $’000        $’000       $’000        $’000        $’000       $’000

Balance at January 1, 2010 (Audited)    29,391       (94)       63,161       92,458       1,395        93,853
Total comprehensive income for               –       (92)         5,243       5,151         225         5,376
 the period

Balance at March 31, 2010 (Unaudited)   29,391      (186)       68,404       97,609       1,620        99,229

Balance at January 1, 2011 (Audited)    29,391       (85)       83,158     112,464        7,454       119,918
Issue of share capital                       7           –           –             7           –           7
Total comprehensive income for               –       (28)         5,811       5,783       1,223         7,006
 the period

Balance at March 31, 2011 (Unaudited)   29,398      (113)       88,969     118,254        8,677       126,931




See accompanying notes to financial statements.

                                                   B-7
    ANNEX B – INDEPENDENT AUDITORS’ REVIEW REPORT AND THE INTERIM
     CONDENSED UNAUDITED COMBINED FINANCIAL STATEMENTS FOR THE
      THREE MONTHS PERIOD FROM JANUARY 1, 2011 TO MARCH 31, 2011

TA CORPORATION LTD AND ITS SUBSIDIARIES

CONDENSED COMBINED STATEMENT OF CASH FLOWS
Period from January 1, 2011 to March 31, 2011


                                                            January 1,    January 1,
                                                              2011 to       2010 to
                                                             March 31,     March 31,
                                                               2011          2010
                                                            (3 months)    (3 months)
                                                           (Unaudited)   (Unaudited)
                                                               $’000         $’000

Operating activities
Profit before income tax                                      8,395         5,701
Adjustments for:
 Depreciation expense                                           447           445
 Share of profit of associates                                 (105)          276
 Gain on disposal of property, plant and equipment             (225)             –
 Allowance for doubtful debts                                    37              –
 Interest expense                                               311           540
 Interest income                                                  (7)            –

Operating cash flows before movements in working capital      8,853         6,962
 Trade and other receivables                                 12,441         (2,923)
 Deposits and prepayments                                     1,115           575
 Inventories                                                     (21)            –
 Development properties                                       (4,321)     (50,353)
 Trade and other payables                                   (23,186)       52,232

Cash (used in) generated from operations                      (5,119)       6,493
 Income tax paid                                                   –         (805)
 Interest paid                                                 (311)         (540)

Net cash (used in) from operating activities                  (5,430)       5,148

Investing activities
 Interest received                                                 7             –
 Purchase of property, plant and equipment                     (160)        (1,282)
 Purchase of available-for-sale investments                        –           (34)
 Proceeds from disposal of property, plant and equipment        255              –

Net cash from (used in) investing activities                    102         (1,316)




                                                     B-8
    ANNEX B – INDEPENDENT AUDITORS’ REVIEW REPORT AND THE INTERIM
     CONDENSED UNAUDITED COMBINED FINANCIAL STATEMENTS FOR THE
      THREE MONTHS PERIOD FROM JANUARY 1, 2011 TO MARCH 31, 2011

                                                                          January 1,    January 1,
                                                                            2011 to       2010 to
                                                                           March 31,     March 31,
                                                                             2011          2010
                                                                          (3 months)    (3 months)
                                                                         (Unaudited)   (Unaudited)
                                                                             $’000         $’000

Financing activities
 Repayment of borrowings                                                    (8,468)       (3,210)
 Repayment of obligations under finance leases                               (185)           (55)
 Proceeds from borrowings                                                  15,030        13,410
 Proceeds from issue of shares                                                   7             –
 Restricted cash                                                              512         6,286

Net cash from financing activities                                          6,896        16,431



Increase in cash and cash equivalents                                       (1,568)      20,263
Cash and cash equivalents at beginning of the period                       16,470            (91)
Effect of exchange rate changes                                                81          (160)

Cash and cash equivalents at end of the period                             18,119        20,012



Cash and cash equivalents at end of the period comprise the following:
Cash and bank balances                                                     48,814        46,135
Less: Restricted cash                                                     (29,823)      (22,374)

                                                                           18,991        23,761
Bank overdrafts                                                              (872)        (3,749)

Cash and cash equivalents at end of the period                             18,119        20,012




See accompanying notes to financial statements.

                                                       B-9
     ANNEX B – INDEPENDENT AUDITORS’ REVIEW REPORT AND THE INTERIM
      CONDENSED UNAUDITED COMBINED FINANCIAL STATEMENTS FOR THE
       THREE MONTHS PERIOD FROM JANUARY 1, 2011 TO MARCH 31, 2011

TA CORPORATION LTD AND ITS SUBSIDIARIES

NOTES TO INTERIM CONDENSED COMBINED FINANCIAL STATEMENTS


1.     GENERAL
       The Company, TA Corporation Ltd (Registration No. 201105512R) was incorporated in
       Singapore on 2011 with its principal place of business and registered office at 1 Jalan
       Berseh #03-03 New World Centre, Singapore 209037. The interim condensed combined
       financial statements are expressed in Singapore dollars.

       The principal activity of the Company is that of investment holding.

       The principal activities of the subsidiaries are disclosed below.

       Pursuant to the Group restructuring (the “Restructuring Exercise”) to rationalise the
       structure of the Company and its subsidiaries (hereinafter collectively referred to as the
       “Group”) in preparation of the proposed listing of the Company on the Singapore
       Exchange Securities Trading Limited, the Company underwent a Restructuring Exercise
       involving the following:

       (a)   Acquisition of Tiong Aik Corporation (Cambodia) Ltd (“Tiong Aik (Cambodia)”) by
             Sino Holdings (S’pore) Pte Ltd

             On February 23, 2011, Sino Holdings (S’pore) Pte Ltd acquired the entire issued
             share capital of Tiong Aik (Cambodia) from SinoTac Group Pte. Ltd. for a
             consideration of S$49,183, based on the then Net Asset Value (“NAV”) of Tiong Aik
             (Cambodia) after taking into account the capital injection from the previous
             shareholder to be made in April 2011.

       (b)   Incorporation of our Company

             Our Company was incorporated in Singapore on March 7, 2011 as a private limited
             company under the name of “TA Corporation Pte. Ltd.”, with Mr Liong Kiam Teck as
             the sole shareholder as at the date of incorporation.

       (c)   Acquisition of Meadows Investment Pte. Ltd. by our Company

             On March 31, 2011, our Company acquired the entire issued share capital of
             Meadows Investment Pte. Ltd. from Mr Neo Tiam Boon, PBM for a nominal
             consideration of S$1 as it was a dormant company.

       (d)   Share purchase in respect of subsidiaries of our Company

             Pursuant to a share purchase deed dated September 16, 2011, our Company
             acquired from each of Mr Liong Kiam Teck, Mr Neo Tiam Poon @ Neo Thiam
             Poon, Mr Neo Tiam Boon, PBM, Mr Neo Thiam An, Mr Neo Kian Lee, Mdm Phan
             Fong Ying and SinoTac Group Pte. Ltd. the ordinary shares held by them in Aston
             Air Control Pte Ltd, Credence Engineering Pte. Ltd., Sino Holdings (S’pore) Pte



                                                B-10
ANNEX B – INDEPENDENT AUDITORS’ REVIEW REPORT AND THE INTERIM
 CONDENSED UNAUDITED COMBINED FINANCIAL STATEMENTS FOR THE
  THREE MONTHS PERIOD FROM JANUARY 1, 2011 TO MARCH 31, 2011

        Ltd, SinoTac Builder’s (S) Pte Ltd, Tiong Aik Corporation (Cambodia) Ltd, Tiong Aik
        Construction Pte Ltd, Tiong Aik Development Pte. Ltd., Tiong Aik Investments Pte
        Ltd and Tiong Aik Holding Pte Ltd as follows:
                                                                                                    Percentage
                                                                                                     of issued
                                   Mr Neo      Mr                                                      share
                          Mr        Tiam       Neo                                                   capital of
                        Liong      Poon @     Tiam         Mr Neo     Mr Neo      Mdm     SinoTac subsidiary
        Name of         Kiam      Neo Thiam   Boon,        Thiam       Kian     Phan Fong Group      acquired
        subsidiary      Teck        Poon      PBM            An        Lee        Ying    Pte. Ltd.      (%)

        Aston Air        70,000          –     69,999            1         –           –    400,000      90
        Control
        Pte Ltd
        Credence         20,000      10,000     7,500        7,500      5,000          –         –      100
        Engineering
        Pte. Ltd.
        Sino           3,896,104 1,948,052    909,092     1,948,051        –    1,298,701        –      100
        Holdings
        (S'pore)
        Pte Ltd
        SinoTac          90,000      60,000    60,000       30,000     30,000          –         –      100
        Builder's
        (S) Pte Ltd
        Tiong Aik      7,650,000 3,300,000 1,800,000      1,800,000   450,000          –         –      100
        Construction
        Pte Ltd
        Tiong Aik       310,000     230,000   230,000      230,000         –           –         –      100
        Development
        Pte. Ltd.
        Tiong Aik       857,000     428,500           –    428,500         –     286,000         –      100
        Investments
        Pte Ltd
        Tiong Aik       200,000     100,000           –    100,000     25,000     75,000         –      100
        Holding
        Pte Ltd

        The consideration of $112,464,663 for the acquisition of the shares in the above