IPO Prospectus

LOGISTICS HOLDINGS LIMITED CORPORATE PROFILE COMPANY MERITS

• Established and proven track

Principally engaged in record of more than 27 years 寶特控股有限公司 building construction Logistics Holdings Limited works as well as supply • Experienced and committed (Incorporated in the Republic of Singapore on 5 October 2012) and installation of furniture/ interior fitting-out works (Company Registration No. 201224643D) in which we act mainly management team and a pool of as a main contractor for dedicated staff primarily the Singapore Neither the Authority nor the SGX-ST has examined or approved the government and Singapore contents of this Offer Document. Neither the Authority nor the SGX- government-related bodies • Established business relationships ST assumes any responsibility for the contents of this Offer Document, with customers, subcontractors including the correctness of any of the statements or opinions made or reports contained in this Offer Document. The SGX-ST does not normally and suppliers OFFER DOCUMENT DATED 8 JANUARY 2013 review the application for admission but relies on the Sponsor confi rming that our Company is suitable to be listed and complies with the Catalist • Order books amounted to (Registered by the SGX-ST (as defi ned herein) acting as agent of the Rules (as defi ned herein). Neither the Authority nor the SGX-ST has in approximately S$232.90 million Authority (as defi ned herein) on 8 January 2013). any way considered the merits of the Shares being offered for investment. The registration of this Offer Document by the SGX-ST does not imply that Awarded various as at 6 December 2012 Track record of more certifications: This document is important. If you are in any doubt as to the action the Securities and Futures Act (as defi ned herein), or any other legal or than 27 years in the ISO 9001:2008, regulatory requirements, or requirements under the Catalist Rules, have construction business you should take, you should consult your legal, fi nancial, tax or other ISO 14001:2004 and • Intention to recommend and professional adviser(s). been complied with. in Singapore OHSAS 18001:2007 distribute not less than 20.00% PPCF (as defi ned herein) (“Sponsor”) has made an application to the SGX- We have not lodged this Offer Document in any other jurisdiction. of our profit attributable to ST for permission to deal in, and for quotation of, all our existing Shares (as defi ned herein) already issued (including the Vendor Shares (as defi ned Investing in our Shares involves risks which are described in the Shareholders for FY2013 as herein)), the New Shares (as defi ned herein) which are the subject of the section entitled “RISK FACTORS” of this Offer Document. dividends Placement (as defi ned herein) and the PPCF Shares (as defi ned herein) on the Catalist (as defi ned herein). Acceptance of applications will be After the expiration of six months from the date of registration of this conditional upon issue of the New Shares and the listing and quotation of all Offer Document, no person shall make an offer of our Shares, or allot, our existing issued Shares (including the Vendor Shares), the New Shares issue or sell any of our Shares, on the basis of this Offer Document; and the PPCF Shares. Monies paid in respect of any application accepted and no offi cer or equivalent person or promoter of our Company will REVENUE & GROSS PROFIT MARGIN NET PROFIT & NET PROFIT FOR FY2013 will be returned if the admission and listing do not proceed. authorise or permit the offer of any of our Shares or the allotment, issue or sale of any of our Shares, on the basis of this Offer Document. 100 Revenue (S$'m) 寶特控股有限公司 Companies listed on the Catalist may carry higher investment risk when compared with larger or more established companies listed on the Main Placement of 42,075,000 Placement Shares comprising 31,875,000 New 7 Logistics Holdings Limited 75 64.1 Board of the SGX-ST. In particular, companies may list on the Catalist Shares and 10,200,000 Vendor Shares at S$0.23 for each Placement 6 5.1 19 Woodlands Industrial Park E1 without a track record of profi tability and there is no assurance that there Share, payable in full on application 53.6 5 37.0 #02-02, Singapore 757719 will be a liquid market in the shares or units of shares traded on the Catalist. 50 4 3 You should be aware of the risks of investing in such companies and Manager, Sponsor and Placement Agent 2.2 should make the decision to invest only after careful consideration and, if 25 2 1.5 appropriate, consultation with your professional adviser(s). 1 0 0 FY2010F Y2011F Y2012 FY2010F Y2011F Y2012 This offer of Placement Shares (as defi ned herein) is made in or accompanied PrimePartners Corporate Finance Pte. Ltd. by this Offer Document that has been registered by the SGX-ST acting as (Incorporated in the Republic of Singapore) 11.4 7.5 12.8 5.8 2.8 8.0 agent of the Authority. (Company Registration No.: 200207389D)

LOGISTICS HOLDINGS LIMITED CORPORATE PROFILE COMPANY MERITS

• Established and proven track

Cash & cash equivalents 14,649

Equity 8,822

OUR KEY COMPLETED PROJECTS

CONTRACT VALUE DESCRIPTION OF WORKS CLIENT (S$’M) Home Improvement Programme, Lift Upgrading HDB 45.0 Program and building projects

Alteration and addition (“A&A”) works SUTD 20.9

A&A works DSTA 16.0

Construction of workshop and building PSA 14.4

Building, turﬁ ng and planting works to schools MOE 13.2

ORDER BOOKS OUR KEY ONGOING PROJECTS

CONTRACT COMMENCEMENT PROJECTED DESCRIPTION OF WORKS CLIENT AMOUNTED VALUE (S$’M) DATE COMPLETION DATE

A&A works, design and build TO S$232.9 HDB 87.5 Various Various of upgrading projects

Neighbourhood Renewal East Coast MILLION AS AT 20.7 Aug 2011 Jan 2013 Programme Town Council

6 DECEMBER 2012 Maintenance and A&A works MHA 66.8 Jan 2012 Jan 2018

A&A works for a new 3-storey Temasek 21.2 Feb 2012 Jun 2013 building Polytechnic

Building, turﬁ ng and planting MOE 62.7 Sep 2010 Aug 2016 works for schools

A&A works to JTC Summit JTC 30.7 Oct 2012 Oct 2013 Overall constructioni ddemandd iin SSingaporei IncreaseIncrease ini public housing construction activities Construction, completion BCA forecasts sustained level of construction demand in both Institute of and maintenance of a new 16.0 Sep 2012 Dec 2013 HDB plans to launch at least 20,000 flats in 2013. Mental Health 2013 and 2014 of between S$19.0 billion and S$27.0 billion. administrative building

BUSINESS STRATEGIES & FUTURE PLANS Increased demand for public sector projects • To focus on public sector BCA forecasts public sector construction demand for 2013 and projects 2014 to be between S$12.0 billion and S$15.0 billion. • To expand our operations by ~ acquiring heavy duty, large capacity, automated and advanced construction equipment Improving the infrastructure of the healthcare system ~ constructing a dormitory to house our foreign workers MOH plans to upgrade existing healthcare facilities Improving the infrastructure of schools to improve patient care and increase bed capacity • To explore joint ventures and strategic MOE to spend about S$650.0 million to upgrade by 2020. alliances in related business infrastructure of 71 primary schools from November 2013. BALANCE SHEET HIGHLIGHTS (S$’000) 30 June 2012

Cash & cash equivalents 14,649

Equity 8,822

OUR KEY COMPLETED PROJECTS

CONTRACT VALUE DESCRIPTION OF WORKS CLIENT (S$’M) Home Improvement Programme, Lift Upgrading HDB 45.0 Program and building projects

Alteration and addition (“A&A”) works SUTD 20.9

A&A works DSTA 16.0

Construction of workshop and building PSA 14.4

Building, turﬁ ng and planting works to schools MOE 13.2

ORDER BOOKS OUR KEY ONGOING PROJECTS

CONTRACT COMMENCEMENT PROJECTED DESCRIPTION OF WORKS CLIENT AMOUNTED VALUE (S$’M) DATE COMPLETION DATE

A&A works, design and build TO S$232.9 HDB 87.5 Various Various of upgrading projects

Neighbourhood Renewal East Coast MILLION AS AT 20.7 Aug 2011 Jan 2013 Programme Town Council

6 DECEMBER 2012 Maintenance and A&A works MHA 66.8 Jan 2012 Jan 2018

A&A works for a new 3-storey Temasek 21.2 Feb 2012 Jun 2013 building Polytechnic

Building, turﬁ ng and planting MOE 62.7 Sep 2010 Aug 2016 works for schools

CORPORATE INFORMATION ...... 1

DEFINITIONS...... 3

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS ...... 11

SELLINGRESTRICTIONS...... 13

DETAILS OF THE PLACEMENT ...... 14

LISTINGONTHECATALIST...... 14

INDICATIVE TIMETABLE FOR LISTING...... 19

PLANOFDISTRIBUTION ...... 20

OFFER DOCUMENT SUMMARY ...... 23

THEPLACEMENT ...... 25

RISK FACTORS ...... 26

RISKSRELATINGTOOURBUSINESSANDINDUSTRY...... 26

RISKSRELATINGTOOWNERSHIPOFOURSHARES...... 35

PLACEMENT STATISTICS ...... 38

USEOFPROCEEDSANDLISTINGEXPENSES ...... 40

DIVIDENDPOLICY ...... 42

SHARE CAPITAL...... 44

SHAREHOLDERS ...... 47

OWNERSHIPSTRUCTURE...... 47

SIGNIFICANTCHANGESINPERCENTAGEOFOWNERSHIP...... 48

VENDORS...... 48

MORATORIUM...... 48

DILUTION ...... 50

RESTRUCTURINGEXERCISE ...... 51

GROUPSTRUCTURE ...... 52

i TABLE OF CONTENTS

SELECTEDCOMBINEDFINANCIALINFORMATION...... 53

COMBINEDSTATEMENTSOFCOMPREHENSIVEINCOME...... 53

COMBINEDBALANCESHEET...... 54

MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONSAND FINANCIALPOSITION ...... 55

CAPITALISATION AND INDEBTEDNESS ...... 69

GENERALINFORMATIONONOURGROUP ...... 73

OURHISTORY...... 73

BUSINESSOVERVIEW...... 75

OURBUSINESSPROCESS...... 77

OURMAJORPROJECTS...... 80

OURAWARDSANDACHIEVEMENTS...... 83

OURPRODUCTIONFACILITIESANDCAPACITY...... 84

SEASONALITY...... 84

OURMARKETINGACTIVITIES...... 84

RESEARCHANDDEVELOPMENT...... 84

INSURANCE...... 84

OURINTELLECTUALPROPERTY...... 85

OURPROPERTIESANDFIXEDASSETS...... 85

INVENTORYMANAGEMENT...... 87

QUALITYCONTROLANDASSURANCE...... 87

WORKPLACESAFETYANDHEALTHPOLICY...... 87

STAFFTRAINING...... 88

GOVERNMENTREGULATIONS...... 89

OURMAJORCUSTOMERS...... 115

OURMAJORSUBCONTRACTORSANDSUPPLIERS...... 116

ii TABLE OF CONTENTS

CREDITPOLICY...... 117

COMPETITION...... 119

COMPETITIVESTRENGTHS...... 119

PROSPECTS...... 120

TRENDINFORMATION...... 123

ORDERBOOK...... 124

BUSINESSSTRATEGIESANDFUTUREPLANS...... 125

INTERESTEDPERSONTRANSACTIONS ...... 126

PASTINTERESTEDPERSONTRANSACTIONS...... 126

PRESENTANDON-GOINGINTERESTEDPERSONTRANSACTIONS...... 131

GUIDELINESANDREVIEWPROCEDURESFORFUTUREINTERESTEDPERSON TRANSACTIONS...... 135

POTENTIALCONFLICTSOFINTERESTS...... 136

DIRECTORS,MANAGEMENTANDSTAFF ...... 138

DIRECTORS...... 138

EXECUTIVEOFFICERS...... 142

MANAGEMENTREPORTINGSTRUCTURE...... 145

REMUNERATIONOFDIRECTORS,EXECUTIVEOFFICERSANDRELATED EMPLOYEES...... 146

EMPLOYEES...... 147

SERVICEAGREEMENTS...... 148

CORPORATE GOVERNANCE ...... 151

EXCHANGECONTROLS...... 156

CLEARANCEANDSETTLEMENT ...... 157

GENERAL AND STATUTORY INFORMATION ...... 158

iii TABLE OF CONTENTS

APPENDIXA

AUDITEDCOMBINEDFINANCIALSTATEMENTSOFLOGISTICSHOLDINGS LIMITED AND ITS SUBSIDIARIES FOR THE FINANCIAL YEARS ENDED 30 JUNE 2010,2011AND2012 ...... A-1

APPENDIXB

UNAUDITEDPROFORMACOMBINEDFINANCIALINFORMATIONOFLOGISTICS HOLDINGSLIMITEDANDITSSUBSIDIARIESFORTHEFINANCIALYEARENDED 30JUNE2012...... B-1

APPENDIXC

DESCRIPTIONOFORDINARYSHARES...... C-1

APPENDIXD

SUMMARYOFSELECTEDARTICLESOFASSOCIATIONOFOURCOMPANY. . . D-1

APPENDIXE

TAXATION...... E-1

APPENDIXF

TERMS,CONDITIONSANDPROCEDURESFORAPPLICATIONAND ACCEPTANCE...... F-1

iv CORPORATE INFORMATION

Board of Directors : Pao Kiew Tee (Non-executive Chairman and Independent Director) Phua Lam Soon (CEO) Ong Siew Eng (Executive Director) Ng Kok Seng (Huang Guosheng) (Executive Director) Foo Shiang Ping (Non-executive Director) Chen Timothy Teck Leng @ Chen Teck Leng (Independent Director)

Joint Company : Ong Wei Jin (LL.B. (Hons)) Secretaries Goh Wei Lin (LL.B. (Hons))

Registered Office : 19 Woodlands Industrial Park E1 and Principal #02-02 Admiralty Industrial Park Place of Business Singapore 757719

Share Registrar : Tricor Barbinder Share Registration Services, a division of Tricor Singapore Pte. Ltd. 80 Robinson Road #02-00 Singapore 068898

Manager, Sponsor : PrimePartners Corporate Finance Pte. Ltd. and Placement 20 Cecil Street #21-02 Agent Equity Plaza Singapore 049705

Independent and : Nexia TS Public Accounting Corporation Reporting Auditor Public Accountants and Certified Public Accountants 100 Beach Road #30-00 Shaw Tower Singapore 189702

Director-in-charge: Philip Tan Jing Choon (a member of the Institute of Certified Public Accountants of Singapore)

Joint Solicitors : Colin Ng & Partners LLP to the Placement 36 Carpenter Street Singapore 059915

Harry Elias Partnership LLP SGX Centre 2 #17-01 4 Shenton Way Singapore 068807

1 CORPORATE INFORMATION

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

United Overseas Bank Limited 80 Raffles Place UOB Plaza 1 Singapore 048624

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

Vendors : Phua Lam Soon 53 Jalan Kemuning Singapore 769775

Ong Siew Eng 53 Jalan Kemuning Singapore 769775

2 DEFINITIONS

In this Offer Document and the accompanying Application Forms, the following definitions apply where the context so admits:

Companies and persons within our Group

“Apex Projects” : ApexProjectsPte.Ltd.

“Company” : LogisticsHoldingsLimited

“Group” : OurCompanyandoursubsidiaries,followingthecompletion of the Restructuring Exercise, treated for the purpose of this Offer Document as if our group structure had been in existence since 1 July 2009

“Ho Chor Yau” : HoChorYau(HeZuyao)

“Logistics Construction” : Logistics Construction Pte Ltd

“Loy Yan Ru” : LoyYanRu(LiYanru)

“Ng Kok Seng” : NgKokSeng(HuangGuosheng)

“See Ching Jiunn” : SeeChingJiunn(XuQingjun)

“Timothy Chen” : ChenTimothyTeckLeng@ChenTeckLeng

Other Corporations and Agencies

“AJA” : AJARegistrarsPteLtd

“Authority” : TheMonetaryAuthorityofSingapore

“BCA” : Building and Construction Authority, a statutory board established on 1 April 1999 under the Ministry of National Development through the merger of the CIDB and the Building Control Division of the Public Works Department

“CAAS” : CivilAviationAuthorityofSingapore

“CDP” : TheCentralDepository(Pte)Limited

“CIDB” : ConstructionIndustryDevelopmentBoard

“CPF” : TheCentralProvidentFund

“EPPU” : Expenditure And Policies Procurement Unit, Ministry of Finance

3 DEFINITIONS

“HDB” : Housing&DevelopmentBoard

“IRAS” : InlandRevenueAuthorityofSingapore

“ISO” : InternationalOrganisationforStandardisation

“MCYS” : MinistryofCommunityDevelopment,YouthandSports(now known as MSFD following the restructuring of Ministry of Community Development, Youth and Sports and the Ministry of Information, Communications and the Arts)

“MEWR” : MinistryoftheEnvironmentandWaterResources

“MHA” : MinistryofHomeAffairs

“MOE” : MinistryofEducation

“MOM” : MinistryofManpower

“MSFD” : MinistryofSocialandFamilyDevelopment(previouslyknown as MCYS following the restructuring of MCYS and the Ministry of Information, Communications and the Arts)

“OCBC” or : Oversea-Chinese Banking Corporation Limited “Receiving Banker”

“PPCF”,“Manager” or : PrimePartners Corporate Finance Pte. Ltd. “Sponsor”

“SGX-ST” : SingaporeExchangeSecuritiesTradingLimited

“Share Registrar” : Tricor Barbinder Share Registration Services, a division of Tricor Singapore Pte. Ltd.

“SPPG” : SPPowerGridLimited

“UOB” : UnitedOverseasBankLimited

General

“A&A” : Additionsandalterations

“Agreed Proportion” : TheproportioninwhichthePlacementSharesareofferedby each of our Company and the Vendors

“Application Forms” : Theprintedapplicationformstobeusedforthepurposeof the Placement and which form part of this Offer Document

4 DEFINITIONS

“Application List” : Thelistofapplicationsforsubscriptionand/orpurchase of the Placement Shares

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

“Associate” : (a) in relation to any director, chief executive officer, substantial shareholder or controlling shareholder (being an individual) means:

(i) his immediate family;

(ii) the trustees, acting in their capacity as such trustees, of any trust of which he or his immediate family is a beneficiary or, in the case of a discretionary trust, is a discretionary object; or

(iii) any company in which he and his immediate family together (directly or indirectly) have an interest of 30% or more of the aggregate of the nominal amount of all the voting shares;

(b) in relation to a substantial shareholder or a controlling shareholder (being a company) means any other company which is its subsidiary or holding company or is a fellow subsidiary of any 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

“Associated Company” : Inrelationtoacorporation,means:

(a) any corporation in which the corporation or its subsidiary has, or the corporation and its subsidiary together have, a direct interest of not less than 20% but not more than 50% of the aggregate of the nominal amount of all the voting shares; or

(b) any corporation, other than a subsidiary of the corporation or a corporation which is an associated company by virtue of paragraph (a), the policies of which the corporation or its subsidiary, or the corporation together with its subsidiary, is able to control or influence materially

“Audit Committee” : The audit committee of our Company as at the date of this Offer Document unless otherwise stated

5 DEFINITIONS

“Audited Combined : Audited combined financial statements of Logistics Holdings Financial Statements” Limited and its subsidiaries for the FYs ended 30 June 2010, 2011 and 2012 as set out in Appendix A of this Offer Document

“Board of Directors” : TheboardofDirectorsofourCompanyasatthedateofthis Offer Document unless otherwise stated

“Building Control Act” : The Building Control Act (Chapter 29) of Singapore, as amended, modified or supplemented from time to time

“Catalist” : TheCatalistBoardoftheSGX-ST

“Catalist Rules” : AnyoralloftherulesinSectionBoftheListingManual:Rules of Catalist, as the case may be, as amended, modified or supplemented from time to time

“CEO” : Chiefexecutiveofficer

“Companies Act” : TheCompaniesAct(Chapter50)ofSingapore,asamended, modified or supplemented from time to time

“CONQUAS” : TheConstructionQualityAssessmentSystem

“Controlling Shareholder” : (a) a person who has an interest in the voting shares of a corporation and who exercises control over the corporation; or

(b) a person who has an interest of 15.00% or more of the aggregate of the nominal amount of all the voting shares in a corporation, unless he does not exercise control over the corporation

“D&B” : Designandbuild

“Directors” : ThedirectorsofourCompanyasatthedateofthisOffer Document

“EPS” : EarningsperShare

“Executive Directors” : TheexecutivedirectorsofourCompanyasatthedateofthis Offer Document unless otherwise stated

“Executive Officers” : TheexecutiveofficersofourGroupasatthedateofthisOffer Document unless otherwise stated

“FC” : FinancialController

“FY” : Financialyearendedor,asthecasemaybe,ending30June

6 DEFINITIONS

“Gas Act” : The Gas Act (Chapter 116A) of Singapore, as amended, modified or supplemented from time to time

“GST” : Goodsandservicestax

“GST Act” : The Goods And Services Tax Act (Chapter 117A) of Singapore, as amended, modified or supplemented from time to time

“Independent Directors” : The independent directors of our Company as at the date of this Offer Document unless otherwise stated

“ISO 9001:2008” : The International Standard that specifies requirements for a quality management system where an organisation: (i) needs to demonstrate its ability to consistently provide product that meets customer and applicable statutory and regulatory requirements; and (ii) aims to enhance customer satisfaction through the effective application of the system, including processes for continual improvement of the system and the assurance of conformity to customer and applicable statutory and regulatory requirements

“ISO 14001:2004” : TheInternationalStandardthatspecifiesrequirements for an environmental management system to enable an organisation to develop and implement a policy and objectives which take into account legal requirements and other requirements to which the organisation subscribes, and information about significant environmental aspects

“Issue Price” : S$0.23foreachPlacementShare

“Latest Practicable Date” : 6 December 2012, being the latest practicable date for the purposes of lodgement of this Offer Document with the SGX-ST

“Listing” : ThelistingofourCompanyandthequotationofourShareson the Catalist

“M&E” : Mechanicalandelectrical

“Management Agreement” : The full sponsorship and management agreement dated 8 January 2013 entered into between our Company, the Vendors and PPCF pursuant to which PPCF shall sponsor and manage the Listing as described in the section entitled “Plan of Distribution” of this Offer Document

“Market Day” : AdayonwhichtheSGX-STisopenfortradinginsecurities

7 DEFINITIONS

“New Shares” : The31,875,000newSharesforwhichourCompanyinvites applications to subscribe for and/or purchase pursuant to the Placement subject to and on the terms and conditions set out in this Offer Document

“Nominating Committee” : The nominating committee of our Company as at the date of this Offer Document unless otherwise stated

“NTA” : Nettangibleassets

“Offer Document” : This offer document dated 8 January 2013 issued by our Company in respect of the Placement

“PBT” : Profitbeforetax

“PER” : Priceearningsratio

“period under review” : The period which comprises FY2010, FY2011 and FY2012

“Placement” : TheplacementofthePlacementSharesbythePlacement Agent on behalf of our Company and the Vendors for subscription and/or purchase at the Issue Price subject to and on the terms and conditions of this Offer Document

“Placement Agent”:PPCF

“Placement Agreement” : The placement agreement dated 8 January 2013 entered into between our Company, the Vendors and PPCF pursuant to which PPCF agreed to procure subscribers and/or purchasers for the Placement Shares, details as described in the section entitled “Plan of Distribution” of this Offer Document

“Placement Shares” : The 42,075,000 placement Shares which are the subject of the Placement comprising 31,875,000 New Shares and 10,200,000 Vendor Shares

“PPCF Shares” : The2,125,000newSharestobeissuedbyourCompanyto PPCF as part of PPCF’s professional fees as the Manager and Sponsor

“R&R” : Repairsandredecoration

“Remuneration : The remuneration committee of our Company as at the date of Committee” this Offer Document unless otherwise stated

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

8 DEFINITIONS

“Securities Account” : The securities account maintained by a Depositor with CDP

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

“Service Agreements” : The service agreements entered into between our Executive Directors and our Company as described in the section entitled “Directors, Management and Staff — Service Agreements” of this Offer Document

“Shareholders” : ShareholdersofourCompany

“Shares” : OrdinarysharesinthecapitalofourCompany

“Subdivision of Shares” : The subdivision of each Share into 20 Shares

“Substantial : Persons who have an interest in the Shares, the nominal Shareholders” amount of which is not less than 5% of the aggregate of the nominal amount of all the voting shares of our Company

“Unaudited Pro Forma : Unaudited pro forma combined financial information of Combined Financial Logistics Holdings Limited and its subsidiaries for the FY Information” ended 30 June 2012 as set out in Appendix B of this Offer Document

“Vendors” : OurCEO,PhuaLamSoonandourExecutiveDirector,Ong Siew Eng

“Vendor Shares” : The10,200,000issuedandfullypaid-upSharesownedbythe Vendors for which the Vendors invite applications to purchase pursuant to the Placement subject to and on the terms and conditions in this Offer Document

Currencies, Units and Others

“%” or “per cent.” : Percentum

“S$” and “cents” : The lawful currency of Singapore, being dollars and cents respectively

“sq m” : Squaremetre

The expressions “Depositor”,“Depository Agent” and “Depository Register” shall have the meanings ascribed to them respectively in Section 130A of the Companies Act.

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 Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005.

9 DEFINITIONS

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

Any reference in this Offer Document and the Application Forms to Shares being allotted to an applicant includes allotment to CDP for the account of that applicant.

Any reference to a time of day in this Offer Document and the Application Forms shall be a reference to Singapore time unless otherwise stated.

References in this Offer Document to “our Group”,“we”,“our”, and “us” or any other grammatical variations thereof shall unless otherwise stated, mean our Company, our Group or any member of our Group as the context requires.

Any discrepancies in the tables included herein between the listed amounts 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 that precede them.

10 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

All statements contained in this Offer Document, statements made in press releases and oral statements that may be made by us, the Vendors or our Directors, Executive Officers or employees acting on our behalf, that are not statements of historical fact, constitute “forward- looking statements”. You can identify some of these forward-looking statements by terms such as “expects”, “believes”, “plans”, “intends”, “estimates”, “anticipates”, “may”, “will”, “would” and “could” or similar words. However, you should note that these words are not the exclusive means of identifying forward-looking statements. All statements regarding our expected financial position, business strategies, plans and prospects are forward-looking statements.

These forward-looking statements, including without limitation, statements as to:

(a) our revenue and profitability;

(b) expected growth in demand;

(d) anticipated expansion plans; and

(e) other matters discussed in this Offer Document regarding matters that are not historical fact, 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 these forward-looking statements. These risks, uncertainties and other factors include, among others:

(a) changes in political, social and economic conditions, and laws and regulations and the interpretation thereof in Singapore in which we conduct our business;

(b) the risk that we may be unable to execute or implement our business strategies and future plans;

(d) changes in the availability and prices of raw materials and goods which we require to operate our business;

(e) changes in customers’ preferences;

(f) changes in competitive conditions and our ability to compete under such conditions;

(g) changes in our future capital needs and the availability of financing and capital to fund such needs; and

(h) other factors beyond our control.

Some of these risk factors are discussed in more details in this Offer Document, in particular, but not limited to, the discussions under the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Results of Operations and Financial Position” of this Offer Document. These forward-looking statements are applicable only as of the date of this Offer Document.

11 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

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 Offer Document, undue reliance must not be placed on these statements which apply only as at the date of this Offer Document. Neither our Company, the Vendors, the Manager, the Sponsor and the Placement Agent nor any other person represents or warrants that our Group’s actual future results, performance or achievements will be as discussed in those statements.

Our actual 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 Manager, the Sponsor and the Placement Agent 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 or circumstances. We are, however, subject to the provisions of the Securities and Futures Act and the Catalist Rules regarding corporate disclosure. In particular, pursuant to Section 241 of the Securities and Futures Act, if after the registration of the Offer Document but before the close of the Placement, our Company becomes aware of: (a) a false or misleading statement or matter in the Offer Document; (b) an omission from the Offer Document of any information that should have been included in it under Section 243 of the Securities and Futures Act; or (c) a new circumstance that has arisen since the registration of the Offer Document with the SGX-ST and would have been required by Section 243 of the Securities and Futures Act to be included in the Offer Document if it had arisen before the Offer Document was lodged and that is materially adverse from the point of view of an investor, a supplementary or replacement Offer Document must: (a) meet the conditions prescribed under the Securities and Futures (Offers of Investments) (Shares) (Exemption from Prospectus Requirements) Regulations 2008; and (b) be lodged with the SGX-ST.

12 SELLINGRESTRICTIONS

Singapore

This Offer Document does not constitute an offer, solicitation or invitation to subscribe for and/or purchase the Placement 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 requirements of any jurisdiction, except for the filing and/or lodgement of this Offer Document in Singapore in order to permit a public offering of the Placement Shares and the public distribution of this Offer Document in Singapore. The distribution of this Offer Document and the offering of the Placement Shares in certain jurisdictions may be restricted by the relevant laws in such jurisdictions. Persons who may come into possession of this Offer Document are required by our Company, the Vendors, the Manager, the Sponsor and the Placement Agent to inform themselves about, and to observe and comply with, any such restrictions at their own expense and without liability to our Company, the Vendors, the Manager, the Sponsor and the Placement Agent.

13 DETAILS OF THE PLACEMENT

LISTING ON THE CATALIST

PPCF has made an application to the SGX-ST for permission to deal in, and for quotation of, all our existing issued Shares (including the Vendor Shares), the New Shares which are the subject of the Placement and the PPCF Shares. Such permission will be granted when we have been admitted to the Catalist. Our acceptance of applications will be conditional upon, inter alia, the issue of New Shares and upon permission being granted by the SGX-ST to deal in, and for quotation of, all our existing issued Shares (including the Vendor Shares), the New Shares which are the subject of the Placement and the PPCF Shares. If the said permission is not granted for any reason, 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, and the applicant will not have any claim against us, the Vendors, the Manager, the Sponsor and the Placement Agent. No Shares will be allotted on the basis of this Offer Document later than six months after the date of registration of this Offer Document by the SGX-ST acting as agent of the Authority.

Companies listed on the Catalist may carry a higher investment risk when compared with larger or more established companies listed on the Main Board of the SGX-ST. In particular, companies may list on the Catalist without a track record of profitability and there is no assurance that there will be a liquid market in the securities traded on the Catalist. A prospective investor should be aware of the risks of investing in such companies and should make the decision to invest only after careful consideration and, if appropriate, consultation with an independent financial adviser.

Neither the Authority nor the SGX-ST has examined or approved the contents of this Offer Document. Neither the Authority nor the SGX-ST assumes any responsibility for the contents of this Offer Document, including the correctness of any of the statements or opinions made or reports contained in this Offer Document. The SGX-ST does not normally review the application for admission but relies on the Manager and the Sponsor certifying that our Company is suitable to be listed and complies with the Catalist Rules.

Admission to the Catalist is not to be taken as an indication of the merits of the Placement, our Company, our subsidiaries, our existing issued Shares (including the Vendor Shares), the New Shares or the PPCF Shares.

A copy of this Offer Document has been lodged with the SGX-ST acting as agent of the Authority. The registration of this Offer Document with the SGX-ST does not imply that the Securities and Futures Act, or any other legal or regulatory requirements, have been complied with. The SGX-ST has not, in any way, considered the merits of our existing issued Shares (including the Vendor Shares), the New Shares or the PPCF Shares, as the case may be, being offered or in respect of which a placement is made, for investment. We have not lodged this Offer Document in any other jurisdiction.

We are subject to the provisions of the Securities and Futures Act and the Catalist Rules regarding corporate disclosure. In particular, if after the registration of this Offer Document but before the close of the Placement, we become aware of:

(a) a false or misleading statement or matter in the Offer Document;

(b) an omission from the Offer Document of any information that should have been included in it under Section 243 of the Securities and Futures Act; or

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

14 DETAILS OF THE PLACEMENT that is materially adverse from the point of view of an investor, a supplementary or replacement Offer Document must: (i) meet the conditions prescribed under the Securities and Futures (Offers of Investments) (Shares) (Exemption from Prospectus Requirements) Regulations 2008; and (ii) be lodged with the SGX-ST, pursuant to Section 241 of the Securities and Futures Act.

In the event that a supplementary or replacement offer document is lodged with the SGX-ST, the Placement shall be kept open for at least 14 days after the lodgement of such supplementary or replacement offer document.

Where prior to the lodgement of the supplementary or replacement offer document, applications have been made under this Offer Document to subscribe for and/or purchase the Placement Shares and:

(a) where the Placement Shares have not been issued and/or transferred to the applicants, our Company and 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 offer document, give the applicants notice in writing of how to obtain, or arrange to receive, a copy of the supplementary or replacement offer document, as the case may be, and provide the applicants with an option to withdraw their applications and to take all reasonable steps to make available within a reasonable period the supplementary or replacement offer document, as the case may be, to the applicants who have indicated that they wish to obtain, or who have arranged to receive, a copy of the supplementary document or replacement offer document; or

(ii) within seven days from the date of lodgement of the supplementary or replacement offer document, give the applicants the supplementary or replacement offer document, as the case may be, and provide 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 our Company (and on behalf of the Vendors) shall, within seven days from the date of lodgement of the supplementary or replacement offer document, 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 will not have any claim whatsoever against our Company, the Manager, the Sponsor and the Placement Agent; or

(b) where the Placement Shares have been issued and/or transferred to the applicants but trading has not commenced, our Company and the Vendors shall, either:

15 DETAILS OF THE PLACEMENT

(iii) treat the issue of the Placement Shares as void, in which case the issue shall be deemed void and our Company (and on behalf of the Vendors) shall within seven days from the date of lodgement of the supplementary or replacement offer document, 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 will not have any claim whatsoever against our Company, the Vendors, the Manager, the Sponsor and the Placement Agent.

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

Any applicant who wishes to exercise his option under paragraph (b)(i) or (ii) to return the Placement Shares issued and/or transferred to him shall, within 14 days from the date of lodgement of the supplementary or replacement offer document, notify our Company of this and return all documents, if any, purporting to be evidence of title to those Placement Shares, to our Company, whereupon our Company (and on behalf of the Vendors) shall, within seven days from the receipt of such notification and documents, if any, pay to him all monies paid by him for those Placement Shares, without interest or any share of revenue or other benefit arising therefrom and at his own risk, and the issue and/or transfer of those Placement Shares shall be deemed void, and he will not have any claim against our Company, the Vendors, the Manager, the Sponsor and the Placement Agent.

Pursuant to Section 242 of the Securities and Futures Act, the Authority may, in certain circumstances issue a stop order (the “Stop Order”) to our Company, directing that no Shares or no further Shares to which this Offer Document relates, be allotted or issued. Such circumstances will include a situation where this offer document: (i) contains any statement or matter which, in the Authority’s opinion, is false or misleading, (ii) omits any information that should have been included in it under the Securities and Futures Act; or (iii) does not, in the Authority’s opinion, comply with the requirements of the Securities and Futures Act.

In the event that the Authority issues a Stop Order and applications to subscribe for and/or purchase the Placement Shares have been made prior to the Stop Order, then:

(a) where the Placement Shares have not been issued and/or transferred to the applicants, the applications for the Placement Shares shall be deemed to have been withdrawn and cancelled and our Company 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 Placement Shares; or

(b) where the Placement Shares have been issued and/or transferred to the applicants, the issue of the Placement Shares shall be deemed to be void and our Company (and on behalf of the Vendors) shall, within 14 days from the date of the Stop Order, pay to the applicants all monies paid by them for the Placement Shares.

Such monies paid in respect of an application will be returned to the applicants at their own risk, without interest or any share of revenue or other benefit arising therefrom, and they will not have any claims against our Company, the Vendors, the Manager, the Sponsor and the Placement Agent.

16 DETAILS OF THE PLACEMENT

This Offer Document has been seen and approved by our Directors and they collectively and individually accept full responsibility for the accuracy of the information given in this Offer Document and confirm after making all reasonable enquiries, that to the best of their knowledge and belief, this Offer Document constitutes full and true disclosure of all material facts about the Placement and our Group, and our Directors are not aware of any facts the omission of which would make any statements in the Offer Document misleading. Where information in this Offer Document has been extracted from published or otherwise publicly available sources or obtained from a named source, the sole responsibility of our Directors has been to ensure that such information has been accurately and correctly extracted from those sources and/or reproduced in this Offer Document in its proper form and context.

Neither our Company, the Vendors, the Manager, the Sponsor and the Placement Agent nor any other parties involved in the Placement is making any representation to any person regarding the legality of an investment by such person under any investment or other laws or regulations. No information in this Offer Document should be considered as being business, legal or tax advice regarding an investment in our Shares. Each prospective investor should consult his own professional or other advisers for business, legal or tax advice regarding an investment in our Shares.

No person has been or is authorised to give any information or to make any representation not contained in this Offer Document in connection with the Placement and, if given or made, such information or representation must not be relied upon as having been authorised by us, the Vendors, the Manager, the Sponsor and the Placement Agent. Neither the delivery of this Offer Document and the Application Forms nor any documents relating to the Placement, nor the Placement shall, under any circumstances, constitute a continuing representation or create any suggestion or implication that there has been no change in our affairs or in the statements of fact or information contained in this Offer Document since the date of this Offer Document. Where such changes occur and are material or are required to be disclosed by law, the SGX-ST and/or any other regulatory or supervisory body or agency, we may make an announcement of the same to the SGX-ST and the public and if required, we may lodge a supplementary or replacement offer document with the SGX-ST and will comply with the requirements of the Securities and Futures Act and/or any other requirements of the SGX-ST. All applicants should take note of any such announcements and, upon the release of such an announcement, shall be deemed to have notice of such changes.

Save as expressly stated in this Offer Document, nothing herein is, or may be relied upon as, a promise or representation as to our future performance or policies. The Placement Shares are offered for subscription solely on the basis of the information contained and representations made in this Offer Document.

This Offer Document has been prepared solely for the purpose of the Placement and may not be relied upon by any persons other than the applicants in connection with their application for the Placement Shares or for any other purpose.

This Offer Document does not constitute an offer, solicitation or invitation of the Placement Shares in any jurisdiction in which such offer, solicitation or invitation is unlawful or unauthorised nor does it constitute an offer, solicitation or invitation to any person to whom it is unlawful to make such offer, solicitation or invitation.

17 DETAILS OF THE PLACEMENT

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

PrimePartners Corporate Finance Pte. Ltd. 20 Cecil Street #21-02 Equity Plaza Singapore 049705 and members of the Association of Banks in Singapore, members of the SGX-ST and merchant banks in Singapore. A copy of this Offer Document is also available on the SGX-ST website http://www.sgx.com.

The Application List will open immediately upon the registration of the Offer Document by the SGX-ST acting as agent of the Authority and will remain open until 12.00 noon on 16 January 2013 or for such further period or periods as our Directors and the Vendors may, in consultation with the Manager, the Sponsor and the Placement Agent in their absolute discretion decide, subject to any limitation under all applicable laws. In the event a supplementary offer document or replacement offer document is lodged with the SGX-ST, the Application List will remain open for at least 14 days after the lodgement of the supplementary or replacement offer document.

Details of the procedures for application of the Placement Shares are set out in Appendix F of this Offer Document.

18 INDICATIVE TIMETABLE FOR LISTING

An indicative timetable on the trading of initial public offering shares is set out below:

Indicativedate/time Event

16 January 2013 at 12.00 noon Close ofApplication List 18 January 2013 at 9.00 a.m. Commence trading on a “ready” basis 23January2013 Settlementdateforalltradesdoneona“ready” basis

The above timetable is only indicative as it assumes that the date of closing of the Application List is 16 January 2013, the date of admission of our Company to the Catalist is 18 January 2013, the shareholding spread requirement will be complied with and the Placement Shares will be issued or allotted and fully paid-up and/or allotted prior to 23 January 2013.

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 commencement of trading on a “ready” basis.

Investors should consult the SGX-ST’s announcement on “ready” trading date on the internet at the SGX-ST website http://www.sgx.com, 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 Placement is open, we will publicly announce the same:

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

(b) in local English and Chinese language newspapers.

We will provide details of the results of the Placement as soon as it is practicable after the closure of the Application List through the channels described in (a) and (b) above.

19 PLANOFDISTRIBUTION

The Placement is for 42,075,000 Placement Shares offered in Singapore and the Listing is managed and sponsored by PPCF. The placement for the Placement Shares is managed by PPCF as the Placement Agent.

Prior to the Placement, there has been no public market for our Shares. The Issue Price is determined by our Company and the Vendors in consultation with the Manager, the Sponsor and the Placement Agent, taking into consideration, inter alia, the prevailing market conditions and estimated market demand for the Placement Shares determined through a book-building process. The Issue Price is the same for each Placement Share and is payable in full on application.

Management Agreement

Pursuant to the Management Agreement, we and the Vendors have appointed PPCF and PPCF has agreed to manage and act as full sponsor for the Listing. The Manager and the Sponsor will receive a management fee for the services rendered by PPCF in connection with the Placement.

Placement Shares

The Placement Shares are made available to retail and institutional investors who may apply through their brokers or financial institutions by way of the Application Forms. Application for the Placement Shares may only be made by way of printed Application Forms as described under the section entitled “Terms, Conditions and Procedures for Application and Acceptance” as set out in Appendix F of this Offer Document.

Placement Agreement

Pursuant to the Placement Agreement, our Company and the Vendors have appointed PPCF as the Placement Agent and PPCF has agreed to procure subscribers and/or purchasers for the Placement Shares for a placement commission of 3.50% of the Issue Price for each Placement Share payable by us and the Vendors in the Agreed Proportion for the aggregate number of Placement Shares successfully subscribed for and/or purchased. Subject to any applicable laws and regulations, our Company agrees that the Placement Agent shall be at liberty and at its own expense appoint one or more sub-placement agents under the Placement Agreement on such terms and subject to such conditions as the Placement Agent may deem fit.

Subscribers and/or purchasers of the Placement Shares may be required to pay brokerage of up to 1.00% of the Issue Price (and the prevailing GST thereon, if applicable) to the Placement Agent or any sub-placement agent(s) that may be appointed by the Placement Agent.

Interests of the Manager, the Sponsor and the Placement Agent, PPCF

In the reasonable opinion of our Directors, the Manager, the Sponsor and the Placement Agent, PPCF, does not have a material relationship with our Company save as disclosed below and in the section entitled “General and Statutory Information — Management and Placement Arrangements” of this Offer Document:

(a) Pursuant to the Management Agreement:

(i) our Company appointed PPCF to manage and sponsor the Listing;

(ii) our Company will allot and issue to PPCF 2,125,000 PPCF Shares (representing 1.25% of the post-Placement issued share capital of our Company) at the Issue Price for each PPCF Share as part of PPCF’s management fees as the Manager and the Sponsor in

20 PLANOFDISTRIBUTION

respect of the Listing. After the completion of the relevant moratorium periods as set out in the section entitled “Shareholders — Moratorium” of this Offer Document, PPCF will dispose of its shareholding interest in our Company at its discretion;

(iii) PPCF will be the continuing Sponsor of our Company for a period of three years from the date our Company is admitted and listed on the Catalist; and

(b) Pursuant to the Placement Agreement, our Company appointed PPCF as the Placement Agent of the Placement.

The Management Agreement may be terminated by PPCF at any time before the close of the Application List on the occurrence of certain events including the following:

(a) PPCF becomes aware of any material breach by our Company and/or its agent(s) or the Vendors of any warranties, representations, covenants or undertakings given by our Company to PPCF in the Management Agreement; or

(b) there shall have been, since the date of the Management Agreement, any change or prospective change in or any introduction or prospective introduction of any legislation, regulation, policy, directive, guideline, rule or byelaw by any relevant government or regulatory body, whether or not having the force of law, or any other occurrence of similar nature that would materially change the scope of work, responsibility or liability required of PPCF; or

(c) there is a conflict of interest for PPCF, or any dispute, conflict or disagreement with our Company or our Company wilfully fails to comply with any advice from or recommendation of PPCF.

The Placement Agreement dated 8 January 2013 was entered into between our Company and PPCF (as the Placement Agent) whereby the Placement Agent agreed to procure subscribers and/or purchasers for the Placement Shares. Our Company and the Vendors shall pay in the Agreed Proportion an aggregate placement commission of 3.50% of the Issue Price for each Placement Share. The Placement Agent may, at its absolute discretion, appoint one or more secondary sub-placement agents for the Placement Shares.

The Placement Agreement is conditional upon the Management Agreement not being terminated or rescinded pursuant to the provisions of the Management Agreement, and may be terminated on the occurrence of certain events, including those specified above. In the event that the Management Agreement or the Placement Agreement is terminated, our Company reserves the right, at the absolute discretion of our Directors, to cancel the Placement.

Other than pursuant to the Placement Agreement, there are no contracts, agreements or understandings between our Company and any person or entity that would give rise to any claim for brokerage commission, finder’s fees or other payments in connection with the offer and subscription of the Placement Shares.

Persons intending to subscribe for and/or purchase the Placement Shares

Save for our Executive Director, Ng Kok Seng and our Non-executive Director, Foo Shiang Ping, none of our Directors or Controlling Shareholders intends to subscribe for and/or purchase the Placement Shares pursuant to the Placement.

To the best of our knowledge and belief, as at the date of this Offer Document, we are not aware of any person who intends to subscribe for and/or purchase more than 5.00% of the Placement Shares pursuant to the Placement. However, through a book-building process to assess market

21 PLANOFDISTRIBUTION demand for our Shares, there may be persons who may indicate an interest to subscribe for and/or purchase more than 5.00% of the Placement Shares. If such person(s) were to make an application for more than 5.00% of the Placement Shares and are subsequently allotted such number of Shares, we will make the necessary announcements at an appropriate time. The final allotment of Shares will be in accordance with the shareholding spread and distribution guidelines as set out in Rule 406 of the Catalist Rules.

No Shares shall be issued on the basis of this Offer Document later than six months after the date of registration of this Offer Document by the SGX-ST acting as an agent of the Authority.

22 OFFER DOCUMENT SUMMARY

The following summary highlights certain information found in greater detail elsewhere in this Offer Document. Terms defined elsewhere in this Offer Document have the same meaning when used herein. In addition to this summary, we urge you to read the entire Offer Document carefully, especially the section entitled “Risk Factors” of this Offer Document, before deciding to invest in our Shares.

OVERVIEWOFOURGROUP

Our Business

We have a track record of more than 27 years in the construction business in Singapore.

We are principally engaged in building construction works as well as supply and installation of furniture/interior fitting-out works in Singapore in which we act mainly as a main contractor for primarily the Singapore government and Singapore government-related bodies. As a main contractor, we have undertaken a wide range of building construction works such as excavation, piling, sub-structures and superstructures works, architectural works, aluminum cladding and curtain walling, M&E works, interior fitting-out works, external works and landscaping.

Please refer to sections entitled “General Information on Our Group — Business Overview” and “General Information On Our Group — Our Major Customers” of this Offer Document for further details.

Our Financial Results and Financial Position

Please refer to the section entitled “Management’s Discussion and Analysis of Results of Operations and Financial Position” of this Offer Document, the Audited Combined Financial Statements and the Unaudited Pro Forma Combined Financial Information as set out in Appendix A and Appendix B of this Offer Document respectively for details of our financial performance for the period under review.

Our Competitive Strengths

We believe our competitive strengths are as follows:

(a) We have an established and proven track record of more than 27 years;

(b) We have an experienced and committed management team and a pool of dedicated staff; and

Please refer to section entitled “General Information on our Group — Competitive Strengths” of this Offer Document for further details.

23 OFFER DOCUMENT SUMMARY

Our Business Strategies and Future Plans

Our business strategies and future plans are as follows:

(a) To expand the operations of our Group by: (i) acquiring heavy duty and large capacity as well as automated and advanced construction equipment and machinery; and (ii) constructing a dormitory to house our foreign workers;

(b) To explore joint ventures and strategic alliances in related business; and

Please refer to section entitled “General Information on Our Group — Business Strategies and Future Plans” of this Offer Document for further details.

Where you can find us

Our principal place of business and registered office is located at 19 Woodlands Industrial Park E1, #02-02 Admiralty Industrial Park, Singapore 757719. Our telephone number is (65) 6891 0831 and our facsimile number is (65) 6891 0835. Our e-mail and internet addresses are [email protected] and www.logistics99.com.sg respectively. Information contained in our website does not constitute part of this Offer Document.

24 THEPLACEMENT

IssueSize : 42,075,000 Placement Shares comprising 31,875,000 New Shares and 10,200,000 Vendor Shares offered in Singapore.

The New Shares which form part of the Placement, upon issue and allotment, will rank pari passu in all respects with the existing issued Shares.

IssuePrice : S$0.23foreachPlacementShare.

ThePlacement : The Placement comprises an offering of 42,075,000 Placement Shares at the Issue Price, reserved for placement to members of the public and institutional investors in Singapore.

Purpose of the Placement : OurDirectorsconsiderthatthelisting of our Company and the quotation of our Shares on the Catalist will enhance our public image locally and overseas and enable us to tap the capital markets for the expansion of our operations. Please refer to the section entitled “Use of Proceeds and Listing Expenses” of this Offer Document for more information.

Listingstatus : PriortothePlacement,therehadbeennopublic market for our Shares. Our Shares will be quoted in Singapore dollars on the Catalist, subject to admission of our Company to the Catalist.

25 RISK FACTORS

Investors should consider carefully the following risk factors and all other information contained in this Offer Document, before deciding to invest in our Shares. You should also note that certain of the statements set forth below constitute “forward-looking statements” that involve risks and uncertainties.

If any of the following risk factors and uncertainties develops into actual events, our business, results of operations, financial position or cash flows may be adversely affected. In such circumstances, the trading price of our Shares could decline and investors may lose all or part of their investment. To the best of our Directors’ belief and knowledge, all of the risk factors that are material to investors in making an informed judgement have been set out below.

RISKS RELATING TO OUR BUSINESS AND INDUSTRY

We are dependent on public sector demand for building construction works as well as supply and installation of furniture/interior fitting-out works in Singapore which in turn is dependent on the development plans and budgets of the Singapore government

We are principally engaged in building construction works as well as supply and installation of furniture/interior fitting-out works in Singapore in which we act mainly as a main contractor for primarily the Singapore government and Singapore government-related bodies. Revenue derived from the public sector for our building construction works and our supply and installation of furniture/interior fitting-out works accounted for approximately 97.01%, 99.91% and 99.70% of our total revenue for FY2010, FY2011 and FY2012 respectively.

Public sector demand for building construction works as well as supply and installation of furniture/interior fitting-out works in Singapore is dependent on, among others, the development plans and budgets of the Singapore government which in turn is dependent on the general health of the Singapore economy. A downturn in the Singapore economy may affect the development plans of the Singapore government and/or reduce the budgets of the Singapore government and hence reduce public sector demand for building construction works as well as supply and installation of furniture/interior fitting-out works in Singapore, which in turn will result in reduced number of projects available for tender and/or lower contract value for our projects and our profit margin may erode due to keener competition when securing available projects. This will invariably have a material adverse effect on our business and financial performance.

We are reliant on the Singapore government and Singapore government-related bodies for our major projects

We are reliant on the Singapore government and Singapore government-related bodies for our major projects. Please refer to the section entitled “General Information On Our Group — Our Major Customers” of this Offer Document for further details on our major customers. There is no assurance that the Singapore government and Singapore government-related bodies will continue to engage us as a contractor or that we will continue to sustain the level of revenue derived from projects that we have been securing from them in the past. In the event that the Singapore government and/or other Singapore government-related bodies ceases to have business dealings with us, or materially reduces the contract value and volume of projects that they engage us for, or if we are unsuccessful in our tenders for such projects following their/its evaluation of our tender proposals based on the Price Quality Method1 (“PQM”) (where applicable), our business operations and financial position will be materially and adversely affected.

26 RISK FACTORS

Note: 1 The PQM is a framework based on both the price and quality attributes for the evaluation of construction tenders. The aim of PQM is to provide a more structured framework for such non-price criteria to be assessed alongside price. In effect, the PQM translates the qualitative attributes into quantitative scores which, when combined with the price scores, will enable the most suitable firm that provides the best offer to be selected for award. The PQM adopts the following principles: (a) Both price and quality attributes will be given weightages and scores based on the guidelines provided. The firm with the best combined score would be awarded the project; (b) The weightages between price and quality, the quality attributes, the maximum points to be assigned to each quality attribute, and the scoring method for the quality attributes will be made known upfront in the tender; (c) The PQM still adheres to the principles of transparency, openness and fairness and value for money in procurement. In addition, it should also comply with the World Trade Organisation regulations such as having non-discriminatory criteria; and (d) Tenderers can request for their rankings derived from combined scores after tender award. The weightage between price and quality will range from 60:40 to 80:20, depending on the complexity of the project. The quality (non-price) attributes can comprise: (i) performance in past or ongoing projects in areas such as timeliness, safety and quality; (ii) relevant track records or specific competencies that enhance the tenderer’s suitability for the job; (iii) project specific proposals, including work methods and resources assigned to the project; and (iv) other attributes, if any. The PQM is applicable to all construction tenders under the BCA workheads CW01 and CW02 and with an estimated procurement value of S$3.0 million and above.

Downgrade or loss of our BCA registration grading and credit rating will materially and adversely affect our ability to tender for future projects

Contractors in Singapore are categorised by the BCA into the different BCA registration grades and registration with the BCA is a pre-requisite for contractors to tender for contracts with the government sector in Singapore. We have numerous registration grades as described in the section entitled “General Information On Our Group — Business Overview” of this Offer Document. Factors such as capital net worth, track record and minimum number of personnel with the relevant qualifications affect the workhead classification awarded by the BCA to us. 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. Please refer to the section entitled “General Information On Our Group — Government Regulations” of this Offer Document for more information on the requirements of the registration grades awarded by the BCA.

Our BCA registration grades have not been downgraded since our registration as a contractor in 1991. Currently, our Directors are not aware of any risk or circumstances that will result in our BCA registration grades being downgraded or withdrawn, or result in any difficulty for the maintenance of such by us. Nonetheless, there is no assurance that we can continue to maintain our existing BCA registration grades in the future. In the event that we fail to comply with any of the requirements laid down by the BCA in respect of that grade, we would not be able to maintain our existing grading and/or our existing BCA registration status would be downgraded. As such, we may not be able to tender for contracts with the government sector in Singapore which require a specific BCA registration grade and any downgrade in our BCA registration grades would adversely affect our market reputation. This could have an adverse impact on the business operations and financial position of our Group.

Our financial performance is dependent on our ability to secure new projects on a continuous basis and the non-cancellation of secured projects

Most of our projects are undertaken on a non-recurring basis. Therefore, there may be fluctuations in the aggregate value and volume of projects that we are able to secure on an ongoing basis. Our inability to continuously secure and/or maintain projects of similar contract value and/or volume of

27 RISK FACTORS projects will have a material and adverse impact on our financial performance. In addition, there may be a lapse of time between the completion of our projects and the commencement of our subsequent projects. Accordingly, our earnings and financial performance during such periods may be materially and adversely affected.

Cancellation or delay in the commencement of secured projects due to factor such as shortage of building construction materials may also materially and adversely affect us. Any cancellation or delay of projects could lead to our inability to recover costs associated with purchase of materials and rental of equipment, idle or excess capacity, and in the event that we are unable to secure new projects in place thereof on a timely basis, our business operations and financial position will be materially and adversely affected.

We may be adversely affected by cost overruns and/or increases in costs

The contract value quoted in our tender documents submitted to our customers is determined based on internal costings and budgetary estimates after having evaluated the indicative pricing provided by our suppliers and subcontractors. However, unforeseen circumstances such as unfavourable weather conditions, unanticipated construction constraints at worksites, additional work which is not previously factored into the contract value which may have to be carried out, increase in the costs of labour, construction materials, equipment, rental and subcontracting services, unanticipated variations in labour and equipment productivity over the term of a contract or corrective measures for poor workmanship may arise in the course of the projects which may result in additional unanticipated costs over and above the contract value. In addition, incorrect estimations of costs may also be made at the tender submission stage or there may be delays or errors that occurred in the course of the projects. These circumstances may, in instances where no adjustments to the contract value are permitted following the formation of contracts, lead to cost overruns which will erode or reduce our profit margin or may result in losses. Accordingly, our profitability and financial performance may be materially and adversely affected.

We are subject to intense competition and may not be able to maintain our competitiveness in the construction industry

We operate in a highly competitive industry. We face intense competition from existing construction companies as well as new entrants to the construction industry. With the implementation of the PQM in September 2005, not only do we have to compete with our competitors in our bid price, we also have to compete with them in our quality (non-price) attributes which can comprise: (i) our performance in past or ongoing projects in areas such as timeliness, safety and quality; (ii) our relevant track records or specific competencies that enhance our suitability for the job; (iii) project specific proposals, including work methods and resources assigned to the project; and (iv) other attributes, if any. There is no assurance that we will be able to compete efficiently and effectively against existing construction companies and new entrants to the construction industry and that we will be able to adapt quickly to changing market conditions and trends. In the event that our competitors have a higher combined price-quality score than us and/or are able to respond to changes in market conditions more swiftly or effectively than us, our business, results of operations and financial position may be materially and adversely affected.

Our business is dependent on the services rendered by our subcontractors

We engage subcontractors to provide various services for our construction projects, including piling and foundation works, structural works, architectural works, engineering, landscaping, installation of air-conditioning units and elevators, M&E engineering installation, utilities installation, interior decoration and other specialist works. Subcontracting costs accounted for approximately 82.51%, 82.21% and 76.74% of our total cost of works in FY2010, FY2011 and FY2012 respectively. Please refer to the section entitled “General Information On Our Group — Our Major Subcontractors and Suppliers” of this Offer Document for further details of our subcontractors.

28 RISK FACTORS

Our subcontractors may either be selected by us or nominated by our customers. In respect of the former, we select our subcontractors based on, among others, our past working experiences with them, their competitiveness in terms of their pricing and their past performances. We cannot be assured that the services rendered by our subcontractors will be satisfactory to us or that they will meet our requirements for quality at all times. In the event of any loss or damage which arises from the default of our subcontractors, we, being the main contractor, will nevertheless be liable to our customers to whom we owe contractual liability for our subcontractors’ default. In addition, our subcontractors may experience financial or other difficulties that may affect their ability to carry out the work for which they were engaged, 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 circumstances could have a material and adverse effect on our business operations, financial performance and financial position.

We are liable for delays in the completion of projects and any liquidated damages arising from such delays could materially and adversely affect our financial performance and financial position

The construction contracts that we enter into with our customers typically include a provision for the payment by us of pre-determined liquidated damages to our customers in the event the project is completed after the stipulated date of completion stated in the construction contract arising from any delay caused by us. Delays in the completion of a project could occur from time to time due to factors such as adverse weather conditions, shortages of labour, equipment and construction materials, the occurrence of natural disasters, labour disputes, disputes with suppliers and subcontractors, industrial accidents, work stoppages arising from accidents or mishaps at the worksite or delays in the delivery of building materials by suppliers. In the event of any delay in the completion of a 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 or reduce our profit margin. Under any of these circumstances, our financial performance and financial position may be materially and adversely affected. Although we have not been made liable to pay any liquidated damages for the period under review and for the period from 1 July 2012 up to the Latest Practicable Date, there is no assurance that there will not be any delays in our existing and future projects resulting in the payment of liquidated damages that may have a material and adverse impact on our financial performance and financial position.

We are dependent on our suppliers and are subject to price fluctuations and disruptions of the supply and usage of construction and building materials and construction equipment and machinery

We are dependent on our suppliers for the supply of construction and building materials required for the conduct of our business. Construction and building materials costs accounted for approximately 8.70%, 9.28% and 10.73% of our total costs of sales in FY2010, FY2011 and FY2012 respectively. Construction and building materials for the conduct of our business include, among others, sand, steel, copper, timber, cement, bricks, tiles, aluminum, pre-cast components and concrete. The prices of these construction and building materials may fluctuate due to changes in the supply conditions as well as disruptions to their supply and usage. Currently, we do not have a long-term supply contract with any of our suppliers and we maintain a minimal level of inventory of construction and building materials. Any sudden or adverse changes in the prices of the construction and building materials or supply conditions of the construction and building materials or disruptions to their supply and usage for any reason may materially and adversely affect our business and operations or result in us having to pay a higher cost for these construction and building materials. For example, the Indonesia government’s ban on sand exports to Singapore in 2007 led to a shortage of sand supply, resulting in an increase in our cost of construction and building materials. More recently, the floods experienced in later 2010 and the early part of 2011 have also resulted in an increase in our cost of construction and building materials.

29 RISK FACTORS

Furthermore, a construction project generally spans between nine months and three years. As a result, our costs may exceed our initial projections and this may result in a reduction in our estimated profit margins or us incurring a loss. In the event of any significant increase in the costs of the construction and building materials and that we are unable to pass on such increase in the costs of the construction and building materials to our customers or find a cheaper source of supply of the construction and building materials, our results of operations and financial performance will be materially and adversely affected.

While we try to minimise disruptions to our supply of construction and building materials by procuring from a range of suppliers, we cannot guarantee that we will always be able to find a supplier that can supply the construction and building materials of a quality, quantity, price and/or delivery time acceptable to us, taking into account the project schedule. In addition, in the event that our suppliers terminate the supply of their construction materials and services, we may not be able to seek alternative sources in a timely manner and/or at reasonable prices. In such an event, our ability to complete a project in time may be affected, which may have an adverse effect on our business and financial performance.

In addition, our projects require heavy use of construction equipment and machinery. Where our own equipment is not sufficient to handle our existing and/or new projects and/or new equipment is required for our projects, we may acquire or lease additional equipment from our suppliers. In the event that we are unable to continue to acquire or lease construction equipment and machinery at prices or rental rates that are within our projected budget in the future, our financial performance may be adversely affected.

We are dependent on key personnel as well as skilled personnel for our continued success, development and growth

Our Group’s success to date is attributable to the contributions and expertise of our CEO, Phua Lam Soon and our Executive Directors, Ong Siew Eng and Ng Kok Seng. Our continued success and growth is dependent to a large extent on our ability to retain the services of our CEO and our Executive Directors. Phua Lam Soon, who is also a founder of our Group, has more than 27 years of experience in the building construction industry and he has been instrumental in formulating our business strategies and spearheading the growth of our business operations. Our Executive Directors, Ong Siew Eng and Ng Kok Seng, have more than 25 and 18 years of experience in the building construction industry respectively. Please refer to the section entitled “Directors, Management and Staff — Directors” of this Offer Document for further details. Any loss of services of any of our existing key management personnel without suitable and timely replacement, or the inability to attract and retain new key management personnel with suitable experience and qualifications, would have an adverse effect on our business operations, financial performance and financial position. We do not have key man insurance on any of our key management personnel. Our financial performance could also be materially and adversely affected if we need to increase employee compensation levels substantially to attract and retain our existing key management personnel as well as any additional personnel that we may require in the future.

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.

We are dependent on foreign workers and may be adversely affected by any shortage in the supply of foreign workers, increase in levy for foreign workers, restriction on the number of foreign workers that we can employ or other changes in labour policies

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 subcontractors have to rely heavily on foreign labour for all our construction projects. Most of our

30 RISK FACTORS construction workers are foreign workers who come mainly from Bangladesh, India, Thailand, The People’s Republic of China and Malaysia and are subject to foreign workers’ levy. Accordingly, our business operations, financial performance and financial position are vulnerable to any shortage in the supply of foreign workers and any increase in the cost of foreign labour.

In addition, 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 subcontractors 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 subcontractors 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 position 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. The Singapore government introduced several measures since 2010 to reduce the demand for foreign workers. It announced a schedule of increases in foreign workers’ levy in Budget 2010, which it extended in last year’s Budget. It is halfway through this process of levy increases, which will be fully phased in for every sector by July 2013. Depending on the growth of the foreign workers in the next year, the Singapore government may also consider further increasing the foreign worker levy beyond July 2013. If we are unable to reduce our reliance on foreign workers, our financial performance 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, the Singapore government announced in Budget 2010 that with effect from 1 July 2010, there would be a progressive reduction in the man-year entitlement (“MYE”) in three phases for the construction sector, leading to a cumulative 25.00% reduction in MYE allocation by July 2012. More recently, the Singapore government announced in Budget 2012 that the MYE quota for new projects in the construction sector would be further reduced by 5.00% in July 2012. MYE reflects the total quota of foreign workers allocated to a main contractor for a specific construction project based on the value of the construction project. 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.

We require various licences and permits to operate our business

We are required to obtain various licences and permits to operate our business. Please refer to the section entitled “General Information On Our Group — Government Regulations” of this Offer Document for further details. The licences and permits are generally subject to conditions stipulated in the licences and permits and/or relevant laws or regulations under which such licences and permits are issued. Failure to comply with such conditions could result in the revocation or non-renewal of the relevant licences or permits. For example, in the event that we contravene conditions of the work permits issued to our foreign employees on repeated occasions, such contravention could result in a ban by the MOM on all our applications and renewals of work permits for foreign workers. As such, we have to constantly monitor and ensure our compliance with such conditions. Should there be any failure to comply with such conditions resulting in the revocation or non-renewal of any of the licences and permits, our business operations and financial performance will be adversely affected.

31 RISK FACTORS

In addition, certain projects may require us to obtain new licences or permits. In the event that such licences or permits are not obtained, we will not be able to undertake the relevant projects, and our business operations and financial performance will 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 construction projects that we undertake. These parties include subcontractors, suppliers and other partners. These disputes may lead to legal and other proceedings and may result in substantial costs and diversion of our time and management’s resources and attention. In addition, we are subject to reviews by the authorities and other regulatory bodies. Any administrative proceedings and unfavourable decrees issued by these authorities and other regulatory bodies may result in financial losses or a delay in the construction or completion of our projects which will have a material and adverse effect on our financial performance and financial position.

For the period under review and for the period from 1 July 2012 up to the Latest Practicable Date, we have not been involved in any legal and other proceedings arising from our operations.

We may be adversely affected by changes in government legislation, regulations or policies which affect the construction industry in Singapore

As we derive all our revenue from the 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. 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 position.

We may be affected by accidents and/or violation of regulatory requirements at our construction sites

Due to the nature of our business, accidents or mishaps may occur at the construction sites for our projects even though certain safety measures are already in place. 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 to our customers. In such an event, our business operations, financial performance and financial position 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 position. 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 position. For the period under review and for the period from 1 July 2012 up to the Latest Practicable Date, we have not experienced any fatal accidents at our worksites.

In addition, under the demerit points scheme introduced by the MOM to encourage construction contracts with poor workplace safety and health records to improve on their performance, all main and subcontractors in the construction sector will be issued with demerit points for breaches under

32 RISK FACTORS the WSHA (as defined herein) and relevant subsidiary legislation. The number of demerit points awarded depends on the severity of the infringement. A contractor that has received more than 18 demerit points within a 12-month period will receive a formal warning letter from MOM. For example, if a worksite of a main contractor accumulates more than 18 demerit points, the worksite will have limited access to work permit holders for six months. If a contractor continues to commit workplace safety and health offences, applications from our company for new and renewal of all types of work passes for all foreign employees will be rejected by MOM. 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 period under review and for the period from 1 July 2012 up to the Latest Practicable Date, we have been issued with a total of five demerit points. Logistics Construction was issued with five demerit points in January 2012, and none of the worksites of Logistics Construction and/or Apex Projects has been issued with further demerit points. The five demerit points issued to Logistics Construction in January 2012 will be lifted on 19 January 2013. Please refer to the section entitled “General Information On Our Group — Government Regulations” of this Offer Document for further details.

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 period under review and for the period from 1 July 2012 up to the Latest Practicable Date, we have been issued with a partial stop work order in January 2012 for the Simei worksite in relation to the lack of or inadequacy of safety measures put in place for work at heights undertaken by our subcontractors resulting in the toppling of a crane. Logistics Construction was fined S$1,000 for an offence under the WSHOCR (as defined herein) with regard to the incident at the Simei worksite. Upon rectification, such stop-work order was lifted in February 2012. Please refer to the section entitled “General Information On Our Group — Government Regulations” of this Offer Document for further details. As at the Latest Practicable Date, there is no subsisting stop work order. In the event that we are issued with 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 position.

Inability of our suppliers and/or subcontractors to perform their obligations under post-completion warranty will adversely affect our financial position

Our suppliers and/or subcontractors provide us and we in turn provide our customers post- completion warranty of up to ten years for certain of the works for our construction projects such as anti-termite treatment, waterproofing works and external painting works. The post-completion 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 and/or our subcontractors that are covered under the post-completion warranty would not be chargeable to our customers. In the event our suppliers and/or subcontractors are not able to perform their obligations under the post- completion warranty, we will be liable for the claims pursuant to the post-completion warranty. This will have an adverse effect on our business operations, financial performance and financial position.

Our insurance coverage may not be adequate

We may face the risk of loss or damage to our construction projects, properties, machinery and construction and building materials due to fire, theft and natural disasters such as earthquakes and floods. Such events may cause a disruption or cessation in our operations, thus materially and adversely affecting our business operations, financial performance and financial position. We maintain public risks insurance, work injury compensation risks insurance, contractors’ all risks

33 RISK FACTORS insurance, performance bond/guarantee risks insurance as well as insurance policies which cover our office premises and carpentry workshop for loses due to fire. We also maintain group personal accident and hospitalisation and surgical insurance for our employees. However, no insurance can compensate for all potential losses and there can be no assurance that our insurance coverage will be adequate or that our insurers will pay a particular claim. There are also certain types of risks that are not covered by our insurance policies because they are either uninsurable or not economically insurable including acts of war and acts of terrorism. In addition, we are not insured against loss of key personnel or business interruption. Please refer to the section entitled “General Information On Our Group — Insurance” of this Offer Document for further details on the insurance policies maintained by us. In the event that such circumstances were to occur, we may be liable for the shortfall in the amounts claimed and our financial performance and financial position may be materially and adversely affected.

Our business may be adversely affected by the recent developments in the global markets

Since the global economic downturn in the late 2008, there have been negative developments in the global financial markets including the downgrading by major international credit rating agencies of sovereign debts issued by some of the European Union member countries and the difficult conditions in the global credit and capital markets. These challenging market conditions have given rise to reduced liquidity, greater volatility, widening of credit spreads, lack of price transparency in credit markets, a reduction in available financing, government intervention and lack of market confidence. These factors, combined with declining business and consumer confidence and increased unemployment in the United States of America and elsewhere in the world, have resulted in a global economic slowdown.

It is difficult to predict how long these developments will last. Further, there can be no assurance that measures implemented by governments around the world to stabilise the credit and capital markets will improve market confidence and the overall credit environment and economy. A global economic downturn could adversely affect our ability to obtain short-term and long-term financing. It could also result in an increase in the cost of our bank borrowings and a reduction in the amount of banking facilities currently available to us and our suppliers and subcontractors. The inability of our Group, suppliers and our subcontractors to access capital efficiently on time, or at all, as a result of possible economic difficulties may have an adverse effect on our ability to complete existing projects and/or secure new projects.

In the event that the global economic conditions do not improve or any recovery is halted or reversed, our business operations and future financial performance may be adversely affected.

We may be affected by terrorist attacks, natural disasters and other events beyond our control or an outbreak of severe acute respiratory syndrome (“SARS”) and any other communicable diseases

Any fresh occurrence of terrorist attacks such as those which occurred in the United States of America, India and Indonesia, natural disasters and other events beyond our control may lead to uncertainty in the economic outlook leading to an economic downturn. This will in turn have a material and adverse impact on the construction industry and our business operations, financial performance and financial position.

Furthermore, an outbreak of SARS or any other communicable diseases in the future may potentially affect our operations as well as the operations of our suppliers and subcontractors. In the event that any of the employees in any of our offices or worksites or those of our customers, suppliers and subcontractors is affected with SARS or other communicable diseases, we or our

34 RISK FACTORS customers, suppliers and subcontractors may be required to temporarily shut down our/their offices or worksites to prevent the spread of the diseases. This would result in delays in the completion of our projects which in turn will have a negative impact on our business operations, financial performance and financial position.

RISKSRELATINGTOOWNERSHIPOFOURSHARES

Investment in shares quoted on the Catalist involves a higher degree of risk and can be less liquid than shares quoted on the Main Board of the SGX-ST

An application has been made for our Shares to be listed for quotation on the Catalist, a listing platform designed primarily for fast-growing and emerging or smaller companies to which a higher investment risk tends to be attached as compared to larger or more established companies listed on the Main Board of the SGX-ST. An investment in shares quoted on the Catalist may carry a higher risk than an investment in shares quoted on the Main Board of the SGX-ST. Catalist was newly formed in December 2007 and the future success and liquidity in the market of our Shares cannot be guaranteed.

Control by our Controlling Shareholders may limit your ability to influence the outcome of decisions requiring the approval of Shareholders

Upon completion of the Placement, our Controlling Shareholders, namely Yi Investment Pte. Ltd., Phua Lam Soon and Ong Siew Eng, will own an aggregate of approximately 69.30% of our post-Placement share capital. Therefore, they will be able to exercise significant influence over all matters requiring Shareholders’ approval, including the election of directors and the approval of significant corporate transactions. Such concentration of ownership also may have the effect of delaying, preventing or deterring a change in control of our Group even if such change may be beneficial to our minority Shareholders.

Investors in our Shares will face immediate dilution in our NTA per Share and may experience future dilution

Our Issue Price of S$0.23 per Placement Share is higher than our Pro Forma NTA (as defined in the section entitled “Placement Statistics” of this Offer Document) per Share of S$0.09 based on the post-Placement issued share capital adjusted for the estimated net proceeds from the issue of Placement Shares. If we were liquidated at the NTA immediately following the Placement, each Shareholder subscribing to the Placement would receive less than the price they paid for their Shares. Details of the immediate dilution of our Shares incurred by new investors are described under the section entitled “Dilution” of this Offer Document.

Future sales or issuance of our Shares could materially and adversely affect our Share price

Any future sale or issuance or availability of a large number of our Shares in the public market or perception thereof may have a downward pressure on our Share price. These factors also affect our ability to sell additional equity securities in the future, at a time and price we deem appropriate. Save as disclosed under the section entitled “Shareholders — Moratorium” of this Offer Document, there will be no restriction on the ability of our Shareholders to sell their Shares either on the SGX-ST or otherwise.

In addition, our Share price may be under downward pressure if certain of our Shareholders sell their Shares upon the expiry of their moratorium periods.

35 RISK FACTORS

There has been no prior market for our Shares and the Placement may not result in an active or liquid market and there is a possibility that our Share price may be volatile

Prior to the Placement, there has been no public market for our Shares. Although we have made an application to the SGX-ST to list our Shares on the Catalist, there is no assurance that an active trading market for our Shares will develop, or if it develops, be sustained. There is also no assurance that the market price for our Shares will not decline below the Issue Price. The market price of our Shares could be subject to significant fluctuations due to various external factors and events including the liquidity of our Shares in the market, differences between our actual financial or operating results and those expected by investors and analysts, the general market conditions and broad market fluctuations.

Our Share price may be volatile in future which could result in substantial losses for investors purchasing Shares pursuant to the Placement

The trading price of our Shares may fluctuate significantly and rapidly after the Placement as a result of, among others, the following factors, some of which are beyond our control:

• variations of our operating results;

• changes in securities analysts’ estimates of our financial performance;

• additions or departures of our key management personnel;

• material changes or uncertainty in the political, economic and regulatory environment in the markets that we operate;

• fluctuations of stock markets prices and volume;

• announcements by us of significant acquisitions, strategic alliances or joint ventures;

• successes or failures of our efforts in implementing business and growth strategies;

• involvement in litigations; and

• general economic and stock market conditions.

The actual performance of our Company may differ materially from the forward-looking statements in this Offer Document

This Offer Document contains forward-looking statements, which are based on a number of assumptions which are subject to significant uncertainties and contingencies, many of which are beyond our control. Furthermore, our revenue and financial performance are dependent on a number of external factors, including demand for our services which may decrease for various reasons, such as increased competition within the industry or changes in applicable laws and regulations. We cannot assure you that these assumptions will be realised and our actual performance will be as projected.

Negative publicity which includes those relating to any of our Directors or Executive Officers or Controlling Shareholders may materially and adversely affect our Share price

Negative publicity or announcement relating to any of our Directors or Executive Officers or Controlling Shareholders may materially and adversely affect the market perception or the performance of our Shares, whether or not it is justifiable. Examples of these include unsuccessful attempts in joint ventures, acquisitions or takeovers, or involvement in insolvency proceedings.

36 RISK FACTORS

We may not be able to pay dividends in the future

Although we currently do not have a formal dividend policy, we intend to distribute not less than 20.00% of our profit attributable to Shareholders for FY2013, as we wish to reward our Shareholders for participating in our Group’s growth. The declaration and payment of future dividends will depend on our future financial performance and distributable reserves of our Company, which, in turn, depends on us successfully implementing our strategies and on financial, competitive, regulatory, technical and other factors, general economic conditions, demand for and selling prices of our products and services and other factors specific to our industry or specific projects, many of which are beyond our control. There is no assurance that dividend distributions will be made by our Company in future. In the event that our Company enters into any loan agreements in the future, covenants therein may also limit when and how much dividends it can declare and pay.

37 PLACEMENT STATISTICS

Issue Price 23.00 cents

NTA

Pro forma NTA per Share based on the unaudited pro forma balance sheet of our Group as at 30 June 2012 (“Pro Forma NTA”):

(a) before adjusting for the estimated net proceeds from the Placement and 6.49cents based on our Company’s pre-Placement share capital of 136,000,000 Shares

(b) after adjusting for the estimated net proceeds from the Placement and 8.69 cents based on our Company’s post-Placement share capital of 170,000,000 Shares

Premium of Issue Price over the Pro Forma NTA per Share as at 30 June 2012:

(a) before adjusting for the estimated net proceeds from the Placement and 254.39% based on our Company’s pre-Placement share capital of 136,000,000 Shares

(b) after adjusting for the estimated net proceeds from the Placement and 164.67% based on our Company’s post-Placement share capital of 170,000,000 Shares

Earnings

Historical EPS based on the audited combined financial results of our Group 3.76 cents for FY2012 and our Company’s pre-Placement share capital of 136,000,000 Shares

Historical EPS based on the audited combined financial results of our Group 3.22 cents for FY2012 and our Company’s pre-Placement share capital of 136,000,000 Shares assuming that the Service Agreements had been in effect since the beginning of FY2012

Price earnings ratio

Historical PER based on the Issue Price and the historical EPS for FY2012 6.12 times

Historical PER based on the Issue Price and the historical EPS for FY2012 7.14 times assuming the Service Agreements had been in effect since the beginning of FY2012

38 PLACEMENT STATISTICS

Net operating cash flow1

Historical net operating cash flow per Share for FY2012 based on our 3.09 cents Company’s pre-Placement share capital of 136,000,000 Shares

Historical net operating cash flow per Share for FY2012 based on our 2.54 cents Company’s pre-Placement share capital of 136,000,000 Shares assuming the Service Agreements had been in effect since the beginning of FY2012

Price to net operating cash flow ratio

Issue Price to historical net operating cash flow per Share forFY2012 7.44times

Issue Price to historical net operating cash flow per Share for FY2012 9.06 times assuming that the Service Agreements had been in effect since beginning of FY2012

Market capitalisation

Our market capitalisation based on the Issue Price and our Company’s S$39.10 post-Placement share capital of 170,000,000 Shares million

Note:

1 Net operating cash flow refers to net cash flows from operating activities.

39 USEOFPROCEEDSANDLISTINGEXPENSES

The estimated net proceeds to be raised by our Company from the New Shares (after deducting our Company’s share of the estimated expenses incurred in connection with the Placement) is approximately S$5.96 million whilst the net proceeds attributable to the Vendors from the sale of the Vendor Shares (after deducting the Vendor’s share of the estimated expenses incurred in connection with the Placement) is approximately S$2.26 million. We will not receive any of the proceeds from the Vendor Shares sold by the Vendors in the Placement. Each principal intended use of proceeds from the Placement and major expenses is set out below:

Estimated amount allocated for each dollar of the proceeds raised from the issue of Amount in the New Shares Aggregate (as a % of gross Use of proceeds from the Placement (S$’000) proceeds)

To expand the operations of our Group by: (i) acquiring heavy duty and large capacity as well as automated and advanced construction equipment and machinery; and (ii) constructing a dormitory to house our foreign workers 2,000 27.28 To explore joint ventures and strategic alliances in related business 2,000 27.28 Generalworkingcapitalrequirements 1,958 26.71

Net proceeds 5,958 81.27 Expenses1 Listing fees 34 0.46 Professional fees2 782 10.67 Placement commission3 257 3.51 Miscellaneous expenses 300 4.09

Gross proceeds 7,331 100.00

Notes: 1 The estimated expenses to be borne by our Company amounted to approximately S$1.37 million, out of which approximately S$0.88 million will be capitalised against the share capital of our Company and the balance of the estimated expenses will be charged to the profit and loss account of our Company. 2 This excludes professional fees paid by our Company to PPCF by the issue and allotment of 2,125,000 PPCF Shares to PPCF. 3 An aggregate placement commission of 3.50% of the Issue Price is payable for each Placement Share.

Please refer to the section entitled “General Information on Our Group — Business Strategies and Future Plans” of this Offer Document for further details on our plans for expansion of our business operations in Singapore. In particular, our future plans may be funded, apart from the proceeds from the Placement, either through internally generated funds and/or external borrowings.

There is no minimum amount which, in the reasonable opinion of our Directors, must be raised by the Placement. 40 USEOFPROCEEDSANDLISTINGEXPENSES

Pending the deployment of the net proceeds from the Placement, the funds will be placed in short-term deposits with banks and financial institutions or invested in money market instruments as our Directors may deem fit in their absolute discretion. As and when the funds are deployed, our Company will make the necessary announcement to our Shareholders through SGXNET to be posted on the internet at the SGX-ST website http://www.sgx.com.

The discussion above represents our Company’s reasonable estimate of its allocation of the net proceeds of the Placement based upon its current plans for our Group and reasonable estimates regarding its anticipated expenditures. Actual expenditures may vary from these estimates and our Company may find it necessary or advisable to reallocate the net proceeds within the categories described above or to use portions of the net proceeds for other purposes. In the event that our Company decides to reallocate the net proceeds of the Placement for other purposes, our Company will publicly announce its intention to do so through a SGXNET announcement to be posted on the internet at the SGX-ST website http://www.sgx.com.

41 DIVIDENDPOLICY

Our Company has not distributed any dividends since its incorporation on 5 October 2012. Save for our subsidiary, Logistics Construction, which declared and paid dividends in respect of FY2011 and FY2012, none of our subsidiaries has declared or paid dividends for the period under review and for the period from 1 July 2012 to the Latest Practicable Date.

Logistics Construction declared and paid dividends to its then shareholders as set out in the table below:

For the period from 1 July 2012 to the Latest Practicable FY2010 FY2011 FY2012 Date

Dividend (S$’000)

—Firstinterim — 900 4,000 —

—Secondinterim — 1,500 — —

Dividend per share (S$)

—Firstinterim — 0.301 0.622 —

—Secondinterim — 0.501 ——

Notes:

1 Dividend per share (S$) is calculated based on Logistics Construction’s share capital of 3,000,000 shares in FY2011.

2 Dividend per share (S$) is calculated based on Logistics Construction’s share capital of 6,500,000 shares in FY2012.

Although we currently do not have a formal dividend policy, we intend to recommend and distribute not less than 20.00% of our profit attributable to Shareholders for FY2013 as we wish to reward our Shareholders for participating in our Group’s growth.

The form, frequency and amount of declaration and payment of future dividends on our Shares that our Directors may recommend or declare in respect of any particular FY or period will be subject to the factors outlined below as well as other factors deemed relevant by our Directors:

(a) the level of our cash and retained earnings;

(b) our actual and projected financial performance;

(d) our working capital requirements and general financing condition; and

(e) restrictions on payment of dividends imposed on us by our financing arrangements (if any).

42 DIVIDENDPOLICY

We may declare dividends by way of an ordinary resolution of our Shareholders at a general meeting, but may not pay dividends in excess of the amount recommended by our Board of Directors. The declaration and payment of dividends will be determined at the sole discretion of our Directors, subject to the approval of our Shareholders. Our Directors may also declare an interim dividend without the approval of our Shareholders. Future dividends will be paid by us as and when approved by our Shareholders and Directors. There can be no assurance that dividends will be paid in the future or as to the timing of any dividends that are to be paid in the future.

The amount of dividends declared and paid by us in the past should not be taken as an indication of the dividends payable in the future. Investors should not make any inference from the foregoing statements as to our actual future profitability or our ability to pay any future dividends.

For information relating to taxes payable on dividends, please refer to the section entitled “Taxation” as set out in Appendix E of this Offer Document.

43 SHARE CAPITAL

Our Company was incorporated in Singapore on 5 October 2012 under the Companies Act as a private company limited by shares.

As at the date of incorporation, our issued and paid-up share capital was S$1 comprising one Share held by Yi Investment Pte. Ltd..

Pursuant to the completion of the Restructuring Exercise, the issued and paid-up share capital of our Company was increased to S$8.82 million comprising 136,000,000 Shares.

At an extraordinary general meeting held on 6 December 2012, our Shareholders approved, inter alia, the following:

(a) the Restructuring Exercise;

(b) the ServiceAgreements for our CEO, Phua Lam Soon and our Executive Directors, Ong Siew Eng and Ng Kok Seng; and

(c) the authorisation of our Directors, pursuant to Section 161 of the Companies Act, to (i) allot and issue Shares in our Company; and (ii) issue convertible securities and any Shares in our Company pursuant to the convertible securities, whether by way of rights, bonus or otherwise, at any time and upon such terms and conditions, whether for cash or otherwise and for such purposes and to such persons as our Directors shall in their absolute discretion deem fit, provided that the aggregate number of Shares to be issued pursuant to such authority shall not exceed 100.00% of the issued share capital of our Company immediately after the Placement excluding treasury shares and that the aggregate number of Shares to be issued other than on a pro-rata basis to the then existing Shareholders of our Company shall not exceed 50.00% of the issued share capital of our Company immediately after the Placement excluding treasury shares. Unless revoked or varied by our Company in general meeting, such authority shall continue in full force until the conclusion of the next annual general meeting of our Company or the date by which the next annual general meeting is required by law or by our Articles of Association to be held, whichever is earlier, except that our Directors shall be authorised to allot and issue new Shares pursuant to the convertible securities notwithstanding that such authority has ceased.

For the purposes of this resolution and pursuant to Rules 806(3) and 806(4) of the Catalist Rules, “issued share capital of our Company immediately after the Placement excluding treasury shares” shall mean the enlarged issued and paid-up share capital of our Company after the Placement excluding treasury shares after adjusting for (i) new Shares arising from the conversion or exercise of any convertible securities; (ii) new Shares arising from exercising share options or vesting of share awards outstanding or subsisting at the time such authority is given, provided that the options or awards were granted in compliance with the Catalist Rules; and (iii) any subsequent consolidation or subdivision of shares.

At an extraordinary general meeting held on 24 December 2012, our Shareholders approved, inter alia, the following:

(a) the subdivision of each Share into 20 Shares;

(b) the conversion of our Company into a public limited company and the change of our name to Logistics Holdings Limited;

(c) the listing and quotation of all the issued Shares (including the Vendor Shares), the New Shares to be allotted and issued as part of the Placement and the PPCF Shares on the Catalist to be approved;

44 SHARE CAPITAL

(d) the adoption of a new set of Articles of Association;

(e) the allotment and issue of 31,875,000 New Shares which are the subject of the Placement, on the basis that the New Shares, when allotted, issued and fully-paid, will rank pari passu in all respects with the existing issued and fully paid-up Shares;

(f) the appointments of Pao Kiew Tee (as our Non-executive Chairman and Independent Director) and Timothy Chen (as our Independent Directors) and Foo Shiang Ping (as our Non-executive Director) to our Board of Directors and the payment of fees aggregating S$129,600 for their appointments; and

(g) the allotment and issue of 2,125,000 PPCF Shares to PPCF in satisfaction of their professional fees as Manager and Sponsor.

As at the Latest Practicable Date, there is only one class of shares in the capital of our Company, being the Shares. A summary of the Articles of Association of our Company relating to, among others, the voting rights of our Shareholders is set out in the section entitled “Summary of Selected Articles of Association of our Company” as set out in Appendix D of this Offer Document. There are no founder, management, deferred or unissued Shares reserved for issuance for any purpose.

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

As at the date of lodgement of this Offer Document, the issued and paid-up share capital of our Company is approximately S$8.82 million comprising 136,000,000 Shares. Upon the allotment and issue of the New Shares which are the subject of the Placement, the resultant issued and paid-up share capital of our Company will be increased to S$15.28 million divided into 170,000,000 Shares.

Details of changes in our issued and paid-up capital since our incorporation and our issued and paid-up share capital immediately after the Placement are as follows: Issued and Number of Paid-up Capital Shares (S$)

Issued and fully paid Shares as at our incorporation1 1 1 Issue of new Shares pursuant to the Restructuring Exercise2 6,799,999 8,821,999

Issued and fully paid Shares immediately after the Restructuring Exercise 6,800,000 8,822,000 Subdivision of Shares 136,000,000 8,822,000

Pre-Placement issued and paid-up share capital 136,000,000 8,822,000 IssueofNewSharesandPPCFShares 34,000,000 6,456,2503

Post-Placement issued and paid-up share capital 170,000,000 15,278,250

45 SHARE CAPITAL

Notes:

1 Save as disclosed in this section and in the section entitled “Restructuring Exercise” of this Offer Document, there are no changes in the issued and paid-up share capital of our Company within the last three years preceding the Latest Practicable Date. 2 Please refer to the section entitled “Restructuring Exercise” of this Offer Document for further details.

3 This takes into account the capitalisation of the estimated expenses of approximately S$0.88 million incurred in connection with the Placement.

The Shareholders’ fund of our Company as at the date of incorporation, after adjustments to reflect the Restructuring Exercise and assuming the allotment and issue of the New Shares and PPCF Shares pursuant to the Placement are set out below:

After Assuming the adjustments allotment and to reflect the issue of the As at the date Restructuring New Shares and Shareholders’ funds of incorporation Exercise PPCF Shares

Issuedandpaid-upordinaryshares 1 136,000,000 170,000,000 Shareholders’equity(S$) 1 8,822,000 15,278,2501

Note:

1 This takes into account the capitalisation of estimated listing expenses of approximately S$0.88 million incurred in connection with the Placement.

46 SHAREHOLDERS

OWNERSHIPSTRUCTURE

The Shareholders of our Company and their respective shareholdings immediately before and after the Placement are set out below:

BeforethePlacement AfterthePlacement DirectInterest DeemedInterest DirectInterest DeemedInterest Number of Number of Number of Number of Shares % Shares % Shares % Shares %

Directors PaoKiewTee —— —— —— —— Phua Lam Soon1,2 19,801,600 14.56 108,201,600 79.56 14,701,600 8.65 103,101,600 60.65 Ong Siew Eng1,2 19,801,600 14.56 108,201,600 79.56 14,701,600 8.65 103,101,600 60.65 NgKokSeng 1,360,000 1.00 — — 1,460,000 0.86 — — FooShiangPing — — — — 100,000 0.06 — — TimothyChen — — — — — — — —

Substantial Shareholders (other than Directors) YiInvestmentPte.Ltd. 88,400,000 65.00 — — 88,400,000 52.00 — —

Other Shareholders Lim Chye Kim3 6,636,800 4.88 — — 6,636,800 3.90 — — PPCF4 — — — — 2,125,000 1.25 — — Public — — — — 41,875,00024.63 — —

Total 136,000,000100.00 — — 170,000,000100.00 — —

Notes: 1 Our Executive Director, Ong Siew Eng, is the spouse of our CEO, Phua Lam Soon. Accordingly, Phua Lam Soon and Ong Siew Eng are each deemed to be interested in the other’s respective shareholdings in our Company. 2 Yi Investment Pte. Ltd. is an investment holding company incorporated in the Republic of Singapore. The shareholders of Yi Investment Pte. Ltd. are our CEO, Phua Lam Soon (50.00%) and our Executive Director, Ong Siew Eng (50.00%). Accordingly, Phua Lam Soon and Ong Siew Eng are deemed to be interested in Yi Investment Pte. Ltd.’s shareholding in our Company. 3 Pursuant to a sale and purchase agreement dated 5 November 2012 entered into between Lim Chye Kim, Phua Lam Soon and Ong Siew Eng, Lim Chye Kim agreed to acquire an aggregate of 331,840 Shares. Lim Chye Kim will hold less than 5.00% of our Company’s shareholding after the Placement. Lim Chye Kim is unrelated to our Group. To the best of our Directors’ knowledge and save as disclosed above, Lim Chye Kim is not an Associate of the Directors, the other Shareholders and the Vendors. Please refer to the section entitled “Restructuring Exercise” of this Offer Document for more details. 4 Pursuant to the Management Agreement and as part payment for PPCF’s fees as the Manager and the Sponsor in respect of the Listing, our Company will issue 2,125,000 PPCF Shares to PPCF.

Save as disclosed above, there are no other relationships between the Directors and the Controlling Shareholders and to the best of the knowledge of our Directors, our Company is not directly or indirectly owned or controlled, whether severally or jointly, by any other corporation, any government or other natural or legal person.

The Shares held by our Directors and Controlling Shareholders do not carry different voting rights from the New Shares which are the subject of the Placement. Our Directors are not aware of any arrangement, the operation of which may, at a subsequent date, result in a change in control of our Company.

47 SHAREHOLDERS

SIGNIFICANTCHANGESINPERCENTAGEOFOWNERSHIP

Save as disclosed above and under the section entitled “Restructuring Exercise” of this Offer Document, there were no significant changes in the percentages of ownership of our Directors and Controlling Shareholders in our Company from its incorporation until the Latest Practicable Date.

VENDORS

The shareholding of the Vendors immediately before and after the Placement and the Vendor Shares which they will offer pursuant to the Placement are set out below:

Vendor Shares offered pursuant Before the Placement tothePlacement AfterthePlacement % of pre- % of pre- % of post- % of post- Placement Number of Placement Placement Placement Number of share Vendor share share Number of share Vendors Shares capital Shares capital capital Shares capital

Phua Lam Soon1 19,801,600 14.56 5,100,000 3.75 3.00 14,701,600 8.65 Ong Siew Eng1 19,801,600 14.56 5,100,000 3.75 3.00 14,701,600 8.65

Note:

1 Ong Siew Eng is the spouse of Phua Lam Soon. Phua Lam Soon is our CEO and Ong Siew Eng is our Executive Director.

Save as disclosed above, none of the Vendors is related to each other and/or to our Directors or Controlling Shareholders.

Save as disclosed above, none of our Directors or Controlling Shareholders has any direct or indirect interest in the Vendor Shares.

MORATORIUM

To demonstrate their commitment to our Group:

(a) the Controlling Shareholders of our Company, namely Yi Investment Pte. Ltd., our CEO, Phua Lam Soon and our Executive Director, Ong Siew Eng, who hold 88,400,000, 14,701,600 and 14,701,600 Shares respectively (representing approximately 52.00%, 8.65% and 8.65% of our Company’s post-Placement share capital respectively), have undertaken not to transfer, sell, realise or otherwise dispose of any part of their interests in the share capital of our Company for a period of six months from the date of our Company’s admission to the Catalist and for a period of six months thereafter, not to reduce their interests in our Company to below 50.00% of each of their original shareholdings in our Company;

(b) each of Phua Lam Soon and Ong Siew Eng, being all the shareholders of Yi Investment Pte. Ltd., has undertaken not to transfer, sell, realise or otherwise dispose of any part of their interests in the share capital of Yi Investment Pte. Ltd. for a period of 12 months from the date of our Company’s admission to the Catalist; and

(c) our Executive Director, Ng Kok Seng, who holds 1,360,000 Shares prior to the Placement, has undertaken not to transfer, sell, realise or otherwise dispose of any part of his aforesaid interest in the share capital of our Company for a period of six months from the date of our

48 SHAREHOLDERS

Company’s admission to the Catalist and for a period of six months thereafter, not to reduce his interest in our Company to below 50.00% of each of his original shareholdings in our Company. For the avoidance of doubt, any Placement Shares subscribed for and/or purchased by Ng Kok Seng pursuant to the Placement will not be subject to the foregoing moratorium restriction.

In addition, Lim Chye Kim, who holds 6,636,800 Shares (representing approximately 3.90% of our Company’s post-Placement share capital), has undertaken not to transfer, sell, realise or otherwise dispose of their entire shareholdings in the share capital of our Company for a period of six months from the date of our Company’s admission to the Catalist and for a period of six months thereafter, not to reduce their interests in our Company to below 50.00% of each of their original shareholdings in our Company.

Pursuant to the Management Agreement and as part of PPCF’s fees as the Manager and the Sponsor in respect of the Listing, our Company will issue 2,125,000 PPCF Shares to PPCF.

PPCF has undertaken not to transfer, sell, realise or otherwise dispose of any part of its interests in the share capital of our Company for a period of six months from the date of our Company’s admission to the Catalist and for a period of six months thereafter, not to reduce its interests in our Company to below 50.00% of its original shareholdings in our Company. After completion of the aforesaid moratorium periods, PPCF will be disposing its shareholding interest in our Company at its discretion.

49 DILUTION

Dilution is the amount by which the Issue Price paid by the subscribers and/or purchasers of our Shares in this Placement (“New Investors”) exceeds our NTA per Share after the Placement. Our Pro Forma NTA per Share as at 30 June 2012, after adjusting for the Subdivision of Shares but before adjusting for the estimated net proceeds from the Placement and based on our Company’s pre-Placement shares capital of 136,000,000 Shares was 6.49 cents per Share.

Based on the issue of 31,875,000 New Shares at the Issue Price pursuant to the Placement and after deducting estimated listing expenses, our Pro Forma NTA per Share based on the post-Placement share capital of 170,000,000 Shares would have been 8.69 cents. This represents an immediate increase in the Pro Forma NTA per Share of 2.20 cents to our existing Shareholders and an immediate dilution in the Pro Forma NTA per Share of 14.31 cents or approximately 62.22% to our New Investors.

The following table illustrates such dilution on a per Share basis as at 30 June 2012:

Cents

Pro Forma Issue Price per Share 23.00

Pro Forma NTA per Share attributable to our existing Shareholders based onthepre-Placementsharecapitalof136,000,000Shares 6.49 Increase in Pro Forma NTA per Share attributable to the Placement 2.20 Pro Forma NTA per Share after the Placement 8.69

DilutioninProFormaNTAperSharetoNewInvestors 14.31

Dilution in Pro Forma NTA per Share to New Investors as a percentage of Issue Price 62.22

The following table shows the average effective price per Share paid by our existing Shareholders for Shares acquired by them since the date of incorporation of our Company and by our New Investors pursuant to the Placement: Total Average effective Number of consideration price per Share Existing Shareholders Shares (S$) (cents)

PhuaLamSoon 23,120,000 1,156,000 5.00 OngSiewEng 23,120,000 1,156,000 5.00 YiInvestmentPte.Ltd. 88,400,000 4,420,000 5.00 NgKokSeng 1,360,000 68,000 5.00 Lim Chye Kim1 6,636,800 1,460,096 22.00 Others PPCF2 2,125,000 488,750 23.00 New Public Investors 42,075,000 9,677,250 23.00 Notes: 1 Pursuant to a sale and purchase agreement dated 5 November 2012 entered into between Lim Chye Kim, Phua Lam Soon and Ong Siew Eng, Lim Chye Kim agreed to acquire an aggregate of 331,840 Shares. Following the Subdivision of Shares, Lim Chye Kim will hold 6,636,800 Shares. 2 Pursuant to the Management Agreement and as part payment for PPCF’s fees as the Manager and the Sponsor in respect of the Listing, our Company will issue 2,125,000 PPCF Shares to PPCF.

Save as disclosed above, none of our Directors or Controlling Shareholders of our Company or their respective Associates has acquired any Shares during the period of three years prior to the date of lodgement of this Offer Document.

50 RESTRUCTURINGEXERCISE

We undertook the following Restructuring Exercise to streamline and rationalise our Group structure in connection with the Listing:

(a) Incorporation of our Company

Our Company was incorporated in Singapore on 5 October 2012 under the Companies Act to serve as the ultimate holding company of our Group. On 26 December 2012, our Company was converted into a public limited company and our name was changed to Logistics Holdings Limited.

(b) Share swaps between the original shareholders of our subsidiaries for Shares in our Company

Pursuant to the Restructuring Exercise carried out pursuant to a share swap agreement dated 6 December 2012 between our Company and our CEO, Phua Lam Soon, our Executive Director, Ong Siew Eng (both the then shareholders of Logistics Construction), and our Executive Director, Ng Kok Seng (all the then shareholders of Apex Projects) transferred all their respective shareholding interests in Logistics Construction and Apex Projects to our Company in return for 6,799,999 Shares (“Consideration Shares”) in the capital of our Company based on the aggregate NTA of Logistics Construction and Apex Projects as at 30 June 2012 amounting to approximately S$8.82 million.

Pursuant to the share swap agreement, the Consideration Shares were issued to the following parties in the following proportions:

NumberofShares NameofShareholder 4,419,999 YiInvestmentPte.Ltd. 1,156,000 PhuaLamSoon 1,156,000 OngSiewEng 68,000 NgKokSeng

On 5 November 2012, Phua Lam Soon and Ong Siew Eng entered into a sale and purchase agreement with Lim Chye Kim pursuant to which each of Phua Lam Soon and Ong Siew Eng agreed to dispose of 165,920 Shares and Lim Chye Kim agreed to acquire an aggregate of 331,840 Shares for an aggregate consideration of S$1,460,096 subject to the completion of the share swaps referred to in paragraph (b) above.

(d) Subdivision of Shares

On 28 December 2012, each Share in the issued and paid-up share capital of our Company was subdivided into 20 Shares. Upon completion of the Subdivision, our Company’s issue and paid-up capital comprised 136,000,000 Shares.

51 GROUPSTRUCTURE

Company

100.00% 100.00%

Logistics Construction Apex Projects

The details of each subsidiary of our Company as at the date of this Offer Document are as follows:

Effective Issued and equity Date/Country Principal paid-up interest of place of Principal share held by Subsidiaries incorporation business activities capital our Group

Logistics 25 April 1992 Singapore General S$6,500,000 100.00% Construction Singapore contractors comprising (Building 6,500,000 construction shares including major upgrading works) Apex 7 October Singapore General S$300,000 100.00% Projects 2008 contractors comprising Singapore (Building 300,000 construction shares including major upgrading works) and landscape care and maintenance service activities (e.g. garden installation and maintenance, grasscutting, tree felling and pruning)

None of our subsidiaries is listed on any stock exchange. We do not have any Associated Company.

52 SELECTEDCOMBINEDFINANCIALINFORMATION

The following selected combined financial information should be read in conjunction with the Audited Combined Financial Statements as set out in Appendix A to this Offer Document, the section entitled “Management’s Discussion and Analysis of Results of Operations and Financial Position” of this Offer Document and the related notes elsewhere in this Offer Document.

COMBINED STATEMENTS OF COMPREHENSIVE INCOME1

< Audited > FY2010 FY2011 FY2012 S$’000 S$’000 S$’000

Revenue 36,977 53,649 64,082 Cost of works (32,747) (49,651) (55,884)

Gross profit 4,230 3,998 8,198 Other income 135 240 358 Expenses Distributionandmarketing (131) (184) (125) Administrative (1,715) (2,264) (2,241) Finance (14) (1) (5)

Profit before income tax 2,505 1,789 6,185 Income tax expense (354) (278) (1,048)

Total comprehensive income, representing net profit 2,151 1,511 5,137

Total comprehensive income attributable to: Equity holders 2,137 1,543 5,117 Non-controlling interest 14 (32) 20

2,151 1,511 5,137

Earnings per share (EPS) Basic EPS (cents)2 1.57 1.13 3.76 Adjusted EPS (cents)3 1.26 0.91 3.01

Notes:

1 Our combined statements of comprehensive income for the period under review have been prepared on the basis that our Group had been in existence throughout the period under review.

2 For comparative purposes, basic EPS for the period under review have been computed based on the profit for the year attributable to the equity holders of our Company and our pre-Placement share capital of 136,000,000 Shares.

3 For comparative purposes, adjusted EPS for the period under review have been computed based on the profit for the year attributable to the equity holders of our Company and our post-Placement share capital of 170,000,000 Shares.

53 SELECTEDCOMBINEDFINANCIALINFORMATION

COMBINEDBALANCESHEET1

Audited As at S$’000 30 June 2012 ASSETS Current assets Cash and cash equivalents 14,649 Trade and other receivables 9,970 24,619 Non-current assets Property, plant and equipment 484 Deferred income tax asset 110 594

Total assets 25,213 LIABILITIES Current liabilities Trade and other payables 14,893 Current income tax liabilities 1,387 Finance lease liabilities 61 16,341 Non-current liabilities Finance lease liabilities 50 50

Total liabilities 16,391

Net assets 8,822

EQUITIES Capital and reserves attributable to equity holders Share capital 6,800 Retained profits 2,014 8,814 Non-controlling interest 8 Total equities 8,822

NTA per Share (cents)2 6.49

Notes:

1 Our combined balance sheet as at 30 June 2012 has been prepared on the basis that our Group has been in existence on this date. 2 The NTA per Share is computed based on the NTA of our Group and pre-Placement share capital of 136,000,000 Shares.

54 MANAGEMENT’SDISCUSSIONANDANALYSISOF RESULTS OF OPERATIONS AND FINANCIAL POSITION

The following discussion of our business, financial position and results of operations for Logistics Holdings Limited should be read in conjunction with the “ “Audited Combined Financial Statements” as set out in Appendix A to this Offer Document and the related notes elsewhere in this Offer Document.

OVERVIEW

We are principally engaged in building construction works as well as supply and installation of furniture/interior fitting-out works in Singapore in which we act mainly as a main contractor for primarily the Singapore government and Singapore government-related bodies. Please refer to the section entitled “General Information On Our Group — Our Major Customers” of this Offer Document for further details. As a main contractor, we have undertaken a wide range of building construction works such as excavation, piling, sub-structures and superstructures works, architectural works, aluminum cladding and curtain walling, M&E works, interior fitting-out works, external works and landscaping.

We undertake our building construction works and supply and installation of furniture/interior fitting-out works through both our wholly-owned subsidiaries, namely, Logistics Construction and Apex Projects. We operate a carpentry workshop located at Admiralty Street to cater to the needs and requirements of our customers for carpentry and interior fitting-out works.

Revenue

Our Group’s operations are located in Singapore and our turnover and profit from operations are substantially derived from general building activities within Singapore. Our Group is organised into one business segment, which is the general building activity such as excavation, piling, sub-structures and superstructures works, architectural works, aluminum cladding and curtain walling, M&E works, supply and installation of furniture/interior fitting-out works, external works and landscaping. This is based on our Group’s internal organisation and management structure and the primary way in which the Board of Directors is provided with the financial information.

Whilst revenue is reported into two main revenue streams, as described below, our Group’s results, costs and balance sheet are only analysed as one operating segment.

(a) Construction works: They mainly relate to excavation, piling, sub-structures and superstructures works, architectural works, aluminum cladding and curtain walling and M&E works; and

(b) Building and maintenance works: They mainly relate to supply and installation of furniture/interior fitting-out works, external works and landscaping.

Revenue comprises the fair value of the consideration received or receivable for the sale of goods and rendering services in the ordinary course of our Group’s activities. Sales are presented, net of goods and services tax, rebates and discounts, and after eliminating sales within our Group.

We recognise revenue when the amount of revenue and related cost can be reliably measured, when it is probable that the collectability of the related receivables is reasonably assured and when the specific criteria for each of our Group’s activities are met as follows:

(a) Construction

Revenue from construction contracts are recognised based on the percentage of completion method. When the outcome of a construction contract can be estimated reliably, contract revenue and contract costs are recognised as revenue and expenses respectively by

55 MANAGEMENT’SDISCUSSIONANDANALYSISOF RESULTS OF OPERATIONS AND FINANCIAL POSITION

reference to the stage of completion of the contract activity at the balance sheet date (“percentage-of-completion”). When the outcome of a construction contract cannot be estimated reliably, contract revenue is recognised to the extent of contract costs incurred that are likely to be recoverable. When it is probable that total contract costs will exceed total contract revenue, the expected loss is recognised as an expense immediately.

Contract revenue comprises the initial amount of revenue agreed in the contract and variations in the contract work and claims that can be measured reliably. A variation or a claim is recognised as contract revenue when it is probable that the customer will approve the variation or negotiations have reached an advanced stage such that it is probable that the customer will accept the claim.

The stage of completion is measured by reference to the proportion of contract costs incurred to date to the estimated total costs for the contract. Costs incurred during the FY in connection with future activity on a contract are excluded from the costs incurred to date when determining the stage of completion of a contract. Such costs are shown as construction contract work-in-progress on the balance sheet unless it is not probable that such contract costs are recoverable from the customers, in which case, such costs are recognised as an expense immediately.

At the balance sheet date, the cumulative costs incurred plus recognised profit (less recognised loss) on each contract is compared against the progress billings. Where the cumulative costs incurred plus the recognised profits (less recognised losses) exceed progress billings, the balance is presented as due from customers on construction contracts within “trade and other receivables”. Where progress billings exceed the cumulative costs incurred plus recognised profits (less recognised losses), the balance is presented as due to customers on construction contracts within “trade and other payables”.

Progress billing not yet paid by customers and retention by customer are included within “trade and other receivables”. Advances received are included within “trade and other payables”.

(b) Building and maintenance

Revenue from building and maintenance services are recognised on the performance of services.

Our revenue is mainly dependent on the following factors:

(a) public sector demand for building and upgrading works in Singapore, which is usually awarded by open tender or close invitation by the government and government-related bodies of Singapore;

(b) the size and type of projects secured. As our construction works are undertaken on a project basis and such projects are non-recurring, it is critical that new projects of similar or larger value are secured on a continuous basis;

(c) changes in government legislations, regulations or policies, budgets and expenditures which may directly or indirectly affect the entire construction industry in Singapore;

(d) our ability to compete successfully with other main contractors in the market we operate. We currently operate in Singapore;

56 MANAGEMENT’SDISCUSSIONANDANALYSISOF RESULTS OF OPERATIONS AND FINANCIAL POSITION

(e) our existing capacity and availability of resources. As our resources are limited in the short-time, we are mindful in our project selection because if our management and labour resources are fully utilised and deployed, we will not be able to participate in tenders for other projects, notwithstanding the level of the profit margins;

(f) the timing of project completion. As our revenue is recognised based on the percentage of completion method, the stage of completion of our projects will have an effect on our reported revenue; and

(g) our ability to complete projects on schedule and within customers’ specifications. We are contractually obligated to complete our projects within the stipulated time frame and in accordance to specifications. As such, we are susceptible to the imposition of penalties or liquidated damages if there is any deviation from the above.

Please refer to the section entitled “Risk Factors” of this Offer Document for other factors which may affect our revenue.

The breakdown of our revenue during the period under review is set out below:

Revenue

FY2010 FY2011 FY2012 S$’000 % S$’000 % S$’000 %

Constructionworks 33,695 91.12 44,140 82.28 50,616 78.99 Building and maintenance works 3,282 8.88 9,509 17.72 13,466 21.01

36,977 100.00 53,649 100.00 64,082 100.00

Other income

Other income mainly comprises of equipment handling income, government grant and miscellaneous income as set out in the table below. Other income accounted for approximately 0.37%, 0.45% and 0.56% of our total revenue for FY2010, FY2011 and FY2012 respectively.

FY2010 FY2011 FY2012 S$’000 % S$’000 % S$’000 %

Equipmenthandlingincome 53 39.26 192 80.00 301 84.08 Government grant — Jobs Credit Scheme1 44 32.59 — — — — Miscellaneous income2 38 28.15 48 20.00 57 15.92

135 100.00 240 100.00 358 100.00

Notes: 1 In FY2010, the government grant was in relation to the Singapore Government’s Workfare Income Supplement Scheme. The Workfare Income Supplement Scheme was discontinued by the Singapore Government in FY2010, with the final payment on 30 June 2010. 2 Miscellaneous income for FY2010 comprised of insurance compensation received. In FY2011, miscellaneous income mainly comprised of sponsorships received, ancillary charges to contractors and government grant for Local Enterprise Technical Assistance Scheme from Spring Singapore.

57 MANAGEMENT’SDISCUSSIONANDANALYSISOF RESULTS OF OPERATIONS AND FINANCIAL POSITION

Cost of works

Our cost of works refers to direct costs incurred in the process of carrying out our general buildings activities. It includes subcontracting costs, direct materials costs, labour cost and overhead costs. When it is probable that total contract costs will exceed total contract value, the expected loss is recognised as an expense immediately.

Our project works typically do not allow for any adjustments to the project value to cater for any price escalation in our materials, subcontracting costs, labour and other overhead costs. Any increase in those costs will be borne by us and will have an impact on our eventual profit margins. Additional costs due to additional works from variation orders have to be borne by us until customers agree to the variation orders.

Our cost of works is mainly dependent on the following factors:

(a) subcontracting costs. As the main contractor, we rely on the services of our subcontractors to carry out certain stages of the construction work, such as piling and temporary works, structural works, roofing, aluminum works, M&E services, brick-laying, plastering services, landscaping, installation of air-conditioning and elevators. Subcontracting costs are affected by the market demand and supply of qualified subcontractors as well as the government policies regulating the supply and availability of foreign workers;

(b) direct materials and overheads costs for our projects, which vary with the prices of various construction materials, such as steel, aggregates, cement, sand, pipes, sanitary fittings, window and door fittings, light fittings and other materials. The costs of leasing construction equipment, including excavators, cranes and lifting hoists, may also fluctuate over time due to changing market supply and demand conditions;

(c) direct labour costs. Our direct labour costs mainly comprise of foreign workers’ wages, site staff salaries, bonuses and CPF contributions. Labour costs are generally affected by government policies regulating the supply and availability of foreign workers, the prevailing intensity of construction projects in the market and overall wage inflation in the industry;

(d) government regulations and requirements. Changes in regulations and requirements applicable to the construction industry such as safety regulations, foreign workers levies, MYE quota and workers’ lodging, may result in higher compliance costs; and

(e) our ability to manage projects effectively and avoid cost overruns.

Please refer to the section entitled “Risk Factors” of this Offer Document for other factors which may affect our cost of works.

Our cost of works accounted for approximately 94.63%, 95.30% and 95.93% of our total costs and expenses for FY2010, FY2011 and FY2012 respectively.

Our cost of works accounted for approximately 88.56%, 92.55% and 87.21% of our revenue for FY2010, FY2011 and FY2012 respectively.

58 MANAGEMENT’SDISCUSSIONANDANALYSISOF RESULTS OF OPERATIONS AND FINANCIAL POSITION

The breakdown of our cost of works during the period under review is set out below:

Cost of works FY2010 FY2011 FY2012 S$’000 % S$’000 % S$’000 %

Subcontractingcosts 27,018 82.51 40,820 82.21 42,887 76.75 Directmaterialscosts 2,850 8.70 4,610 9.29 5,999 10.73 Labourcost 1,743 5.32 1,816 3.66 2,740 4.90 Overhead costs1 1,136 3.47 2,405 4.84 4,258 7.62

32,747 100.00 49,651 100.00 55,884 100.00

Note: 1 Overhead costs mainly comprise of depreciation, insurance, utilities charges, rental of machinery and equipment, upkeep of vehicles, site expenses and allowance for foreseeable project losses.

Distribution and marketing expenses

Our distribution and marketing expenses comprise of placement of advertisements and entertainment expenses. Our distribution and marketing expenses amounted to approximately S$131,000, S$184,000 and S$125,000 and represented approximately 0.35%, 0.34% and 0.20% of our total revenue in FY2010, FY2011 and FY2012.

Administrative expenses

Our administrative expenses mainly comprise of staff costs, premises expenses, depreciation, professional fees, telecommunication expenses, transportation expenses, utilities charges and insurance. Administrative expenses accounted for 92.90%, 92.48% and 94.72% of our total operating expenses in FY2010, FY2011 and FY2012 respectively and represented 4.64%, 4.22% and 3.50% of our total revenue FY2010, FY2011 and FY2012 respectively.

FY2010 FY2011 FY2012 S$’000 % S$’000 % S$’000 % Staff costs1 1,147 66.87 1,478 65.29 1,194 53.29 Premises expenses2 121 7.06 163 7.20 351 15.66 Depreciation 57 3.32 11 0.49 7 0.31 Professional fees3 61 3.56 41 1.81 69 3.08 Telecommunication expenses 53 3.09 60 2.65 69 3.08 Transportation expenses4 54 3.15 63 2.78 110 4.91 Printingandstationery 29 1.69 27 1.19 32 1.43 Utilitiescharges 41 2.39 21 0.93 27 1.20 Insurance 14 0.82 17 0.75 17 0.76 Allowance for impairment of tradereceivables — 0.00 128 5.65 — 0.00 IPOexpenses — 0.00 — 0.00 72 3.21 Others5 138 8.05 255 11.26 293 13.07 1,715 100.00 2,264 100.00 2,241 100.00

59 MANAGEMENT’SDISCUSSIONANDANALYSISOF RESULTS OF OPERATIONS AND FINANCIAL POSITION

Notes: 1 Staff costs is in relation to directors’ remuneration, staff payroll, allowances and statutory contributions. 2 Premises expenses is in relation to rental, maintenance charges and property tax for our office and factory. 3 Professional fees mainly comprised of accounting, audit, secretarial, tax agent, ISO-related services and legal fees. 4 Transportation expenses is in relation to expenses incurred for transport-related staff claims and upkeep of motor vehicles. 5 Others comprised of miscellaneous expenses such as travelling-related expenses, donations, bank charges, fines and penalty, medical expenses, tender fees, agent fees, fixed assets expensed off and subscriptions.

Finance costs

Finance costs comprise of interest expenses on bank overdraft, term loan and finance leases which amounted to approximately S$14,000, S$1,000 and S$5,000 in FY2010, FY2011 and FY2012 respectively.

Taxation

Our overall effective tax rate was 14.13%, 15.54% and 16.94% for FY2010, FY2011 and FY2012 respectively. The Singapore statutory corporate tax rate for FY2010, FY2011 and FY2012 remained at 17.00%. Our Group’s effective tax rate for FY2010, FY2011 and FY2012 were lower than the Singapore statutory corporate tax rate mainly due to certain incentives and income which were not subjected to tax.

REVIEWOFPASTPERFORMANCE

FY2010 vs FY2011

Revenue

Our total revenue increased by approximately S$16.67 million or 45.09% from S$36.98 million in FY2010 to S$53.65 million in FY2011.

The increase in revenue was mainly attributable to new projects awarded and the substantial progression of ongoing projects. These included among others, revenue from A&A works to existing buildings for SUTD, the Home Improvement Programme, Lift Upgrading Programme and building works for HDB, and building maintenance, planting and turfing works for MOE. These new and ongoing projects contributed to approximately S$48.91 million or 91.16% of our revenue in FY2011.

Cost of works, gross profit and gross profit margin

Our cost of works increased by approximately S$16.90 million or approximately 51.62% from approximately S$32.75 million in FY2010 to approximately S$49.65 million in FY2011. The increase in cost of works was proportionately higher than our increase in revenue mainly due to the increase in subcontracting costs of approximately S$13.80 million or approximately 51.08% from approximately S$27.02 million in FY2010 to approximately S$40.82 million in FY2011 as a result of the requirement to complete certain projects ahead of schedule, and an increase in overhead costs of approximately S$1.27 million or approximately 111.71% due mainly to higher dumping fees incurred. Consequently, the gross profit margin decreased from 11.44% in FY2010 to 7.45% in FY2011.

Other income

Our other income increased by S$105,000 or 77.78%, from S$135,000 in FY2010 to S$240,000 in FY2011. This was mainly due to an increase in equipment handling income and there was no jobs credit as the scheme was discontinued in FY2010, with the final payment on 30 June 2010.

60 MANAGEMENT’SDISCUSSIONANDANALYSISOF RESULTS OF OPERATIONS AND FINANCIAL POSITION

Distribution and marketing expenses

Distribution and marketing expenses increased by approximately S$53,000 due to the placement of advertisements in trade and other publications and higher entertainment expenses.

Administrative expenses

Administrative expenses increased by approximately S$0.55 million or approximately 32.01% from approximately S$1.72 million in FY2010 to approximately S$2.26 million in FY2011.

The increase was mainly due to (i) increase in staff costs by approximately S$331,000, which was mainly attributable to the increase in directors’ remuneration; (ii) increase in premises expenses by approximately S$42,000; which resulted largely from rental of additional storage space; (iii) the allowance for impairment of trade receivables which amounted to approximately S$128,000; and (iv) increase in miscellaneous expenses by approximately S$117,000; which was mainly due to overseas travel-related expenses. These increases were offset by lower depreciation expenses for motor vehicles and computer equipment of approximately S$46,000 and lower professional fees of approximately S$20,000.

Finance costs

Finance costs decreased by approximately S$13,000 from approximately S$14,000 in FY2010 to S$1,000 in FY2011 as there was no overdraft interest incurred in FY2011.

Net profit

As a result of the above, our net profit decreased by approximately S$0.64 million or 29.75% from approximately S$2.15 million in FY2010 to S$1.51 million in FY2011.

FY2011 vs FY2012

Revenue

Our total revenue increased by approximately S$10.43 million or 19.45% from S$53.65 million in FY2011 to S$64.08 million in FY2012.

The increase in revenue was mainly attributable to new projects awarded and the substantial progression of ongoing projects. These included among others, revenue from D&B works of upgrading projects and building works for HDB, A&A works to the Arts & Sports Centre Building at Temasek Polytechnic, and building maintenance, planting and turfing works for MOE. These new and ongoing projects contributed to approximately S$50.34 million or 78.55% of our revenue in FY2012.

Cost of works, gross profit and gross profit margin

Our cost of works increased by approximately S$6.23 million or approximately 12.55% from approximately S$49.65 million in FY2011 to approximately S$55.88 million in FY2012. The increase in cost of works was lower than our increase in revenue mainly due to the savings from material cost management, savings from the completion of certain projects ahead of schedule and the increase in new projects which provided better margins in FY2012. Consequently, the gross profit margin increased from 7.45% in FY2011 to 12.79% in FY2012.

61 MANAGEMENT’SDISCUSSIONANDANALYSISOF RESULTS OF OPERATIONS AND FINANCIAL POSITION

Other income

Our other income increased by approximately S$118,000 or approximately 49.17%, from approximately S$240,000 in FY2011 to approximately S$358,000 in FY2012. This was mainly due to an increase in equipment handling income.

Distribution and marketing expenses

Distribution and marketing expenses decreased by approximately S$59,000 from S$184,000 in FY2011 to S$125,000 in FY2012 mainly due to lower entertainment expenses.

Administrative expenses

Our administrative expenses decreased by approximately S$23,000 or approximately 1.02% from approximately S$2.26 million in FY2011 to approximately S$2.24 million in FY2012.

The decrease was mainly due to the decrease in staff costs of approximately S$284,000 as there were no directors’ bonuses paid in FY2012; and there was no allowance for impairment of trade receivables. The reduction in expenses were offset by the increase in: (i) premises expenses of approximately $188,000, mainly due to factory rental and additional storage space; (ii) professional fees relating to the Listing of approximately S$72,000; (iii) transport-related claims and upkeep of vehicles by approximately S$47,000; and (iv) other miscellaneous expenses and professional fees of approximately S$38,000 and approximately S$28,000 respectively.

Finance costs

The finance costs were in relation to interest on a finance lease, which increased by S$4,000 from S$1,000 in FY2011 to S$5,000 in FY2012.

Net profit

As a result of the above, our net profit increased by approximately S$3.63 million or about 2.40 times from approximately S$1.51 million in FY2011 to S$5.14 million in FY2012.

REVIEWOFFINANCIALPOSITION

As at 30 June 2012

Non-current assets

As at 30 June 2012, our non-current assets of approximately S$0.59 million accounted for approximately 2.36% of our total assets. Our non-current assets comprise of property, plant and equipment and deferred tax assets.

As at 30 June 2012, our property, plant and equipment of approximately S$0.48 million which accounted for approximately 81.48% of our non-current assets consisted of leasehold properties, motor vehicles, and plant and machinery.

As at 30 June 2012, our deferred tax assets of approximately S$0.11 million accounted for approximately 18.52% of our non-current assets.

Current assets

As at 30 June 2012, our current assets of approximately S$24.62 million accounted for approximately 97.64% of our total assets. Our current assets consist of cash and cash equivalents and trade and other receivables.

62 MANAGEMENT’SDISCUSSIONANDANALYSISOF RESULTS OF OPERATIONS AND FINANCIAL POSITION

As at 30 June 2012, our cash and cash equivalents amounted to approximately S$14.65 million, constituting approximately 59.50% of total current assets, of which S$100,000 or approximately 0.41% was a pledged bank deposit that was placed in a financial institution for banking facilities.

As at 30 June 2012, our trade receivables and other receivables of approximately S$9.97 million, constituted approximately 40.50% of total current assets. Our trade receivables and other receivables mainly comprise of trade receivables of approximately S$3.55 million, amount due from contract customers of approximately S$5.77 million, deposits to secure services of approximately S$0.36 million and a deposit to acquire a leasehold property of approximately S$0.27 million.

Non-current liabilities

As at 30 June 2012, our non-current liabilities of approximately S$50,000 accounted for approximately 0.31% of total liabilities that consisted of a finance lease.

Current liabilities

As at 30 June 2012, our current liabilities of approximately S$16.34 million accounted for 99.69% of our total liabilities. Our current liabilities consisted of trade payables and other payables, current income tax liabilities and finance lease.

As at 30 June 2012, trade and other payables constituted approximately S$14.89 million or approximately 91.14% of total current liabilities. Our trade and other payables mainly comprise of trade payables to third parties of approximately S$5.90 million, amount due to contract customers of approximately S$1.29 million, interim dividend payable to shareholders of approximately S$1.98 million and accruals of approximately S$5.65 million. The accruals were in relation to project costs and staff costs of approximately S$5.41 million and approximately S$0.25 million respectively.

As at 30 June 2012, current income tax liabilities amounted to approximately S$1.39 million or approximately 8.49% of total current liabilities and finance lease amounted to approximately S$61,000 or approximately 0.37% of total current liabilities.

Shareholders’ equity

As at 30 June 2012, our Shareholders’ equity of approximately S$8.82 million comprise of approximately S$6.80 million of issued and fully paid share capital, S$2.01 million of retained profits and approximately S$8,000 in non-controlling interest.

LIQUIDITYANDCAPITALRESOURCES

As at the Latest Practicable Date, our Company has two sources of cash categorised as internal and external sources. Internal sources refer to cash generated from our Company’s operating activities. External sources of funds comprise mainly borrowings from financial institutions, credit granted by suppliers and capital investment from Shareholders. The principal uses of these cash sources are to finance raw material purchases, capital expenditure and operating expenses such as rental, payroll and administrative expenses.

63 MANAGEMENT’SDISCUSSIONANDANALYSISOF RESULTS OF OPERATIONS AND FINANCIAL POSITION

The following table sets out a summary of our Company’s cash flow for FY2010, FY2011 and FY2012.

(S$’000) FY2010 FY2011 FY2012

Netcashprovidedbyoperatingactivities 3,767 3,605 4,196 Netcash(usedin)investingactivities (97) (104) (35) Netcashprovided(usedin)/byfinancingactivities (26) 983 122

Net increase in cash and cash equivalent attheendoftheperiod 3,644 4,484 4,283 Cash and cash equivalents at the beginning of the period 2,138 5,782 10,266

Cash and cash equivalents at the end of the year1 5,782 10,266 14,549

Note: 1 Cash and cash equivalents exclude pledged fixed deposit of S$100,000 in FY2011 and FY2012.

FY2010

Net cash from operating activities

In FY2010, we generated a net cash inflow from operating activities of approximately S$3.77 million, which was a result of operating cash inflows before working capital changes of approximately S$2.58 million, adjusted for net working capital inflows of approximately S$1.26 million and interest and income tax paid of approximately S$11,000 and S$54,000 respectively.

The net working capital inflow was due to a decrease in trade and other receivables amounting to approximately S$0.44 million, and an increase in trade and other payables of approximately S$0.81 million.

Net cash from investing activities

Net cash outflow derived from investing activities amounted to approximately S$97,000, which was mainly attributable to additions of property, plant and equipment.

Net cash from financing activities

Net cash used in financing activities of approximately S$26,000 was due to the repayment of a term loan of approximately S$23,000 and interest payments of approximately S$3,000.

As at 30 June 2010, our cash and cash equivalents were approximately S$5.78 million.

FY2011

Net cash from operating activities

In FY2011, we recorded a net cash inflow from operating activities of approximately S$3.61 million, which was a result of operating cash inflows before working capital changes of approximately S$1.93 million, adjusted for net working capital inflow of approximately S$1.76 million and tax paid of approximately S$84,000.

64 MANAGEMENT’SDISCUSSIONANDANALYSISOF RESULTS OF OPERATIONS AND FINANCIAL POSITION

The net working capital inflow was due to an increase in trade and other payables amounting to approximately S$11.27 million, and an increase in trade and other receivables of approximately S$9.51 million.

Net cash from investing activities

Net cash outflow from investing activities amounted to approximately S$104,000, which was attributable to additions of property, plant and equipment which amounted to approximately S$134,000, net of finance lease, being offset by proceeds from disposal of property, plant and equipment which amounted to S$30,000.

Net cash from financing activities

Net cash flow generated from financing activities amounted to approximately S$983,000, which was mainly attributable to cash outflows from payment of dividends which amounted to S$2.40 million and bank deposits pledged of S$0.10 million. These outflows were mainly offset by proceeds from the issuance of ordinary shares which amounted to S$3.50 million.

As at 30 June 2011, our cash and cash equivalents were approximately S$10.27 million.

FY2012

Net cash from operating activities

In FY2012, we recorded a net cash inflow from operating activities of approximately S$4.20 million, which was a result of operating cash inflow before working capital changes of approximately S$6.30 million, adjusted for working capital outflow of approximately S$2.05 million and tax paid of approximately S$49,000.

The net working capital outflow was due to a decrease in trade and other payables amounting to approximately S$5.85 million, and a decrease in trade and other receivables of approximately S$3.80 million.

Net cash from investing activities

Net cash outflow from investing activities amounted to approximately S$35,000, which was mainly attributable to additions of property, plant and equipment of approximately S$37,000 being offset by proceeds from the disposal of property, plant and equipment.

Net cash from financing activities

Net cash flow generated from financing activities amounted to approximately S$0.12 million, which was attributable to cash inflow from proceeds from issuance of ordinary shares which amounted to S$0.20 million. The inflow was offset by repayment of finance lease liabilities which amounted to S$73,000 and interest paid of approximately S$5,000.

As at 30 June 2012, our cash and cash equivalents were approximately S$14.55 million.

Source of Liquidity

Our Company financed its operations mainly through internal sources, bank borrowings and capital contributions from our Shareholders. Our principal use of cash are for the payment of purchases, operating expenses and capital expenditure incurred in the acquisition of property,

65 MANAGEMENT’SDISCUSSIONANDANALYSISOF RESULTS OF OPERATIONS AND FINANCIAL POSITION plant and equipment. As at 30 June 2012, we had an aggregate cash and cash equivalents of approximately S$14.65 million, of which S$0.10 million were pledged to a financial institution for banking facilities. On 31 May 2012, Logistics Construction declared dividends of an aggregate amount of S$4.00 million. On 31 May 2012, an agreement was entered into between Logistics Construction and our Executive Directors, Phua Lam Soon and Ong Siew Eng, to set-off an aggregate amount of S$2.02 million due and owing from them. The balance of S$1.98 million was distributed on 31 October 2012. As at the Latest Practicable Date, our Group had cash and bank balances of approximately S$11.24 million.

As at the Latest Practicable Date, our Group had available credit facilities of approximately S$14.79 million, of which S$13.05 million was unutilised. Please refer to section entitled “Capitalisation and Indebtedness” of this Offer Document for further details.

Our Directors are of the reasonable opinion that, after having made due and careful enquiry and after taking into account the cash flows generated from our operations, our banking facilities and our existing cash and cash equivalents, the working capital available to us as at the date of lodgement of this Offer Document is sufficient for present requirements and for at least 12 months after the listing of our Company on the Catalist.

The Sponsor is of the reasonable opinion that, after having made due and careful enquiry and after taking into account the cash flows generated from our Company’s operations, our Company’s banking facilities and our Company’s existing cash and cash equivalents, the working capital available to our Company as at the date of lodgement of this Offer Document is sufficient for present requirements and for at least 12 months after the listing of our Company on the Catalist.

SEASONALITY

We generally do not experience any significant seasonal fluctuations in our business.

INFLATION

Our financial performance for the period under review was not materially affected by inflation.

CAPITALEXPENDITUREANDDIVESTMENTSANDCOMMITMENTS

The capital expenditures and divestments made by our Company in the last three FYs, being FY2010, FY2011 and FY2012 and for the period from 1 July 2012 up to the Latest Practicable Date were as follows:

From 1 July 2012 to the Latest FY2010 FY2011 FY2012 Practicable Date (S$’000) (S$’000) (S$’000) (S$’000)

Leaseholdproperty — — — 2,1621 Plantandmachinery 36 — — 1332 Motorvehicles 50 3103 37 5 Renovation — — — 3 Computerequipment — 24 — — Total 86 334 37 2,303

66 MANAGEMENT’SDISCUSSIONANDANALYSISOF RESULTS OF OPERATIONS AND FINANCIAL POSITION

Divestments

From 1 July 2012 to the Latest FY2010 FY2011 FY2012 Practicable Date (S$’000) (S$’000) (S$’000) (S$’000)

Motorvehicles — (50) (33) — Total — (50) (33) —

Notes:

1 On 17 September 2012, the legal completion of our leasehold property in 24 Kranji Road Singapore 739465 was completed. The purchase consideration for the leasehold property amounted to S$2.10 million and was partly financed by banking facility from a financial institution of S$1.5 million.

2 From 1 July 2012 to the Latest Practicable Date, an excavator which amounted to S$78,000 was financed by a finance lease of S$70,000.

3 An addition of a truck was partly financed by a finance lease of S$0.2 million.

Save as above, all other capital expenditures were financed by internally generated funds.

Capital Commitments

As at the Latest Practicable Date, our Group does not have any capital commitments.

Operating Lease Commitments

Our Group leases dormitories for workers, office equipment and construction equipment under non-cancellable lease agreements. These leases have varying terms, escalation clauses and renewal rights.

The future aggregate minimum lease payables under non-cancellable operating leases contracted for as at 30 June 2012 and the Latest Practicable Date, but not recognised as liabilities, are analysed as follows:

As at 30 June 2012 and the Latest Practicable Date, our Group has lease commitments for future minimum lease payments under non-cancellable operating leases as follows:

As at 30 June As at the Latest 2012 Practicable Date S$’000 S$’000

Within one year 197 218 Afteroneyearbutwithinfiveyears 29 80

226 298

These operating lease commitments will be fulfilled by internally generated funds.

67 MANAGEMENT’SDISCUSSIONANDANALYSISOF RESULTS OF OPERATIONS AND FINANCIAL POSITION

Finance Lease Commitments

As at 30 June 2012 and the Latest Practicable Date, our Group has finance lease commitments for future minimum lease payments under non-cancellable operating leases as follows:

As at 30 June As at the Latest 2012 Practicable Date S$’000 S$’000

Within one year 61 136 Afteroneyearbutwithinfiveyears 50 18

111 154

These finance lease commitments will be fulfilled by internally generated funds.

Contingent Liabilities

As at the Latest Practicable Date, our Group does not have any contingent liabilities.

FOREIGNEXCHANGEMANAGEMENT

Our Group’s operations are based in Singapore where there are no transactions undertaken with foreign currencies. As such, we do not have a formal foreign currency hedging policy with respect to any possible foreign exchange exposure. We will continue to monitor any foreign exchange exposure in the future and will consider formalising a hedging policy to manage the foreign exchange exposure should the need arise.

If there is a need to enter into any hedging transaction in the future, we will obtain the approval of our Board on the policy for entering into such hedging transaction before proceeding. In addition, we will also put in place adequate procedures which would be reviewed and approved by our Audit Committee.

SIGNIFICANTACCOUNTINGPOLICYCHANGES

There has been no significant change in the accounting policies for our Group during the period under review. Please refer to the section entitled “Summary of Significant Accounting Policies” in the Audited Combined Financial Statements as set out in Appendix A of this Offer Document, for details on our Group accounting policies.

68 CAPITALISATION AND INDEBTEDNESS

The following table shows our Group’s cash and bank balances, indebtedness and capitalisation:

(a) as at 31 October 2012, being a date no earlier than 60 days before lodgement date; and

(b) as adjusted to give effect to the application of the net proceeds from the Placement after deducting the estimated listing expenses in relation to the Placement.

As adjusted for the net proceeds As at from the 31 October issue of 2012 New Shares S$’000 S$’000

Cash and bank balances 12,031 20,607

Indebtedness Current Financeleaseliabilities(securedandguaranteed) 159 68 Bankborrowings(securedandguaranteed) 1,351 1,403 Non-current Financeleaseliabilities(securedandguaranteed) — 35

Total indebtedness 1,510 1,506

Capitalisation Shareholders’ equity 9,987 15,5921

Total capitalisation and indebtedness 11,497 17,098

Note:

1 This takes into account the capitalisation of estimated listing expenses of approximately S$0.88 million.

As at the Latest Practicable Date, there were no material changes to our capitalisation and indebtedness as disclosed above save for changes in our reserves arising from day-to-day operations in the ordinary course of business.

As at the Latest Practicable Date, our Group had available credit facilities of approximately S$14.79 million, of which approximately S$13.05 million was unutilised. Our facilities of approximately S$14.79 million comprise loans, hire purchase facility and trade facilities which were used for the acquisition of a leasehold property and a motor vehicle.

69 CAPITALISATION AND INDEBTEDNESS

Banking and Credit Facilities

As at the Latest Practicable Date, our Group’s banking and credit facilities from various banks and financial institutions were as follows:

Utilised Unutilised amount amount as Interest as at the at the rate/ Latest Latest Guarantee Banks/ Practicable Practicable fee/Hire Financial Facility Date Date purchase institutions Nature of facility (S$’000) (S$’000) (S$’000) charges Maturity profile

OCBC (i) 10,500 — 10,500 (i) (i) General working 0.75% over OCBC’s — capital financing prevailing prime Overdraft of lending rate S$500,000 calculated on daily balance with monthly rest

(ii) (ii) (ii) General project At OBCB’s prevailing Woodlands G9C financing line prime lending rate Availability expiry Accounts date of 31 August receivables 2013 and financing of expiry/maturity S$10,000,000 date of 31 October 2013

Bedok G10A Availability expiry date of 31 October 2012 and expiry/maturity date of 31 December 2013 UOB Overdraft — 1,000 — 1,000 1.00% per annum 18 March 2013 Bridging loan of over UOB’s prime S$1,000,000 under lending rate SPRING prevailing from time Singapore’s Local to time or such other Enterprise Finance rate as may be Scheme approved by SPRING Singapore under Local Enterprise Finance Scheme

70 CAPITALISATION AND INDEBTEDNESS

UOB Line of credit 3,020 1,470 1,550 comprising: (i) (i) (i) 1-year commercial 1.70% below UOB’s Repayment over property loan of commercial financing 12 months S$1,470,000 rate or at such other instalments with the rates with monthly first instalment rests or such other comprising principal periodical rests as and interest UOB may stipulate commencing one from time to time at month from the date its absolute discretion of first drawdown (ii) (ii) (iii) Overdraft of 1.00% per annum — S$500,000 over UOB’s prime lending rate prevailing from time to time (iii) (iii) (iii) Letters of credit of — — S$800,000 (iv) (iv) (iv) Trust receipts of (a) 1.00% per annum — (S$800,000) over UOB’s prime lending rate prevailing from time to time or at such other rate at the sole discretion of UOB, for all Singapore denominated bills;

(b) 2.00% per annum over Singapore Inter Bank Offer Rate prevailing from time to time or 2.00% per annum over UOB’s cost of funds as determined by UOB on the day of transaction, whichever is the higher, or at such other rate at the sole discretion of UOB, for all foreign currency denominated bills

71 CAPITALISATION AND INDEBTEDNESS

(v) Performance (v) (v) guarantee of — — S$200,000 (vi) (vi) (vi) Credit limit for — — credit card of S$50,000 UOB Line of credit for a 70 70 — 1.50% per annum flat November 2013 hire purchase (or effective interest facility rate of 3.2624% per annum UOB Hire purchase 200 200 — 2.20% per annum February 2014 facility

Save as disclosed above, we do not have any committed borrowing facilities.

As at the Latest Practicable Date, all our existing borrowings were secured by, among others, deed of charge over contract proceeds and receivables, charge of cash and security agreement, mortgages over our properties as well as joint and several personal guarantees and other collaterals provided by our CEO, Phua Lam Soon, and Executive Director, Ong Siew Eng. Please refer to the section entitled “Interested Person Transactions — Present and On-going Interested Person Transactions” of this Offer Document for further details of the guarantees and indemnities provided by Phua Lam Soon and Ong Siew Eng.

Please also refer to the section entitled “Management’s Discussion and Analysis of Results of Operations and Financial Position — Liquidity and Capital Resources” of this Offer Document for more information on our bank borrowings and finance lease.

To the best of our Directors’ knowledge, as at the Latest Practicable Date, we were 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 or business operations, or the investments of our Shareholders.

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OUR HISTORY

Our Company was incorporated in Singapore on 5 October 2012 under the Companies Act to serve as the ultimate holding company of both our wholly-owned subsidiaries, namely, Logistics Construction and Apex Projects.

We have a track record of more than 27 years in the construction business in Singapore.

Our history dates back to May 1985 when our CEO, Phua Lam Soon (together with three other partners who subsequently withdrew their partnerships in June 1986) established Logistics Renovation & Building Construction to provide building construction services. From the date of our inception to August 1991, we undertook and completed numerous renovation projects for customers in the private sector. As a testament to the quality of our renovation works, we were awarded a Merit Award (Landed Properties Category) by the CIDB in the Quality Home Renovations Contest 1990.

In August 1991, Logistics Renovation & Building Construction applied for and was successfully registered with a BCA grading of: (i) G1 (with a tendering limit of S$100,000) under the category of CW01 for general building; and (ii) G1 (with a tendering limit of S$100,000) under the category of CR06 for interior decoration. The first project undertaken by Logistics Renovation & Building Construction following our BCA registration in August 1991 was the A&A to an existing 2-storey detached house (chalet) at Paris Ris Avenue for POSBank (a statutory board then under the Ministry of Finance). This A&A project, which was awarded to us in March 1992, marked a milestone for us as we successfully expanded our customer base to the public sector.

On 25 April 1992, Phua Lam Soon, having foreseen a potential growth in the construction industry, together with his wife, our Executive Director, Ong Siew Eng, incorporated Logistics Construction. At the same time, we also set up a carpentry workshop to cater to the needs and requirements of our customers for carpentry and interior fitting-out works. In August 1992, our BCA registration was transferred from Logistics Renovation & Building Construction to Logistics Construction. From August 1992 to November 1993, we expanded our customer base in the public sector to include two other statutory boards when we were awarded a renovation contract and a supply and installation of built-in furniture contract by the Port of Singapore Authority (a statutory board then under the Ministry of Transport) and the People’s Association (a statutory board then under the MCYS) respectively.

In May 1996, our Executive Director, Ng Kok Seng, joined us as our Project Co-ordinator where he was responsible for field operations. Ng Kok Seng is currently responsible for project management as well as overseeing the construction operations.

In June 1997, we applied for and were successfully registered as a Government Supplier with an EPPU grading of S4 (with a tendering capacity of S$500,000) under the category of EPU/FUR/10 for furniture, racking, upholstery and painting. This enables us to participate in tenders for the supply of goods and/or services to the Government of Singapore. From June 1997 to April 2001, we were awarded various contracts comprising, among others, renovation works, supply and installation of fixed cabinets, extension and upgrading works to a secondary school, construction and A&A works of residents’ committee centres and community centres at HDB void deck, renovation and rewiring of existing electrical installation works at a community centre, renovation of offices and installation of air-conditioners works at a power station, interior works to food court and function rooms in an amenity centre, R&R works, kitchen cabinets works, A&A works, minor repair and rewiring works to existing street soccer court and upgrading works. During this period, we continued to expand our customer base in the public sector to include other statutory boards,

73 GENERALINFORMATIONONOURGROUP including Singapore Polytechnic, Jurong Town Corporation (now known as JTC Corporation), Nanyang Technological University (a statutory board then), HDB and Institute of Technical Education. We also successfully added Powergen (Senoko) Limited (now known as Senoko Power Limited) to our customer base in the private sector.

Our Group identified community centres’, town councils’ and HDB’s (a statutory board under the Ministry of National Development) upgrading projects as a high growth sector which would guarantee a sustainable source of construction work and a stable income stream for our Group. In April 2001, Logistics Construction was awarded its first community centre project which involved the A&A to the existing Yio Chu Kang Community Centre and was subsequently awarded another community centre project for the A&A to the existing Chua Chu Kang Community Centre. Over the years, we built up a good reputation for quality work and timely delivery. Coupled with these job references, we tendered and was successfully awarded town council and HDB projects involving lift upgrading and home improvement programmes.

With our established track record and expertise in building construction services, we diversified our business into main building works. In September 2003, our Group began its first project in the main building works segment which involved the addition of a 2-storey block with roof terrace and alteration to an existing 2-storey Cheng San Community Club. Our subsequent main building works include, among others, a reconstruction to the existing single storey Tampines Swimming Complex with addition of a second-storey, a construction of a single-storey workshop and store and a 2-storey ancillary building at Pasir Panjang Terminal, an erection of a 4-storey fire station (“Banyan Fire Station”) with a 7-storey training tower in Jurong Island and a construction of an 18-storey block of 438 HDB rental flats at Rivervale Crescent, Sengkang (“Sengkang N1 C26”). As a testament to our ability to deliver quality projects, the Banyan Fire Station achieved a BCA CONQUAS score of 86.0. For these main building works, we acted primarily for our customers in the public sector, and to a lesser extent, the private sector. Our customers, included, among others, PSA Corporation Limited, Singapore Civil Defence Force (a uniformed organisation under the purview of the MHA) and HDB. We are currently undertaking D&B upgrading projects for Woodlands GRC, Bedok G10A and Aljunied Crescent 13G (all as defined herein) for HDB, an erection works of a 3-storey Arts & Sports Centre Building at Temasek Polytechnic (a statutory board under the MOE) and the construction, completion and maintenance of a new administration building for The Institute of Mental Health.

In July 2007, we started our first building, turfing and planting project with MOE. Subsequently, in September 2010, we were awarded and are currently undertaking another building, turfing and planting project for MOE.

We subsequently incorporated our subsidiary, Apex Projects, on 7 October 2008, to focus primarily on interior decoration and fitting-out works. In June 2009, Apex Projects applied for and was successfully registered: (i) with a BCA grading of L1 (with a tendering limit of S$650,000) under the category of CR06 for interior decoration; and (ii) as a Government Supplier with an EPPU grading of S4 (with a tendering capacity of S$500,000) under the category of EPU/FUR/10 for furniture, racking, upholstery and painting. A month later, Apex Projects applied for and was successfully registered with a BCA grading of C3 (with a tendering limit of S$650,000) under the category of CW01 for general building. The first two projects undertaken by Apex Projects following our BCA registrations in June 2009 and July 2009 were renovation works and A&A works (which involved interior decoration and fitting-out works), which were both awarded by Singapore Polytechnic.

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Building upon our strength in main building works, we decided to branch out into D&B projects. In June 2010, we were awarded our first D&B project involving lift upgrading and home improvement programmes by HDB. We were subsequently awarded two other D&B projects also involving lift upgrading and home improvement programmes by HDB. These projects are currently on-going.

In March 2011, Apex Projects applied for and was successfully registered with a BCA grading of: (i) C3 (with a tendering limit of S$650,000) under the category of CW02 for civil engineering; and (ii) L1 (with a tendering limit of S$650,000) under the category of MW03 for landscaping. Following our BCA registration in March 2011, we were awarded in June 2011 with a term contract for grass cutting and horticulture maintenance at two community clubs for the People’s Association.

Over the years, we have completed numerous building projects for our customers both in the public sector as well as the private sector. These building projects include, among others, construction and A&A works of residents’ committee centres and community centres, renovation and rewiring of existing electrical installation works at a community centre, renovation of offices and installation of air-conditioners works at a power station, interior works to food court and function rooms in an amenity centre, R&R works to two blocks of existing multi-storey car parks, town council lift upgrading programme, home improvement programme, building, turfing and planting works as well as the supply and fabrication of built-in furniture works. We count the CPF Board (a statutory board under the MOM), CAAS (a statutory board under the Ministry of Transport), the People’s Association, Temasek Polytechnic, National Environment Agency (a statutory board under the MEWR), MCYS (now known as MSFD), Jurong Town Council, Defence Science & Technology Agency, HDB, Singapore University of Technology and Design, PSA Corporation Limited, Singapore Civil Defence Force (a statutory board under the MHA), MOE, East Coast Town Council and MHA as our customers.

In addition to the ongoing D&B projects referred to above, we currently have: (i) one building, turfing and planting project; (ii) five A&A, R&R, upgrading (including neighbourhood renewal programme and electrical load upgrading) and maintenance projects; and (iii) five main building works (including D&B works). Please refer to the section entitled “General Information on our Group — Major Projects” of this Offer Document for more information and details of our major projects.

Our strength in building construction is evidenced by the awards and accolades we have received over the years. These awards were mainly in recognition of our management, quality assurance, safety track record and environmentally-friendly efforts. Please refer to the sections entitled “General Information on our Group — Awards and Achievements”,“General Information on our Group — Quality Control and Assurance” and “General Information on our Group — Workplace Safety and Health Policy” of this Offer Document for more information and details of our other awards and certifications.

BUSINESSOVERVIEW

We have a track record of more than 27 years in the construction business in Singapore.

We are principally engaged in building construction works as well as supply and installation of furniture/interior fitting-out works in Singapore in which we act mainly as a main contractor for primarily the Singapore government and Singapore government-related bodies. Please refer to the section entitled “General Information On Our Group — Our Major Customers” of this Offer Document for further details. As a main contractor, we have undertaken a wide range of building construction works such as excavation, piling, sub-structures and superstructures works, architectural works, aluminum cladding and curtain walling, M&E works, interior fitting-out works, external works and landscaping.

75 GENERALINFORMATIONONOURGROUP

As at the Latest Practicable Date, Logistics Construction is registered with the BCA grading of:

(i) A2 under the category of CW01 for general building which enables us to undertake general building projects with a tendering limit of up to S$85.00 million;

(ii) C3 under the category of CW02 for civil engineering which enables us to undertake civil engineering projects with a tendering limit of up to S$0.65 million; and

(iii) L4 under the category of CR06 for interior decoration and finishing works which enables us to undertake interior decoration and finishing works projects with a tendering limit of up to S$6.50 million, whilst Apex Projects is registered with the BCA grading of:

(i) C1 under the category of CW01 for general building which enables us to undertake general building projects with a tendering limit of up to S$4.00 million;

(ii) C3 under the category of CW02 for civil engineering which enables us to undertake civil engineering projects with a tendering limit of up to S$0.65 million;

(iii) L1 under the category of CR06 for interior decoration and finishing works which enables us to undertake interior decoration and finishing works with a tendering limit of up to S$0.65 million; and

(iv) L1 under the category of MW03 for landscaping which enables us to undertake landscaping projects with a tendering limit of up to S$0.65 million.

Logistics Construction and Apex Projects are also registered as a General Builder Class 1 and General Builder Class 2 which enables us to undertake general building work with unlimited contract value and contract value of up to S$6.00 million respectively.

As at the Latest Practicable Date, our order book amounted to S$232.90 million.

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OURBUSINESSPROCESS

The diagram below illustrates the key stages of our building construction as well as supply and installation of furniture/interior works process:

Solicitation of tender

Tender preparation and submission

Award of contract

Formation of project management team

Formulation of project execution plan

Engagement of subcontractors and suppliers

Construction process management

Completion and handover of project

A brief description of our business process is set out below:

1 Solicitation of tender

2 Tender preparation and submission

Before participating in a tender, we will first evaluate our existing work commitments and also ascertain the availability and sufficiency of our resources to complete the project within the timeline stipulated by our prospective customer. Once a decision has been made to participate in the tender, we will:

(a) review the tender documents purchased or collected from our prospective customer to understand the specific requirements of the project, and to ensure that the quantities and the scope of work to be undertaken are adequately provided for;

77 GENERALINFORMATIONONOURGROUP

(b) where applicable, clarify any technical and contractual ambiguities with our prospective customer;

(c) quantify the tender cost estimate for the entire project, taking into account the quotes obtained from our subcontractors and suppliers for work required to be undertaken by them and the raw materials required for the project respectively;

(d) having visited the project site and considered the complexity and the risks associated with the project, finalise the tender price; and

(e) prepare, finalise, and thereafter, submit all relevant documents required by our prospective customer within the timeline stipulated in the tender documents.

Depending on the type, size and complexity of the project, the entire tender preparation and submission process will generally take about three to four weeks.

3 Award of contract

Prior to the award of a contract, we may be required by our prospective customer to attend tender interviews and to clarify on matters such as the pricing and raw materials offered as well as to respond to any enquiries relating to the tender. Further clarifications and negotiations may take place before the contract is awarded to us. Notification of a successful tender will generally take about one to two months after the close of a tender.

Once we are awarded a contract, we will review the contract to ensure that the terms of the contract are in line with the documents submitted by us previously. We will then arrange for and provide the insurance performance bond or insurance performance guarantee to our customer within the timeline stipulated in the contract.

4 Formation of project management team

Once we are awarded a contract, we will also assemble a project management team to execute the project. The composition of the project management team depends largely on the size, complexity, the completion of the project and other requirements of the awarded project. The project management team generally comprises a project manager, project engineers, a M&E co-ordinator, a site supervisor, a safety and health officer/supervisor, an environmental control officer, a quantity surveyor and a foreman who will manage the project on a full-time basis.

5 Formulation of project execution plan

The project management team is responsible for the formulation of a project execution plan, a core document for the management of a project. The project execution plan generally sets out in a structured format the project scope, objectives, milestones, communication plan, project change control procedures and other key project information so as to ensure that the project: (i) is executed in accordance with the contractual requirements and drawings; and (ii) meets the objectives of completing the project with high quality under safe conditions within the stipulated timeline and budgeted cost.

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6 Engagement of subcontractors and suppliers

We deploy our own team of skilled workers to complete the projects awarded to us save for certain aspects of the projects, such as M&E works, where we will engage subcontractors to work with us. We will also engage suppliers who will supply us with the raw materials required for the projects. We maintain a list of subcontractors and suppliers who meet the requisite performance, delivery and quality standards set by us. We evaluate, assess and update this list periodically. Subcontractors and suppliers are selected based on, among others, the quality of their products and services, their competitiveness in terms of their pricing, our past working experiences with them and their past performance and compliance with stipulated contract timelines.

7 Construction process management

The project manager will manage the project in accordance with the project execution plan to ensure its timely delivery. He will hold meetings on a regular basis with the project management team, subcontractors and suppliers, and will closely monitor: (i) raw materials usage and machinery utilisation to manage and minimise wastage and inefficiencies; and (ii) the progress of work, procurement schedules and technical submission schedules to ensure that they are carried out on schedule in accordance with the project execution plan. In the course of our project, our project manager will conduct site inspections and hold meetings on a regular basis with other members of the project management team to ensure that the project is progressing on schedule and is carried out within the budgeted costs.

8 Completion and handover of project

Prior to the completion of a project, our project manager will carry out a thorough joint inspection with our customer. Any defects and/or outstanding works discovered during such joint inspection will be listed down and rectified accordingly. Upon completion of a project, we will officially handover the project to our customer.

The contracts entered by us generally provide for a defects liability period of at least 12 months from the handover date, during which we will be responsible for making good any defects found in the completed project. Most of our projects require us to provide insurance performance bond or insurance performance guarantee to our customers who will continue to retain between 2.50% and 10.00% of the value of such insurance performance bond or insurance performance guarantee until the expiry of the defects liability period. A final certificate will be issued by the architect to the project, upon which we will submit our final payment claim and request for the release of the insurance performance bond or insurance performance guarantee. None of our customers has enforced the insurance performance bond or insurance performance guarantee provided by us during the period under review and for the period from 1 July 2012 up to the Latest Practicable Date.

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OURMAJORPROJECTS

Our major projects which have been completed in the last five FYs and up to the Latest Practicable Date are as follows:

Approximate contract sum1 Date of (excluding GST completion and based (based on on letter of certificate of award/acceptance) substantial unless otherwise completion stated unless otherwise Descriptionofworks Nameofowners (S$’ million) stated)

A&A, R&R, renovation, upgrading (including electrical load upgrading and lift upgrading programmes), neighbourhood renewal programme, home improvement programmes and maintenance works A&AworksatSingaporeAviationAcademy CAAS 2.15 July2007 A&A works to existing Chua Chu Kang People’s 2.37 May2009 Community Club on Lot 1404 MK 11 at 35 Association (based on final Teck Whye Avenue completion certificate) A&A works and change of use from Ficus Sentosa 1.11 November2008 Monorail Station to wine bar and Development (based on final restaurant on Lot 1523W PT MK 34 at Corporation completion Allanbrooke Road, Sentosa certificate) A&A works to existing roof terrace with Temasek 2.87 September2009 2-storey extensions at 33 Temasek Polytechnic (based on final Polytechnic completion certificate) Renovation of 40 units of bungalows — National Service 4.01 October2008 National Service Resort & Country Club at Resort & Country (based on 10 Changi Coast Walk, Singapore 499739 Club completion certificate) A&A to existing single storey market/food National 3.36 February2009 centre at Blocks 160 & 162 at Ang Mo Kio Environment Ave 4 (including modification of existing Agency electrical sub-station at Blk 154, including all electrical works) (Hawker centres upgrading programme — Batch 5) Upgrading works to MCYS Building at MCYS 7.17 April2011 Thomson Road Town council lift upgrading programme Jurong Town 5.65 July2010 (TC-LUP) Batch 2 Council Project D2007-00330-30 — A&A to Blocks Defence Science 16.00 August2010 8, 8A, 8B, 8C, 13, 13A, 15 and 62 along & Technology Admiralty Road West Agency Part A: Home Improvement Programme HDB 23.50 December2010 and Lift Upgrading Programme — Bulk Contract 64A

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A&A to existing institutional buildings for Singapore 20.88 March2012 Singapore University of Technology and University of (based on Design Interim Campus at 20 Dover Drive Technology and temporary Singapore Design occupation permit) Main building works (including D&B works) Addition of a 2-storey block with roof People’s 1.90 November2004 terrace and alteration to an existing Association 2-storey Cheng San Community Club on Lot 8828P MK 18 at 6 Ang Mo Kio Street 53 Reconstruction to existing single storey Singapore Sports 6.94 March2006 Tampines Swimming Complex with Council addition of a 2nd storey on Lot 6035A MK28 at 505 Tampines Avenue 5 Construction of a single storey workshop PSA Corporation 14.43 March2008 and store and a 2-storey ancillary building Limited at Pasir Panjang Terminal Erection of a 4-storey fire station with a Singapore Civil 9.65 December2009 7-storey training tower on Lot 2229P (part) Defence Force MK 34 at Banyan Road, Jurong Island Part A: Building works at Sengkang HDB 21.48 June2012 Neighbourhood 1 Contract 26 and Part B: (based on Contingency works (involving a temporary construction of an 18-storey block of 438 occupation permit) HDB rental flats at Rivervale Crescent, Sengkang) (“Sengkang N1 C26”) Building, turfing and planting works Provision of building, turfing and planting MOE 13.24 August 2010 works to schools in Group E1 for a period (including the of two years with an option to continue for option price for one year and an option to continue for a the entire 3rd year further one year and two months for 4th year)

Note:

1 Final contract sum may vary from approximate contract sum due to variations to scope of works during the contract period.

81 GENERALINFORMATIONONOURGROUP

Our major projects which are currently in progress are as follows:

Approximate contract sum1 (excluding GST Estimated date and based on of completion letter of award/ (based on letter Name of acceptance) Date of of award/ Description of works owners (S$’ million) commencement acceptance)

A&A, R&R, renovation, upgrading (including electrical load upgrading and lift upgrading programmes), neighbourhood renewal programme, home improvement programmes and maintenance works

A&A and R&R to two blocks of existing HDB 4.50 June2011 September multi-storey car parks at Blocks 115 & 20122 125 Simei Street 1

Neighbourhood Renewal Programme & East Coast Town 20.72 August2011 January2013 Electrical Load Upgrading for 33 Blocks Council 101, 102, 105-114, 116, 117, 119, 120, 122-124, 126-139 Simei Street 1 (“Simei NRP”)

Term Contract for the maintenance and MHA 66.81(including January 2012 January 2018 A&A of building works at the Ministry of the option price (assuming that Home Affairs West Zone’s properties for 4th to 6th the options to for a base period of three years with an (year) extend for two option to extend for two years + one years plus one year year are exercised)

A&A to JTC Summit at No. 8 Jurong Jurong Town 30.70 October2012 October2013 Town Hall Road Corporation

A&A to existing Bukit Panjang Primary MOE 31.90 November2012 August2014 School, Greenridge Primary School, Lakeside Primary School and Princess Elizabeth Primary School

Main building works (including D&B works)

D&B of upgrading projects for G9C HDB 29.60 March2010 September2013 (Stage 2) — Precinct C: Woodlands St 11/13 Blk 168, 173 & 178 (“Woodlands G9C”)

D&B of upgrading projects for G10A HDB 28.00 March2010 September2013 (Stage 2): Precinct A: Bedok North Street 3 Blocks 523 to 532 (“Bedok G10A”)

D&B of upgrading projects for G13G HDB 25.40 October2011 December2013 (“Aljunied Crescent 13G”)

A&A involving a new erection of a Temasek 21.20 February2012 June2013 3-storey Arts & Sports Centre Building Polytechnic at Temasek Polytechnic at MK28 on Lot 06163C at Tampines Avenue 1 (“Temasek Polytechnic A&A”)

Construction, completion and The Institute of 16.00 September2012 December2013 maintenance of a new administration Mental Health building

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Building, turfing and planting works

Provision of building, turfing and MOE 62.72(including September 2010 August 2016 planting works to schools in Group N2, the option price (assuming that N3 and E2 for a period of three years for 4th to the option to with an option to continue for three 6th year) continue for years three years is exercised)

Note:

1 Final contract sum may vary from approximate contract sum due to variations to scope of works during the contract period.

2 As at the Latest Practicable Date, thisA&Aand R&R project has yet to be completed as we have been commissioned to perform additional work which resulted in the estimated date of completion being extended.

OUR AWARDS AND ACHIEVEMENTS

As a testament of our commitment to service and quality, our Group has received a number of awards and achievements over the years, some of which are set out below:

Awarding Award and achievement institution Awardedto Year

Merit Award (Landed Properties Category) in the CIDB Logistics 1990 Quality Home Renovations Contest 1990 Renovation & Building Construction

BS EN ISO 9002:19941 (Certificate of registration National Quality Logistics October 2000 to with regard to the Quality Management System Assurance Ltd, Construction December 2003 applicable to Project Management) England

ISO 9001:20001 (Certificate of registration with AJA Logistics April 2004 to regard to the Quality Management System) Construction March 2010

OHSAS 18001:2007 (Certificate of registration AJA Logistics Since with regard to the Occupational Health & Safety Construction February 2006 Management Systems)

BizSAFEStarCertificate TheWorkplace Logistics Since January 2009 Safety and Health Construction Council

ISO 9001:2008 (Certificate of registration with AJA Logistics Since March 2010 regard to the Quality Management System) Construction

BS EN ISO 14001:2004 (Certificate of registration AJA Logistics Since October 2010 with regard to the Environment Management Construction Systems)

Biz SAFE Certificate The Workplace ApexProjects SinceMay2010 Safety and Health Council

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Awarding Award and achievement institution Awardedto Year

ISO 9001:2008 (Certificate of registration with AJA ApexProjects SinceAugust2012 regard to the Quality Management System)

ISO 14001:2004 (Certificate of registration with AJA ApexProjects SinceAugust2012 regard to the Environment Management Systems)

OHSAS 18001:2007 (Certificate of registration AJA ApexProjects SinceSeptember with regard to the Occupational Health & Safety 2012 Management Systems)

Note:

1 BS EN ISO 9002:1994 and ISO 9001:2000 are now obsolete. They have been replaced by ISO 9001:2008.

OUR PRODUCTION FACILITIES AND CAPACITY

We do not own or use any production facilities as we are not engaged in any manufacturing or production activities.

SEASONALITY

Our business is generally not subject to any seasonal fluctuations.

OURMARKETINGACTIVITIES

We secure our projects through open tenders or closed tenders by invitation. We obtain information on open tenders through tender notices in newspapers and government electronic business website. Participation in closed tenders is at the invitation of our customers, either owners, developers or consultants, to whom we have previously provided our building construction services, and who have prequalified us based on building construction works undertaken by us previously which meet their requirements for the relevant project. As we rely extensively on our business networks established over the years, we conduct informal business development sessions with our customers from existing and past projects in order to enhance our existing relationships and source for business opportunities.

RESEARCHANDDEVELOPMENT

The nature of our business does not require us to carry out any significant research and development activities.

INSURANCE

In connection with the projects undertaken by us, we are insured against the following risks:

(a) work injury compensation risks;

(b) contractors’ all risks; and

(c) performance bond/guarantee risks, for the duration of the construction period in accordance with the requirements set out by our customers in the contracts entered into between us and our customers.

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For our office premises and carpentry workshop, we maintain insurance policies which cover such premises for losses due to fire. We also maintain group personal accident and hospitalisation and surgical insurance for our employees. We believe that we have adequate insurance coverage for the purposes of our business operations with coverage and financial limits that are commercially reasonable, consistent with industry practice and appropriate for a group of companies of our size and activities in building construction and supply and installation of furniture and interior fitting-out business. We are not insured against loss of key personnel or business interruption.

OURINTELLECTUALPROPERTY

As at the Latest Practicable Date, our Group has applied for the registration of the following trademarks: Registration/ Country of Trademark Effective Trademark application Class Number date

Singapore 37 T1213640C Pending registration

We have not paid nor received any royalties for any licence or use of any intellectual property.

Save as disclosed above, we do not own any other intellectual property rights and our business or profitability is not materially dependent on any licence, trademark, patent or any other intellectual property rights.

OURPROPERTIESANDFIXEDASSETS

As at the date of lodgement of this Offer Document, we own the following properties:

Registered Approximate subsidiary gross area proprietor Location (sqm) Use Tenure Encumbrance

Logistics Construction Pte Lot A10770 (to be Land area of Storage of 30 years Mortgaged in known as Pte Lot 3,948.7 and construction expiring 30 favour of A3001207/Lot No. floor area of equipment/ September UOB MK13-2019K) bearing a 2,138.8 materials and 2017 postal address of 24 Kranji manufacture Road Singapore 739465 of furniture

Logistics Construction Lot No. MK13-U58935K 93.0 Office 60years Nil bearing a postal address of expiring 8 19 Woodlands Industrial January 2055 Park E1 #02-02 Admiralty Industrial Park Singapore 757719

Logistics Construction Lot No. MK13-U58936N 92.0 Office 60years Mortgaged in bearing a postal address of expiring 8 favour of 19 Woodlands Industrial January 2055 OCBC Park E1 #02-03 Admiralty Industrial Park Singapore 757719

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As at the date of lodgement of this Offer Document, we are permitted to occupy the following land pursuant to a monthly temporary occupation licence issued to us:

Approximate Monthly gross area licence fee Licensee Licensor Location (sqm) Use Tenure (S$)

Logistics HDB Marsiling 5,000.0 Storagearea 1 May 2012 8,000 Construction Crescent only1 to 31 March (exclusive of 2013 GST)

Logistics HDB Woodlands 5,000.0 Storageof 1 July 2012 8,000 Construction Avenue 9/42 construction to 30 June (exclusive of equipment 2013 GST) and materials in connection with HDB’s D&B upgrading project3

Notes:

1 No storage of sand, granite dust and excavated earth as well as workers’ quarters is allowed.

2 The temporary occupation licence was first granted to Logistics Construction from 1 January 2011 to 31 December 2011 at a monthly licence fee of S$12,000. As HDB’s site inspection on 5 January 2011 revealed that our Company did not enter the state land to set up the temporary storage, HDB had no objection to Logistics Construction’s request to commence the temporary occupation licence with effect from 1 February 2011. Upon the expiry of the temporary occupation licence on 31 December 2011, the temporary occupation licence was extended for a period of six months from 1 January 2012 to 30 June 2012 at a monthly licence fee of S$7,500 to facilitate the execution of the existing and new HDB’s D&B of upgrading project for Aljunied Crescent G13G. The temporary occupation licence was extended for a further period of 12 months from 1 July 2012 to 30 June 2012 at a monthly licence fee of S$8,000.

3 No storage of granite dust and excavated earth is allowed.

As at the date of lodgement of this Offer Document, we lease the following property:

Approximate Monthly gross area rental Landlords Tenant Location (sqm) Use Tenure (S$)

Phua Lam Soon and Logistics Lot No. 482.0 Office, 2 years 5,000 Ong Siew Eng Construction MK13- workshop or commencing (exclusive of U85493W carpentry 1 November monthly bearing a workshop 2012 and service postal expiring 31 charge) address of 10 October 2014 Admiralty Street #04-58 Singapore 757695

Our fixed assets comprise construction equipment and machinery, furniture and fittings, office equipment and motor vehicles.

To the best of our Directors’ knowledge and belief, save as disclosed in the section entitled “General Information On Our Group — Government Regulations” of this Offer Document, there are no regulatory requirements or environmental issues that may materially affect our utilisation of the above properties and fixed assets.

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INVENTORY MANAGEMENT

We do not maintain raw materials and inventories in advance so as to minimise carrying cost, and purchase raw materials as and when required based on the budget and project requirements. In cases where we subcontract the work for our projects, the subcontractors may be responsible for the raw materials purchased.

QUALITYCONTROLANDASSURANCE

We place strong emphasis on quality control to ensure that the quality of our projects comply with all regulations and to maintain our reputation and market standing.

To ensure the quality of our projects, our Group also ensures that our subcontractors, architects and other building professionals have the relevant experience and proven track record through conducting interviews and completion of standard questionnaires. At each stage of the construction up to the handing over of the completed project, 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 and aim to achieve the following quality objectives:

(a) To deliver all projects on time and to operate within an allocated budget;

(b) To provide training to all staff and to upgrade work processes in order to improve efficiency and to reduce wastage of resources; and

(c) To focus on satisfying and exceeding our customers’ expectation and to continuously achieve and maintain good feedback and repeat business from our customers.

As a testament to our quality commitment and our ability to deliver quality projects, we have been awarded various certifications including BS EN ISO 9002:1994 certification, ISO 9001:2000 certification, ISO 9001:2008 certification, ISO 14001:2004 certification and OHSAS 18001:2007 certification and have achieved a BCA CONQUAS score of 86.0 for the Banyan Fire Station. Please refer to the sections entitled “General Information on our Group — Our Awards and Achievements” and “General Information on our Group — Our History” of this offer Document for more information and details of our certifications and achievements.

WORKPLACESAFETYANDHEALTHPOLICY

We believe in providing a safe working environment in every project that we undertake. In this regard, we have implemented a workplace safety and health management system (“WSHM System”) to ensure the safety of all our employees as well as our customers, consultants, subcontractors and suppliers, and station a safety officer on site for each project that we undertake. The role and duties of our safety officers include, among others, conducting daily safety inspection, correcting unsafe acts, conditions and other non-compliances, monitoring all corrective and preventive implementations, leading and conducting accident investigations, conducting and reviewing risk assessments and ensuring all works carried out on site complies with relevant safety procedures and regulations.

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The WSHM System, which contains the following 14 elements, cover environmental issues and occupational health and safety hazards which we can control and arrange:

(a) Element 1: Workplace safety and health policy

(b) Element 2: Safe work practices

(d) Element 4: Workplace occupational safety and health meetings

(e) Element 5: Incident investigation and analysis

(f) Element 6: In-house safety rules and regulations

(g) Element 7: Workplace occupational safety and health promotion

(h) Element 8: Evaluation, selection and control of subcontractors

(i) Element 9: Workplace occupational safety and health inspections

(j) Element 10: Maintenance regime for all machinery and equipment

(k) Element 11: Risk assessment

(l) Element 12: Control of movement and use of hazardous substances and chemicals

(m) Element 13: Emergency preparedness

(n) Element 14: Occupational health programmes

We strive to achieve the following safety targets:

(a) A maximum of two reportable accidents per year per project;

(b) A target accident frequency rate of less than 0.50 per 200,000 man hours worked; and

We have not had any major accidents for the period under review and for the period from 1 July 2012 up to the Latest Practicable Date. As a testament to the measures taken by us to ensure the safety of our employees, customers, consultants, subcontractors and suppliers, both Logistics Construction and Apex Projects have been awarded the OHSAS 18001:2007. Logistics Construction and Apex Projects have also been awarded the Biz SAFE Star Certificate and Biz SAFE Certificate respectively.

STAFF TRAINING

To ensure our Group’s future growth and sustainability given the competitive nature of the building and construction industry, it is essential that our staff is equipped with the relevant knowledge, skills and technical know-how. In this regard, we constantly carry out on-the-job training and enrol our employees in external training courses. Our staff training expenses are not significant for the period under review.

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GOVERNMENT REGULATIONS

The following is a summary of the laws and regulations, other than those generally applicable to companies and businesses incorporated and/or operating in Singapore, which would materially affect our current business operations in Singapore as at the Latest Practicable Date.

Licensing of builders

The Building Control Act and the Building Control (Licensing of Builders) Regulations 2008 (“BCLBR”) set out the requirements for licensing of builders. All builders carrying out building works where plans are required to be approved by the Commissioner of Building Control and builders who work in specialist areas which have a high impact on public safety will require a builder’s licence. Such requirements apply to both public and private construction projects.

There are two types of licences, namely, general builder’s licence for builders undertaking general building works, and specialist builder’s licence for builders undertaking any of the six types of specialist building works, namely: (a) piling works; (b) ground support and stabilisation works; (c) site investigation work; (d) structural steelwork; (e) pre-cast concrete work; and (f) in-situ post-tensioning work.

There are two classes of general builder’s licence, namely: (a) Class 1 general builder’s licence; and (b) Class 2 general builder’s licence. A Class 1 general builder’s licence authorises the holder thereof to carry on the business of a general builder generally without any restriction as to the estimated final price of each contract or engagement. A Class 2 general builder’s licence authorises the holder thereof to carry on the business of a general builder restricted to contracts or engagements for an estimated final price each of not more than S$6 million. A specialist builder’s licence authorises the holder thereof to carry on the business of a specialist builder for the class of specialist building works specified in the licence.

As a condition of every Class 1 general builder’s licence, all Class 1 general builders undertaking a project of value which is S$20 million or more will, from 16 June 2009, need to deploy a prescribed minimum number of construction personnel who are under the Construction Registration of Tradesmen (“CoreTrade”) Scheme. The CoreTrade Scheme is a registration scheme administered by the BCA, for skilled and experienced construction personnel in the various key construction trades. The objective of the CoreTrade Scheme is to build up a core group of local and experienced foreign workers in key construction trades to anchor and lead the workforce. With regard to the deployment requirements in respect of projects whose permits to carry out structural works are submitted to the BCA from 15 October 2011 onwards, new building works (including civil engineering works at mass rapid transit stations) will generally require construction supervisors and construction foremen in structural, architectural trades and M&E trades. Tradesmen in construction plant operation, architectural trades and M&E trades will also be involved in the project. The deployment requirements for A&A works are rather similar to those for new building works, except for the requirements for tradesmen where these tradesmen can be deployed from any of the 15 trades, even for projects where construction plant operation is not applicable. In civil engineering works (general), the deployment requirements for this class of projects only involve construction supervisors and construction foremen in structural trades and tradesmen in construction plant operation.

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Subject to the provisions of the Building Control Act, no person shall:

(a) advertise or hold himself out or conduct himself in any way or by any means as a person who is authorised to carry on the business of a general builder or a specialist builder in Singapore or assume, take or use (either alone or in combination with any other word, letter or device) the name or title of “licensed general builder” or, as the case may be, “licensed specialist builder”, or any name, title or description calculated to lead others to believe he is so licensed, or by words or conduct hold himself out as being so licensed, unless he is in possession of a general builder’s licence and a specialist builder’s licence, respectively; and

(b) (i) carry on the business of a general builder in Singapore unless he is in possession of a general builder’s licence; (ii) carry on a business carrying out, or undertaking to carry out, (whether exclusively or in conjunction with any other business) general building works and minor specialist building works or minor specialist building works only, unless he is in possession of a general builder’s licence; or (iii) carry on the business of a specialist builder in Singapore unless he is in possession of a specialist builder’s licence.

Any person who contravenes the above requirements shall be guilty of an offence and shall be liable on conviction to: (a) a fine not exceeding S$20,000 or to imprisonment for a term not exceeding 12 months or to both; (b) a further fine not exceeding S$500 for each day or part thereof the person fails, without reasonable excuse, to comply with the above requirements; and (c) in the case of a continuing offence after conviction, to a further fine not exceeding S$1,000 for every day or part thereof during which the offence continues after conviction.

The Commissioner of Building Control may, subject to certain conditions, by order revoke any general builder’s licence or specialist builder’s licence if he is satisfied, among others, that: (a) for a period exceeding 28 days, the licensed builder ceases to, or ceases to have any employee thereof, personally supervise the execution and performance of any general building works or specialist building works in Singapore undertaken by the licensed builder; (b) the licence had been obtained by fraud or misrepresentation; (c) the licensed builder has ceased to carry on business as a general builder or specialist builder, as the case may be, in Singapore; (d) the licensed builder has been declared bankrupt or has gone into compulsory or voluntary liquidation other than for the purpose of amalgamation or reconstruction; (e) the licensed builder has been convicted of an offence under the Building Control Act; or (f) the public interest or national security of Singapore so requires; and (g) the licensed builder has refused or failed to comply with an order of the Commissioner of Building Control made under certain circumstances. In any case in which the Commissioner of Building Control considers that no cause of sufficient gravity for revoking any general builder’s licence or specialist builder’s licence exists, he may by order: (a) suspend the licence for a period not exceeding six months; (b) impose on the builder concerned a financial penalty not exceeding S$20,000; (c) censure the builder concerned; or (d) impose such other direction or restriction as he considers appropriate on the builder’s business as general builder or specialist builder, as the case may be.

As at the Latest Practicable Date, Logistics Construction and Apex Projects are currently registered as a General Builder Class 1 and General Builder Class 2 which enables us to undertake general building work with unlimited contract value and contract value of up to S$6.0 million respectively.

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General builders may conduct the following specialist building works: (a) all specialist building works associated with minor specialist building works, (b) structural steelwork comprising fabrication and erection work for structures with a cantilever length of not more than three metres, a clear span of less than six metres and a plan area not exceeding 150 square metres; and (c) pre-cast concrete work comprising casting of pre-cast reinforced concrete slabs or planks on site. General builders may also conduct all types of construction works including the six types of specialist building works referred to above if the project does not require checks from an accredited checker.

Logistics Construction was fined S$500 in FY2011 with regard to an offence under the BCLBR for failing to furnish an updated manpower programme as at 18 November 2010. We have not contravened any offences under the BCLBR since then.

Contractors registration system

The contractors registration system is administered by the BCA. Its objective is to serve the procurement needs of government departments, statutory bodies and other public sector organisations including first level subcontractors involved in government projects and to enable registered contractors to tender for public sector projects. As at the Latest Practicable Date, there are seven major registration categories (comprising, among others, construction workhead (“CW”), construction related workhead (“CR”) and maintenance workhead (“MW”)) and seven financial grades for CW and six financial grades for CR and MW. Applicants are expected to meet the specific registration requirements for each workhead and should satisfy the BCA that they have sufficient financial resources to meet the financial commitments for the respective workheads and grades, and that they have the necessary full-time personnel resources stationed in Singapore to undertake the work corresponding to the registration workhead applied for.

As at the Latest Practicable Date, Logistics Construction is registered with the following BCA workheads:

(a) Logistics Construction

Grading and Workhead and description tendering limit Expiry date

CW01 A2 1 January 2015 All types of building works in connection with any with a tendering structure, being built or to be built, for the support, limit of up to shelter and enclosure of persons, animals, chattels S$85.00 million or movable property of any kind, requiring in its construction the use of more than two unrelated building trades and crafts. Such structure includes the construction of multi-storey car parks, buildings for parks and playgrounds and other recreational works, industrial plants, and utility plants. Scope of work includes the addition and alteration works on buildings involving structural changes and installation of roofs

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Grading and Workhead and description tendering limit Expiry date

CW02 C3 1 January 2015 (i) Works involving concrete, masonry and steel with a tendering in bridges, sewers, culverts, reservoirs, limit of up to retaining walls, canals, drainage systems, S$0.65 million underground structures, cutting and filling of embankment, river banks, excavation of deep trenches, scraping of sub-soil, surface drainage works, flexible pavement, rigid pavement or laterite roads, bus bays, open car parks and related works such as kerbs and footways

(ii) Works involving dredging in canal, river and offshore for the purpose of deepening and extraction of mineral or construction material. It also includes reclamation works

(iii) Works involving marine piling and the construction of marine structures such as jetties, wharves, sea and river walls. The head does not cover the construction and fabrication of marine crafts, pontoons and oilrigs or any floating platform

CR06 L4 1 January 2015 Interior design, planning and the decoration of with a tendering buildings. This includes ceiling panels, partitions, limit of up to built-in fitments, raised floor works, plastering and S$6.50 million tiling

(b) Apex Projects

Grading and Workhead and description tendering limit Expiry date

CW01 C1 1 June 2015 All types of building works in connection with any with a tendering structure, being built or to be built, for the support, limit of up to shelter and enclosure of persons, animals, chattels S$4.00 million or movable property of any kind, requiring in its construction the use of more than two unrelated building trades and crafts. Such structure includes the construction of multi-storey car parks, buildings for parks and playgrounds and other recreational works, industrial plants, and utility plants. Scope of work includes the addition and alteration works on buildings involving structural changes and installation of roofs

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Grading and Workhead and description tendering limit Expiry date

CW02 C3 1 June 2015 (i) Works involving concrete, masonry and steel with a tendering in bridges, sewers, culverts, reservoirs, limit of up to retaining walls, canals, drainage systems, S$0.65 million underground structures, cutting and filling of embankment, river banks, excavation of deep trenches, scraping of sub-soil, surface drainage works, flexible pavement, rigid pavement or laterite roads, bus bays, open car parks and related works such as kerbs and footways

(ii) Works involving dredging in canal, river and offshore for the purpose of deepening and extraction of mineral or construction material. It also includes reclamation works

CR06 L1 1 June 2015 Interior design, planning and the decoration of with a tendering buildings. This includes ceiling panels, partitions, limit of up to built-in fitments, raised floor works, plastering and S$0.65 million tiling

MW03 L1 1 June 2015 Provision of landscaping services including tree with a tendering planting and turfing limit of up to S$0.65 million

Approval of plans of building works

Under the Building Control Act: (a) an application for approval of the plans of any building works; and (b) an application for a permit to carry out structural works in any building works, must be made to the Commissioner of Building Control.

An application for approval of the plans of any building works must be accompanied by, among others: (a) the names and particulars of the appropriate person who is registered as an architect under the Architects Act (Chapter 12) of Singapore (“Architects Act”) and has in force a practicing certificate issued under the Architects Act or a professional engineer under the Professional Engineers Act (Chapter 253) of Singapore (“Professional Engineers Act”) and has in force a practicing certificate issued under the Professional Engineers Act (collectively, “Qualified Persons”) whom the developer or builder of the building works has appointed to prepare the plans of those building works, and where the building works comprise wholly or partly of any

93 GENERALINFORMATIONONOURGROUP geotechnical building works, the geotechnical engineer whom the developer or builder of the building works has appointed to prepare the plans relating to the geotechnical aspects of those underground building works; (b) the plans of the building works prepared in accordance with the building regulations; (c) the certificate (in the form prescribed) signed by the Qualified Person appointed to prepare the plans of those building works, certifying that he prepared those plans; and (d) in the case of major building works, a certificate by an accredited checker stating that he has checked the plans relating to those building works and that, to the best of his knowledge and belief, the plans so checked do not show any inadequacy in the key structural elements of the building to be erected or affected by those building works, and where the building works comprise wholly or partly of any geotechnical building works, another certificate by a specialist accredited checker (who may or may not be the same accredited checker referred to above) stating that the specialist accredited checker has checked the geotechnical aspects of those geotechnical building works and that, to the best of his knowledge and belief, there is no inadequacy in the geotechnical aspects relating to those geotechnical building works.

An application for a permit to carry out structural works must be accompanied by, among others: (a) the names and particulars of the Qualified Person appointed under the Building Control Act to supervise the carrying out of those building works, and where the building works comprise wholly or partly of any geotechnical building works, the geotechnical engineer who has been appointed to supervise the geotechnical aspects of those underground building works; (b) the builder’s acceptance of his appointment in respect of the structural works and his undertaking of responsibility for strict compliance with the provisions of the Building Control Act and the building regulations both signed by the builder; and (c) a signed confirmation by the Qualified Person of his appointment in respect of the building works and a signed notice of the names and particulars of the site supervisor, or all members of the team of site supervisors, the Qualified Person has appointed in respect of the structural works in accordance with the Building Control Act.

Except as otherwise provided in the Building Control Act or the building regulations:

(a) (i) all building works must be carried out under the supervision of an appropriate Qualified Person; (ii) the structural elements of all such building works as are prescribed in the building regulations shall be carried out under the full-time supervision of a site supervisor, or a team of site supervisors, working under an appropriate Qualified Person’s control and direction; and (iii) concreting, piling, pre-stressing, tightening of high-friction grip bolts, the construction of earth retaining and stabilising structures or other critical structural works of all such building works as are prescribed in the building regulations shall be carried out under the immediate supervision of an appropriate Qualified Person or a site supervisor, or a team of site supervisors, working under an appropriate Qualified Person’s control and direction; and

(b) no person shall commence or carry out the geotechnical aspects of any geotechnical building works except under the supervision of a qualified geotechnical engineer or under the full-time supervision of a site supervisor or a team of site supervisors appointed by such qualified geotechnical engineer and working under his control and direction.

Under the Building Control Act, a builder undertaking any building works shall, among others: (a) ensure that the building works are carried out in accordance with: (i) the provisions of the Building Control Act; (ii) subject to the Building Control Act, the building regulations; (iii) the relevant plans approved by the Commissioner of Building Control and supplied to him by a Qualified Person and a geotechnical engineer (where applicable); and (iv) any terms and conditions imposed by the Commissioner of Building Control in accordance with the Building Control Act and building regulations; (b) notify the Commissioner of Building Control of any contravention of the Building Control Act or the building regulations relating to those building works of which the builder knows

94 GENERALINFORMATIONONOURGROUP or ought reasonably know; and (c) keep at the premises on which the building works are carried out, and make available on request (at a reasonable time) by any specialist builder appointed in respect of specialist building works comprised in those same building works, all plans of those building works approved by the Commissioner of Building Control and supplied to him by a Qualified Person and a geotechnical engineer (where applicable); (d) within seven days of 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 that certificate to the Commissioner of Building Control; and (e) notify the Commissioner of Building Control of the appointment and termination of appointment of any specialist builder appointed by the builder in respect of specialist building works comprised in those same building works.

The Building Control Regulations 2003 sets out certain requirements relating to, among others, design and construction and the installation of exterior features. Under the Building Control Regulations 2003: (a) no person shall, without the permission of the Commissioner of Building Control, install any lift in any building; and (b) any person who desires to install an air-conditioning unit on the exterior of any building or which projects outwards from any building must engage a trained air-conditioning unit installer to carry out the installation works relating to the air- conditioning unit.

Under the Building Control Act, if the Commissioner of Building Control is of the opinion that any building works are being carried out in such a manner as: (a) will cause, or will be likely to cause, a risk of injury to any person or damage to any property; (b) will cause, or will be likely to cause, or may have caused a total or partial collapse of the building in respect of which the building works are or have been carried out or any building, street or natural formation opposite, parallel, adjacent or in otherwise close proximity to those building works, or any part of any such building, street, slope or land; or (c) will render, or will be likely to render, or may have rendered the building in respect of which the building works are or have been carried out or any building, street, slope or natural formation opposite, parallel, adjacent or in otherwise close proximity to those building works, or any part of any such building, street or land, so unstable or so dangerous that it will collapse or be likely to collapse (whether totally or partially), the Commissioner of Building Control may do either or both of the following:

(a) engage a Qualified Person or a specialist to carry out such investigations and tests as may be necessary and to advise the Commissioner of Building Control on all matters relating to the safety of the building in respect of which the building works are or have been carried out or the building, street, slope or natural formation opposite, parallel, adjacent or in otherwise close proximity to those building works, as the case may be, the reasons for its collapse (if applicable) and the measures that should be taken to obviate any possible danger that might arise from the condition of the building; and/or

(b) order the developer of those building works:

(i) to immediately stop the building works; and/or

(ii) to carry out or cause to be carried out (at the developer’s cost) such inspection as the Commissioner of Building Control may specify of: (aa) the building in respect of which the building works are or have been carried out; and/or (bb) the building, street, slope or natural formation opposite, parallel, adjacent or in otherwise close proximity to those building works; and/or

(iii) to execute or cause to be executed (at the developer’s cost) such building works as the Commissioner of Building Control may specify (which may include retrofitting); and/or

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(iv) to demolish or cause to be demolished (at the developer’s cost) the building in respect of which the building works are or have been carried out or any part thereof, and remove any rubbish resulting from the demolition,

for the purpose of obviating any danger or preventing any situation referred to above from happening.

Under the Fire Safety Act (Chapter 109A) of Singapore (“Fire Safety Act”), the person for whom any proposed fire safety works are to be commenced or carried out in any building must apply to the Commissioner of Civil Defence for approval of the plans of the fire safety works. An application for the approval of plans of any fire safety works must be in such form as the Commissioner of Civil Defence may provide and must be accompanied by, among others, (a) the following plans of fire safety works: (i) building plans; (ii) air-conditioning and mechanical ventilation plans; and (iii) fire protection plans: and (b) a notification signed by the applicant of the appointment of: (i) the qualified person who prepared the plans of fire safety works; and (ii) where the plans contain any alternative solution, the fire safety engineer who prepared or supervised the preparation of the plans, and a confirmation of such appointment signed by the qualified person and, where applicable, the fire safety engineer. Except as otherwise provided in the Fire Safety Act or any regulations made thereunder, 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 Commissioner of Civil Defence has approved all the plans of the fire safety works. Any person for whom any fire safety works had been carried out and completed must apply to the Commissioner of Civil Defence and obtain a fire safety certificate in respect of the completed fire safety works. Where, in the opinion of the Commissioner of Civil Defence, any fire safety works are carried out or have been carried out in contravention of the Code of Practice for Fire Precautions in Buildings published by the Commissioner of Civil Defence, and includes any code, standard, rule, specification or provision adopted by the Commissioner of Civil Defence in lieu thereof, or any of the provisions of the Fire Safety Act or any regulations made thereunder (“Unauthorised Fire Safety Works”), the Commissioner of Civil Defence may by order in writing require: (a) the cessation of the Unauthorised Fire Safety Works until such order is withdrawn; (b) such work or alteration to be carried out to the Unauthorised Fire Safety Works or the building or part thereof to which the Unauthorised Fire Safety Works relate as may be necessary to cause the Unauthorised Fire Safety Works to comply with the Code of Practice for Fire Precautions in Buildings published by the Commissioner of Civil Defence, and includes any code, standard, rule, specification or provision adopted by the Commissioner of Civil Defence in lieu thereof, and any of the provisions of the Fire Safety Act and any regulations made thereunder; or (c) the demolition of the building or part thereof to which the Unauthorised Fire Safety Works relate.

Building and Construction Industry Security of Payment Act

The Building and Construction Industry Security of Payment Act (Chapter 30B) of Singapore (“BCISPA”), regulated by the BCA, confers a statutory entitlement to a progress payment 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, among others: (a) the amount of a progress payment to which a person is entitled under a contract; (b) the valuation of construction work carried out, or goods or services supplied, under a contract; and (c) 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, among others, endorses the following rights:

(a) the right of a claimant (being a person who is or claims to be entitled to a progress payment under the BCISPA) who, in relation to a construction contract, fails to receive payment by the due date of the response amount (being the amount that a respondent (being a person who is or may be liable to make a progress payment under a contract to a claimant) proposes to pay to a claimant in a payment response (being a response to a payment claim made by a respondent) which the claimant has accepted, to make an adjudication application in relation to the relevant payment claim;

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(b) the right of a claimant to suspend the carrying out of construction work, or the supply of goods or services, under a contract;

(c) the right of a claimant to have a lien on goods supplied by the claimant to the respondent under the contract concerned that are unfixed and which have not been paid for;

(d) where a party to an adjudication fails to pay the whole or any part of the adjudicated amount to any other party, the right of the aggrieved party to apply for and enforce the adjudication determination as if it were a judgment debt; and

(e) where a 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, or the whole or part of the goods or services that are, the subject of the contract between the respondent and the claimant) to make payment of the amount outstanding, or any part thereof to the claimant, together with the right to recover such payment from the respondent as a debt due from the respondent.

Workplace safety and health measures

The key legislation on workplace safety and health is provided for by the Workplace Safety and Health Act (Chapter 354A) of Singapore (“WSHA”), an act relating to the safety, health and welfare of persons at work in workplaces, which is administered by the Commissioner for Workplace Safety and Health. Under the 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. These measures include: (a) providing and maintaining for his employees at work a work environment which is safe, without risk to health, and adequate as regards facilities and arrangements for their welfare at work; (b) ensuring that adequate safety measures are taken in respect of any machinery, equipment, plant, article or process used by his employees at work; (c) ensuring that his employees at work 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 the control of the employer; (d) developing and implementing procedures for dealing with emergencies that may arise while his employees are at work; and (e) ensuring that his employees at work have adequate instruction, information, training and supervision as is necessary for them to perform their work.

The WSHA empowers an inspector appointed under the WSHA to, among others: (a) enter, inspect and examine at any time any workplace; (b) inspect and examine any machinery, equipment, plant, installation or article at any workplace or a place of which a workplace forms a part; (c) require the production of workplace records, certificates, notices and documents kept or required to be kept under the WSHA, and to inspect, examine and make a copy of any of them; (d) make such examination and inquiry as may be necessary to ascertain whether the provisions of the WSHA are complied with, so far as regards any workplace and any person at work; (e) take samples of any material or substance found in a workplace or being discharged from any workplace for the purpose of analysis or test; (f) assess the levels of noise, illumination, heat or harmful or hazardous substances in any workplace and the exposure levels of persons at work therein; and (g) require any person to produce any article which is relevant to any investigation or inquiry under the WSHA and, if necessary, to take into custody any such article.

Under the WSHA, if the Commissioner for Workplace Safety and Health is satisfied that: (a) any 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 work or process carried on in the workplace cannot be carried on with due regard to the safety, health and welfare of persons at work; (b) any person

97 GENERALINFORMATIONONOURGROUP has contravened any duty imposed by the WSHA; or (c) any person has done any act, or has refrained from doing any act which, in the opinion of the Commissioner for Workplace Safety and Health, poses or is likely to pose a risk to the safety, health and welfare of persons at work, the Commissioner for Workplace Safety and Health may serve a remedial order or a stop-work order in respect of a workplace on: (a) any person who is in control of the workplace, or the work or process carried out in the workplace; (b) any person whose duty under the WSHA is to ensure the safety, health and welfare of any person at work in the workplace; or (c) any person who poses or is likely to pose a risk to the safety, health and welfare of any person at work in the workplace. A remedial order shall: (a) direct the person served with the order to take such measures, to the satisfaction of the Commissioner for Workplace Safety and Health: (i) to remedy any danger so as to enable the work or process in the workplace to be carried on with due regard to the safety, health and welfare of the persons at work; (ii) to comply with any duty imposed under the WSHA; or (iii) to do or refrain from doing any act which, in the opinion of the Commissioner for Workplace Safety and Health, poses or is likely to pose a risk to the safety, health and welfare of persons at work; and (b) specify the date on which it is to take effect and the period (which shall run from the date of the remedial order takes effect) within which any step required by the order shall be taken. A stop-work order shall: (a) direct the person served with the order to immediately cease to carry on any work or process: (i) indefinitely; or (ii) until such measures as are required by the Commissioner for Workplace Safety and Health have been taken, to the satisfaction of the Commissioner for Workplace Safety and Health, to remedy any danger so as to enable the work or process in the workplace to be carried on with due regard to the safety, health and welfare of the persons at work; and (b) specify the date on which it is to take effect.

More specific duties imposed on an employer and/or occupier of a workplace are set out in the following regulations:

(a) Workplace Safety and Health (General Provisions) Regulations

Under the Workplace Safety and Health (General Provisions) Regulations (“WSHGPR”), the duties imposed on an employer and/or occupier of a workplace include, among others, (i) taking effective measures to protect any person at work in any workplace from the harmful effects of any exposure to any infectious agents or biohazardous material which may constitute a risk to his health; (ii) ensuring that while work is carried on in the workplace, the workplace is not overcrowded so as to pose safety and health risks to the persons at work therein; (iii) ensuring that every workroom of the workplace is provided with adequate ventilation; (iv) providing and maintaining sufficient and suitable lighting, whether natural or artificial, in every part of the workplace in which persons are at work or passing; (v) in any workplace where any process is carried on which renders the floor liable to be wet, providing and maintaining, as far as is reasonably practicable, effective means for draining off the wet in any workplace; (vi) providing, maintaining and keeping clean, sufficient and suitable sanitary conveniences for the persons at work in the workplace, and providing and maintaining sufficient and suitable lighting for these sanitary conveniences; (vii) in any workplace where persons are at work in any process or operation which involves exposure to vibration which may constitute a risk to their health, providing, so far as is reasonably practicable, effective means to reduce the vibration; (viii) taking all reasonably practicable measures to ensure that persons at work in the workplace are protected from excessive heat or cold and harmful radiations; (ix) ensuring that in every workplace where a prime mover is used, every flywheel connected to the prime mover and every moving part of the prime mover is securely fenced, whether the flywheel or prime mover is situated in the engine house or not; (x) ensuring that every dangerous part (including any flywheel) of any electric generator, motor, transmission machinery or other machinery in the workplace is securely fenced unless the dangerous part of the generator, motor or machinery is in such position or of such

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construction as to be safe to every person at work in the workplace as it would be if securely fenced, or is made safe for persons at work in the workplace by other effective means which will protect the persons from being injured by the dangerous part when that part is in motion or in use; (xi) ensuring that every electrical installation and electrical equipment in the workplace is of good construction, sound material and free from defects, and is used and maintained in such manner so that it is safe to use; (xii) establishing and implementing lock-out procedures relating to the inspection, cleaning, repair or maintenance of any plant, machinery, equipment or electrical installation in the workplace that, if inadvertently activated or energised, is liable to cause bodily injury to any person; (xiii) where any tank, structure, sump or pit in a workplace contains any scalding, burning, corrosive or toxic liquid and the edge of the tank, structure, sump or pit is less than one metre above the highest ground or platform from which a person might fall into it, ensuring that the tank, structure, sump or pit is securely covered or is securely fenced to a height of at least one metre above that ground or platform, or where by reason of the nature of the work, neither secure covering nor securing fencing to that height is practicable, all reasonably practicable steps are taken by covering, fencing or other means to prevent any person from falling into the tank, structure, sump or pit; and (xiv) ensuring that any self-acting machine in the workplace poses no risk to safety and health of any person working in the workplace.

In addition, under the WSHGPR, no hoist or lift and lifting gear of whatever material shall be used in a workplace and no lifting appliance or lifting machine shall be used unless an authorised examiner has tested and examined the hoist or lift after its installation, the lifting gear and the lifting appliance or lifting machine, and issued and signed a certificate of test and examination, specifying the safe working load of the hoist or lift, the lifting gear and the lifting appliance or lifting machine. Such certificate of test and examination shall be kept available for inspection.

It is the duty of: (a) the occupier of a workplace in which a hoist or lift or any lifting appliance or lifting machine is used to comply with the provisions of the WSHGPR; and (b) the owner of a lifting gear to ensure that it is of good construction, sound material, adequate strength and free from patent defect, and properly maintained, and it is the duty of the occupier of a workplace to keep a register containing such particulars as the Commissioner for Workplace Safety and Health may specify with respect to the lifting gears, lifting appliances and lifting machines.

Logistics Construction was fined S$1,000 in FY2010 with regard to an offence under the WSHGPR for failing to provide secure foothold and handhold to person who has to work at a place from which he was liable to fall a distance of more than 2 metres so far as is reasonably practicable for ensuring his safety, to wit, worker was not provided with secure foothold and handhold while carrying out welding works on the bracing. We have not contravened any offences under the WSHGPR since then.

(b) Workplace Safety and Health (Incident Reporting) Regulations

Under the Workplace Safety and Health (Incident Reporting) Regulations (“WSHIRR”), the duties imposed on an employer and/or occupier of a workplace include, among others, (i) where any accident at a workplace occurs which leads to the death of any employee or any person who is not at work or of any self-employed person, notifying the Commissioner for Workplace Safety and Health of the accident as soon as is reasonably practicable; (ii) where any dangerous occurrence occurs at a workplace, notifying the Commissioner of the occurrence as soon as is reasonably practicable; (iii) where an employee meets with an accident at a workplace and he is granted more than three consecutive days of sick leave by

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a registered medical practitioner for that injury, or is admitted in a hospital for at least 24 hours for observation or treatment, submitting a report to the Commissioner for Workplace Safety and Health not later than ten days after the accident, and where such employee subsequently dies as a result of the injury, notifying the Commissioner for Workplace Safety and Health of the death; (iv) where an employee suffers an occupational disease specified in the WSHA at a workplace, and the employer of that employee receives a written statement prepared by a registered medical practitioner diagnosing the occupational disease, submitting a report to the Commissioner for Workplace Safety and Health not later than ten days after receipt of the written diagnosis; (v) keeping a record of every notification or report made by him under the WSHIRR; (vi) keeping every record made by him for a period of three years from the time of the notification or report, as the case may be; and (vii) furnishing the Commissioner for Workplace Safety and Health with such extracts of his records as the Commissioner for Workplace Safety and Health may from time to time require.

Under the Workplace Safety and Health (First-Aid) Regulations, the duties imposed on an occupier of a workplace include, where any person in a workplace may be exposed to toxic or corrosive substances, making provision for the emergency treatment of the person if so required by the Commissioner for Workplace Safety and Health.

(d) Workplace Safety and Health (Risk Management) Regulations

Under the Workplace Safety and Health (Risk Management) Regulations (“WSHRMR”), the duties imposed on an employer, self-employed person and/or principal include, among others, (i) conducting a risk assessment in relation to the safety and health risks posed to any person who may be effected by his undertaking in the workplace; (ii) take all reasonably practicable steps to eliminate any foreseeable risk to any person who may be affected by his undertaking in the workplace; (iii) maintaining a record of any risk management conducted under the WSHRMR, and any measure or safe work procedure implemented under the WSHRMR, and submitting such record to the Commissioner for Workplace Safety and Health when required by him from time to time; (iv) take all reasonably practicable steps to ensure that any person in the workplace who may be exposed to a risk to his safety and health is informed of the nature of the risk involved and any measure or safe work procedure implemented under the WSHRMR; and (v) reviewing and, if necessary, revising the risk assessment referred to above at least once every three years, and notwithstanding this, reviewing and revising such risk assessment upon the occurrence of any bodily injury to any person as a result of exposure to a hazard in the workplace or where there is a significant change in work practices or procedures.

(e) Workplace Safety and Health (Construction) Regulations 2007

Under the Workplace Safety and Health (Construction) Regulations 2007 (“WSHCR”), the duties imposed on the occupier of a worksite include, among others: (i) convening such site co-ordination meetings as are necessary with due regard to the progress of the works which are, or are to be, carried out in the worksite for the purpose of co-ordinating such works so as to ensure that safety, health and welfare of persons at work in the worksite, and ensuring that every meeting is presided by the project manager of the worksite and attended by every person (being a supervisor, an engineer, a workplace safety and health co-ordinator or a workplace safety and health officer) who is involved in any work or process being co-ordinated in the worksite and any other person who oversees any such work or process; (ii) appointing a workplace safety and health co-ordinator in respect of every worksite where

100 GENERALINFORMATIONONOURGROUP the contract sum of the building operation or works of engineering construction carried out therein is less than S$10 million; (iii) in respect of a worksite at which any high-risk construction work (like demolition work, excavation and trenching work in a tunnel or hole in the ground exceeding 1.5 metres depth, lifting operations involving tower, mobile or crawler crane, piling work, tunnelling work, work on a scaffold where a person could fall more than 2 metres and work involving entry into a confined space) is or is to be carried out: (aa) appointing a project manager for the worksite; (bb) appointing a safety assessor (who shall be either a workplace health and safety officer for the worksite or a competent person), and ensuring that no person is appointed as a safety assessor unless the person is one whom the occupier reasonably believes is competent to perform the functions and duties of a safety assessor; and (cc) taking, so far as is reasonably practicable, such measures as are necessary to ensure that a permit-to-work system in accordance with the WSHCR is implemented for that worksite; (iv) in respect of a worksite with a supporting structure, taking, so far as is reasonably practicable, such measures as are necessary to ensure that the supporting structures complies with the WSHCR, and obtaining an endorsement in respect of the supporting structure under the WSHCR; (v) ensuring that no wall, chimney or other structure or part of a structure in the worksite shall be left unsecured or unshored in such condition that it may fall, collapse or weaken due to wind pressure, vibration or any work being carried out in the worksite or in the vicinity of the worksite; (vi) taking, so far as is reasonably practicable, such measures as are necessary to comply with the WSHCR at the worksite where a person is liable to fall a distance of more than two metres; (vii) where in a worksite, any person carries out any work on any roof from which he is liable to fall off or through a distance of more than two metres, providing: (aa) sufficient and secured anchorage for the attachment of safety harness in the course of the person’s work; and (bb) protection of the person against any sliding or fall from the roof; (viii) ensuring that adequate overhead protection is provided in the worksite against objects that could fall on or otherwise hit persons; (ix) ensuring that at the worksite: (aa) all passageways, stairs, platforms and other means of access or places of work in the worksite are kept free from debris or protruding objects or any other obstruction that could cause tripping; and (bb) any sharp projection which is present in any passageway, stair, platform and other means of access or place of work in the worksite and which may injure any person is removed or otherwise made safe; (x) ensuring that: (aa) every runway and ramp in the worksite is adequately constructed and securely braced and supported in relation to the span; (bb) every runway and ramp for motor vehicles in the worksite is constructed in accordance with the design and drawings of a professional engineer; and (cc) no person in the worksite shall use any such runway or ramp for motor vehicles in the worksite unless a certificate under the WSHCR has been issued in respect of that runway or ramp; (xi) where a building under construction in the worksite is more than two storeys high, providing designated entry and access at the ground floor with adequate overhead protective cover for persons entering or leaving the building, and taking all reasonably practicable measures to prevent any person from entering or leaving the worksite by or through other means of entry and access; (xii) where in a worksite, work is carried out by persons required to work between different levels of a building or structure, taking, so far as is reasonably practicable, such measures as are necessary to ensure safe means of access to and egress from the different levels of the building or structure at all times; (xiii) providing and maintaining in the worksite: (aa) sufficient and suitable lighting, whether natural or artificial, in every part of the worksite in which persons are at work or passing; and (bb) emergency lighting for use in the event of a power failure affecting the general lighting, and ensuring that the level of illumination provided by the emergency lighting shall be sufficient in intensity and distribution to allow for the safe evacuation or rescue of persons in the worksite; (xiv) where any electrical installation is used in the worksite, ensuring: (aa) that the electrical installation is effectively earthed where these have provisions made for earthing; (bb) that any exposed metal part of the electrical installation, other than the current carrying part, which is liable to become energised in the event of a

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failure in the insulation is effectively earthed; and (cc) where the electrical installation is connected to any bare wire or other uninsulated live conductor, that no bare wires or other uninsulated live conductors are located at any place in a worksite where a person may work or pass, unless such wires or conductors are effectively insulated or guarded by a fence or other barrier, or the person working or passing is an electrical worker licensed under the Electricity Act (Chapter 89A) of Singapore to carry out such electrical works on the wires or conductors; (xv) where any electrical installation is used in the worksite, ensuring that: (aa) effective residual current circuit breakers are installed for all temporary electrical installations to provide earth leakage protection; and (bb) overcurrent protective devices with the appropriate ratings are installed in the distribution board to provide overcurrent or short- circuit protection; (xvi) where any electrical installation is used in the worksite, ensuring that no fuse is used in the final circuit of any electrical installation; (xvii) where any industrial plug and socket-outlet is used in the worksite, ensuring that the plug and socket-outlet used for connecting any electrical equipment to a temporary electrical installation is of heavy duty industrial type; (xviii) ensuring that: (aa) circuit breakers used for the final circuits of any distribution board and socket-outlet assembly in the worksite are housed in an enclosure; and (bb) the enclosure is constructed so as: (A) to fully enclose all live electrical parts within the enclosure, (B) to allow any of the circuit breakers to be switched on or off without having to open the enclosure; and (C) to be of weather-proof construction; (xix) where any lighting, electric hand-held tools and inspection lamps and lights are used underground or in a confined space, ensuring that: (aa) the electricity supply for lighting and electric hand-held tools is provided by means of a step-down transformer having a secondary voltage not exceeding 110 volts centre point earthed; and (bb) the electric hand-held tools and inspection lamps and lights are operated at a voltage not exceeding 55 volts between the conductor and earth; and (xx) ensuring that debris shall not be allowed to accumulate so as to constitute a hazard in the worksite.

Logistics Construction was fined S$2,000, S$500 and S$500 in FY2010, FY2012 and 1 July 2012 up to the Latest Practicable Date respectively with regard to 3 offences, 3 offences and an offence respectively under the WSHCR various offences.

(f) Workplace Safety and Health (Confined Spaces) Regulations 2009

Under the Workplace Safety and Health (Confined Spaces) Regulations 2009 (“WSHCSR”), the duties imposed on the employer, the principal under whose direction a person enters and works in a confined space and/or occupier of a workplace include, among others: (i) taking, so far as is reasonably practicable, measures to ensure that the means of entry into and egress from any confined space in the workplace are safe and without risks to the health of every person entering or leaving the same; (ii) in respect of a confined space which contains any substance under pressure greater than atmospheric pressure, ensuring that the entrance cover of the confined space is not removed unless the confined space is depressurised and rendered safe for opening, and when such entrance cover is removed, the opening to the confined space is barricaded or guarded by railings or other effective means, to prevent any person or object from falling into the confined space; (iii) ensuring that there is sufficient and suitable lighting for such entry into or work in the confined space; (iv) ensuring that the ventilation in the confined space complies with WSHCSR; (v) appointing a person whom he believes is competent to carry out the duties of an authorised manager and a confined space safety assessor, as an authorised manager and a confined space safety assessor for the confined space respectively; (vi) ensuring that all measures necessary to ensure the safety and health of a person entering or working in a confined space are taken and in place at all times during his entry into, stay or work in the confined space; (vii) informing the authorised manager for the confined space when the person entering or

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working in the confined space has left the confined space after achieving the purpose of the entry or completing the work, as the case may be; (viii) ensuring that: (aa) the atmosphere in the confined space is tested by a confined space safety assessor at such intervals as is necessary to evaluate the safety and health of the person entering or working in the confined space; (bb) if there are two or more persons present in the confined space, at least one of them continuously monitors the atmosphere in the confined space with a suitable gas detector; and (cc) if a hazardous atmosphere in a confined space is detected by the tests or continuous monitoring referred to above: (A) all persons in the confined space shall vacate the confined space immediately; (B) an evaluation is made to determine how the hazardous atmosphere developed; and (C) no person re-enters the confined space until a new confined space entry permit is issued by the authorised manager for the confined space; (ix) clearly posting a notice at the entrance of the confined space to warn persons of the hazards of the confined space unless a copy of the confined space entry permit in respect of the confined space is posted there in accordance with WSHCSR or there is no entrance which persons may use to enter the confined space; (x) ensuring, before a person enters or works in a confined space, that the person has first received adequate safety and health training for the purpose of familiarising himself with the hazards associated with such entry into or work in the confined space and the precautions to be observed; (xi) where any person conducts oversight or supervisory work in a confined space, ensuring that such person has first received adequate safety and health training to ensure that the work which the person oversees or supervises can be carried out safely; (xii) appointing a confined space attendant before such entry or work; (xiii) establishing a written rescue plan for the purpose of rescuing persons in the confined space in the event of an emergency; (xiv) appointing persons to carry out rescue work and ensure that such persons have first received adequate training in rescue operation including first-aid and the proper use of personal protective equipment and other equipment necessary for carrying out a rescue operation in the confined space; and (xv) ensuring that there is a sufficient supply of suitable breathing apparatus, safety harness and ropes, suitable rescue equipment and suitable reviving apparatus which are kept readily available, properly maintained and thoroughly examined by a competent person at least once a month or at such other intervals as the Commissioner for Workplace Safety and Health may require.

(g) Workplace Safety and Health (Safety and Health Management System and Auditing) Regulations 2009

Under the Workplace Safety and Health (Safety and Health Management System and Auditing) Regulations 2009 (“WSHSHMSAR”), the duties imposed on the occupier of a workplace include, among others: (i) implementing a safety and health management system for the purpose of ensuring the safety and health of persons at work in the workplace; (ii) appointing a workplace safety and health auditor to audit the safety and health management system of the workplace at a frequency as specified in the WSHSHMSAR, having the workplace audited within such period as the Commissioner for Workplace Safety and Health may direct under the WSHSHMSAR; and implementing, as far as is reasonably practicable, the recommendations of the workplace safety and health auditor appointed under the WSHSHMSAR without undue delay; (iii) appointing a workplace safety and health auditor as directed by the Commissioner for Workplace Safety and Health, and implementing, as far as is reasonably practicable, the recommendations of the workplace safety and health auditor appointed under the WSHSHMSAR without undue delay; and (iv) ensuring that the workplace safety and health auditor appointed under the WSHSHMSAR in respect of the workplace is not a partner, an officer, an employee or an associate of the occupier of the workplace.

(h) Workplace Safety and Health (Noise) Regulations 2011

Under the Workplace Safety and Health (Noise) Regulations 2011 (“WSHNR”), the duties imposed on the occupier of a workplace include, among others: (i) taking, so far as is reasonably practicable, such measures to reduce or control the noise from any machinery or 103 GENERALINFORMATIONONOURGROUP

equipment used, so that no person at work in the workplace is exposed or is likely to be exposed to excessive noise; (ii) taking, so far as is reasonably practicable, such measures to reduce or control the noise from any process, operation or work carried on by him in a workplace, so that no person at work in the workplace is exposed or is likely to be exposed to excessive noise, and where it is not practicable to reduce the noise, limiting the duration of time persons at work in the workplace are exposed to the noise so that such persons are not exposed to excessive noise; (iii) where there are 50 or more relevant persons employed or working in a workplace, appointing a competent person to advise on all proper noise control measures, and so far as is reasonably practicable, implementing such measures as advised by the competent person; (iv) where there are ten or more relevant persons employed or working in a workplace, causing noise monitoring to be carried out at least once every three years, or earlier if any change in machinery, equipment, process, operation, work, control or other condition is likely to cause any such person to be exposed to excessive noise; and (v) ensuring that warning signs that comply with WSHNR are posted at all entrances to or at the periphery of all areas of the workplace in which any person is exposed or is likely to be exposed to excessive noise.

(i) Workplace Safety and Health (Operation of Cranes) Regulations 2011

Under the Workplace Safety and Health (Operation of Cranes) Regulations 2011 (“WSHOCR”), the duties imposed on the employer of a person who operates a crane or the principal under whose direction such person operates the crane include, among others: (i) establishing and implementing a lifting plan which shall be in accordance with the generally accepted principles of safe and sound practice, and ensuring that such lifting plan is made available for inspection upon request by an inspector; (ii) ensuring that no person, other than a registered crane operator, is employed, permitted or made to operate a mobile crane (not being a lorry loader) or tower crane in a workplace; (iii) appointing a lifting supervisor before any lifting operation involving the use of any crane is carried out in a workplace, and not appointing any person as a lifting supervisor for any lifting operation involving the use of a crane in a workplace unless the person is one who has successfully completed a training course acceptable to the Commissioner for Workplace Safety and Health to equip him to become a lifting supervisor, and has, in the opinion of the responsible person, such relevant experience in lifting operations for a period of not less than one year before the appointment as a lifting supervisor; and (iv) appointing a rigger and a signalman before any lifting operation involving the use of any mobile crane or tower crane is carried out in the workplace by a crane operator, and not appointing any person as a rigger or signalman in a workplace unless the person has successfully completed a training course acceptable to the Commissioner for Workplace Safety and Health to equip him to be a rigger or signalman, and ensuring that the rigger or signalman who is appointed under the WSHOCR is attired in such a way as would distinctively identify him as a rigger or signalman.

Logistics Construction was fined S$1,000 for the period from 1 July 2012 up to the Latest Practicable Date with regard to an offence under the WSHOCR for failing to establish and implement a lifting plan which was in accordance with the generally accepted principles of safe and sound practice, to wit, the lifting plan established did not address whether the safe working load of the mobile crane was adequate to lift the concrete bucket which resulted in a dangerous occurrence involving the toppling of the said mobile crane on 17 January 2012 at the worksite at Block 115 Simei Street 1.

(j) Workplace Safety and Health (Medical Examinations) Regulations 2011

Under the Workplace Safety and Health (Medical Examinations) Regulations 2011 (“WSHMER”), the duties imposed on the employer of a person employed in any hazardous occupation or the principal under whose direction such person is employed in any hazardous

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occupation include, among others: (i) ensuring that any person who is to be employed in any hazardous occupation described in regulation 3(a) to (e) shall undergo a pre placement medical examination by a designated workplace doctor and be certified fit to work in such occupation, not later than three months after the date he commences his employment in such occupation; (ii) ensuring that any person who is to be employed in any hazardous occupation described in regulation 3(f) shall be medically examined by a designated workplace doctor and certified fit to work in such occupation within 30 days before the date he is to commence his employment in such occupation; (iii) ensuring that any person employed in any hazardous occupation shall be periodically examined by a designated workplace doctor; (iv) arranging, at the expense of such employer or principal, all medical examinations and investigations that the person employed or to be employed in any hazardous occupation is required to undergo under the WSHMER, and granting paid leave of absence to that person required to undergo any medical examination or investigation under the WSHMER; (v) keeping registers of a person or persons employed in any hazardous occupation in a workplace; (vi) keeping the report of every medical examination of any person employed in any hazardous occupation for a period of at least five years from the date of the medical examination, and whenever required by the Commissioner for Workplace Safety and Health within such period, making available to the Commissioner for Workplace Safety and Health the report or a summary of the report, as the Commissioner for Workplace Safety and Health may specify; (vii) suspending the person named in a certificate of suspension from his work in the hazardous occupation; (viii) providing the designated workplace doctor with all information which is relevant and within their joint knowledge to enable the designated workplace doctor to carry out a proper medical examination of any person who is employed in any hazardous occupation in a workplace under the WSHMER;

(k) Workplace Safety and Health (Scaffolds) Regulations 2011

Under the Workplace Safety and Health (Scaffolds) Regulations 2011 (“WSHSR”), the duties imposed on the employer of a person who carries out or is to carry out any work involving the construction, erection, installation, re-positioning, alteration, maintenance, repair or dismantling of a scaffold or the principal under whose direction such person carries out or is to carry out any such work include, among others: (i) ensuring that no person is involved in the construction, erection, installation, re-positioning, alteration, maintenance, repair or dismantling of a scaffold in a workplace unless he has successfully completed a training course acceptable to the Commissioner for Workplace Safety and Health, to equip him to perform the work of a scaffold erector; (ii) appointing a scaffold supervisor before any construction, erection, installation, re-positioning, alteration, maintenance, repair or dismantling of a scaffold in a workplace; (iii) providing to every scaffold erector involved in the construction, erection, installation, re-positioning, alteration, maintenance, repair or dismantling of any scaffold in a workplace: (aa) a safety harness attached with a shock absorbing device; and (bb) sufficient and secured anchorage by means of an independent life line or other equally effective means; (iv) ensuring no scaffold is constructed, erected, installed, re-positioned, altered, maintained, repaired or dismantled in a workplace except under the immediate supervision of a scaffold supervisor; (v) ensuring that every scaffold, and every member or component thereof, in a workplace shall be of sound material, good construction and adequate strength, free from patent defects and suitable and safe for the purpose for which it is intended; (vi) ensuring that every scaffold erected at a building under construction, so far as is reasonably practicable, be erected such that it precedes the construction of the uppermost permanent floor of the building by not less than one metre above that floor; (vii) ensuring that stairs or ladders: (aa) are provided to enable persons to gain access from one level of any scaffold in a workplace to another level; and (bb) so far as is reasonably practicable, are installed within the scaffold; (viii) ensuring that signboards

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stating the maximum permissible weight of tools and materials and the maximum number of persons permissible on each bay are prominently displayed at suitable locations on the scaffold in a workplace; (ix) ensuring that all practicable measures shall be taken to protect the person from electric shock by electrical wires or equipment when using the scaffold; (x) ensuring that no metal scaffold shall be erected or installed in a workplace unless: (aa) it has been type-tested by a recognised testing body in accordance with a standard or specification acceptable to the Commissioner for Workplace Safety and Health; and (bb) it complies with such conditions as the Commissioner for Workplace Safety and Health may think fit to impose; and (xi) ensuring that the work platform of a suspended scaffold in a workplace shall be securely fastened to the building or other structure in such a manner and at such intervals as to prevent the platform from swaying.

Logistics Construction was fined S$1,000 in FY2010 with regard to an offence under the then Factories (Scaffolds) Regulations 2004 (now superseded by WSHSR) for failing to ensure that work platforms are provided at any place of work which does not afford a proper and secure foothold, to wit, improper and unsecured platforms were provided at loft shafts formwork areas and used for work/access purposes. We have not contravened any offences under the WSHSR since then.

Demerit points system

The demerit points system (“DPS”) was introduced in 2000 to encourage construction contractors with poor workplace safety and health records to improve on their performance. All main and subcontractors in the construction sector will be issued with demerit points for breaches under the WSHA and relevant subsidiary legislation. The number of demerit points awarded depends on the severity of the infringement.

A contractor that has received more than 18 demerit points within a 12-month period will receive a formal warning letter from MOM. Continued accumulation of demerit points will result in more stringent corrective actions. For example, if a worksite of a main contractor accumulates more than 18 demerit points, the worksite will have limited access to work permit holders for six months. If a contractor continues to commit workplace safety and health offences, applications from our company for new and renewal of all types of work passes for all foreign employees will be rejected by MOM.

Contractors that have been issued with demerit point(s) will be informed by MOM in writing. Each demerit point is valid for 12 months.

MOM escalates warnings and penalties to main contractors and subcontractors as they commit repeated offences and accumulate demerit points. Relevant stages of the DPS are set out below.

(a) Penalty escalation for main contractors

First Stage

A warning letter will be issued to the main contractor if the total points accumulated by our company exceed 18 demerit points within a 12-month rolling period.

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Second Stage

The following will apply to an individual worksite if the total points accumulated by the worksite exceed 18 demerit points:

(i) 6-month Man-Year Entitlement freeze for first occurrence;

(ii) 12-month Man-Year Entitlement freeze for second occurrence (within 12 months of the first occurrence); and

(iii) 24-month Man-Year Entitlement freeze for third or subsequent occurrences (within 12 months of the previous occurrence).

A main contractor will have its records cleared when all its worksites do not accumulate any demerit points for a rolling period of 12 months.

Third Stage

A 24-month Man-Year Entitlement freeze will be extended to all worksites under our company if three of its worksites have each accumulated more than 18 demerit points within any 12-month period i.e. our company’s Man-Year Entitlement has been frozen three times within a year.

Applications from our company for new and renewal of all types of work passes for all foreign employees will also be rejected.

(b) Penalty escalation for subcontractors

First Stage

A warning letter will be issued to the subcontractor if the total points accumulated by our company exceed 18 demerit points within a 12-month rolling period.

Second Stage

MOM will reject applications from our company for new and renewal of all types of work passes for all foreign employees if the total points accumulated by the subcontractor exceed 18 demerit points:

(i) six months for first occurrence;

(ii) 12 months for second occurrence (within 12 months of the first infringement); and

(iii) 24 months for third or subsequent occurrences (within 12 months of the previous occurrence).

A subcontractor will have its records cleared when it does not accumulate any demerit points for a rolling period of 12 months.

To allow public and developers to access the performance of contractors through DPS, the MOM website maintains a list of contractors with accrued demerit points. Construction companies that demonstrate satisfactory workplace safety and health performance and do not accrue any further demerit points for a continuous period of more than 12 months will be removed from the list.

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For the period under review and for the period from 1 July 2012 up to the Latest Practicable Date, we have been issued with a total of five demerit points due to the partial stop work order issued by MOM for the Simei worksite (see disclosure in the following paragraph). Logistics Construction was issued with five demerit points in January 2012, and none of the worksites of Logistics Constructions and/or Apex Projects have been issued with further demerit points. The five demerit points issued to Logistics Construction in January 2012 will be lifted on 19 January 2013.

In January 2012, we were also issued with a partial stop work order for the Simei worksite by MOM, in relation to the lack of or inadequacy of safety measures put in place for work at heights undertaken by our subcontractors resulting in the toppling of a crane. Upon rectification, such stop work order was lifted in February 2012. Logistics Construction was fined S$1,000 for an offence under the WSHOCR with regard to the incident at the Simei worksite. As at the Latest Practicable Date, there is no subsisting stop work order.

Employment of foreign workers in Singapore

The employment of foreign workers in Singapore is governed by the Employment of Foreign Manpower Act (Chapter 91A) of Singapore (“EFMA”) and regulated by the MOM based on the following conditions and requirements.

(a) Approved source countries/territories

Companies in the construction sector can recruit workers from the following countries/territories: (i) Malaysia; (ii) People’s Republic of China (“PRC”); (iii) non-traditional sources (“NTS”), namely, India, Sri Lanka, Thailand, Bangladesh, The Republic of the Union of Myanmar and Philippines; and North Asian sources (“NAS”), namely Hong Kong, Macau, South Korea and Taiwan.

(b) Dependency ratio ceiling/quota and foreign worker levy

The number of foreign workers that an employer is allowed to hire is limited by dependency ratio ceiling/quota and subject to levy. The dependency ratio ceilings/quotas and levies are applied to all S pass and work permit holders to encourage employers to hire local employees. The number of local full-time workers an employer currently hires determines the maximum number of foreign workers he can hire. The Controller of Work Passes uses an employer’s CPF account to first determine his local workforce, and then uses that data to calculate his foreign worker quota. Local workforce refers to full-time employees (being, Singapore citizens or permanent residents) who have worked for a calendar month, and are receiving their monthly salary on time as well as CPF contributions similar to the industry norm. Two part-time employees are considered as one local full-time employee. In order to cater for minor fluctuation in the number of local workforce, the Controller of Work Passes looks at three months of CPF contributions (excluding the current month’s as well as the preceding month’s CPF contributions). Any late payment or default of CPF contributions will affect an employer’s foreign worker’s quota. Once the number of local workforce is determined, the maximum number of foreign workers, an employer can hire is calculated as a percentage of the maximum total workforce allowed based on the sectoral dependency ratio ceiling. An employer in the construction sector is allowed to hire seven work permit holders for every full-time local employee. Once an employer has exceeded his quota, new application and renewal of the work passes of his existing foreign workers (both Work Permit and S pass) may be rejected as a result. If an employer has persistently exceeded his quota, the MOM will also cancel the work passes in excess of his quota.

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As at the Latest Practicable Date, the dependency ratio ceiling and levy rates for the construction sector are set out below:

Levy rates (S$) Dependency Pass type Worker category ratio ceiling Monthly Daily1

Spass BasicTier/Tier1 Upto10.00%ofthe 250 8.22 total workforce2 Tier2 Above10.00%to 390 12.83 20.00% of the total workforce2 Work permit Higher-skilled3 and on One local full-time 280 9.21 man-year entitlement worker to seven (“MYE”) foreign workers Basic-skilled4 and 400 13.16 on MYE Higher-skilled3, 550 18.09 experienced and exempted from MYE5 Basic-skilled4, 650 21.37 experienced and exempted from MYE5

Notes:

1 Daily levy rate only applies to Work Permit and S Pass holders who did not work for a full calendar month. From 1 January 2011, the daily levy rate is computed based on the following:

(Monthly levy rate x 12) / 365 = rounding up to the nearest cent.

2 S Passes’dependency ratio ceiling of 20.00% will be counted within the work permit’s dependency ratio ceiling.

3 Higher skilled workers in the construction sector refer to workers who are:

• registered with the CoreTrade; or

• issued with trade certifications recognised by the BCA, and who possess at least four years of construction experience in Singapore; or

• under multi-skilled scheme.

4 Basic skilled workers refer to workers who possess SPM and/or BCA’s skills evaluation certificate (“SEC”) or skills evaluation certificate (knowledge) (“SEC(K)”).

5 To be exempted from MYE, the foreign worker must have at least two years of working experience in Singapore. This must be relevant to the sector they are employed under.

The following categories of employers in the construction sector will need to provide a levy bond for each NTS or PRC worker employed:

(i) Employers whose workers’ work permits are cancelled for not paying levy;

(ii) Employers who have been late in levy payments for at least three times within a 12-month period;

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(iii) Change of owner in an existing sole-proprietorship; or

(iv) New construction companies starting up as a sole-proprietorship, partnership; or companies with paid-up capital of less than S$50,000 and is applying for prior approval to recruit foreign workers for the first time.

As at the Latest Practicable Date, the levy bond for the construction sector are set out below:

Levy bond Worker category (S$)

Basic-skilled and higher-skilled 600 Unskilled 2,000

The total value of the levy/security bond will be based on the number of NTS and/or PRC workers employed. The levy/security bond can be furnished in the form of insurance/banker’s guarantee or cashier/money order. Generally, the validity period for the levy/security bond is 12 months, except for new companies, which is six months.

(d) Employment contracts of workers

Work permit holders are covered under the Employment Act (Chapter 91) of Singapore (“Employment Act”). All employment contracts should include the basic terms and conditions of the foreign workers’ employment in Singapore. These terms and conditions should be no less favourable than those provided for under the Employment Act. Employers who fail to adhere to the Employment Act are liable to be barred from making work permit applications in future.

Employers applying for work permits on behalf of foreigners from the PRC and NTS countries must make the following applications in the order presented:

(a) MYE

Employers are subject to MYE when employing workers from the PRC and NTS countries for construction projects. (MYE is not required when applying for work permits on behalf of foreigners from Malaysia and NAS countries. Employers are required only to seek in-principle approval for foreigners of these nationalities). MYE reflects the total quota of foreign construction workers allocated to a main contractor (being a company that contracts a project directly from the developer or owner) for a specific construction project. Based on the value of projects/contracts awarded by developers/owners, main contractors are allocated a number of man-years (one man-year is equivalent to one year of employment under a work permit) required to complete a project, and a number of foreign workers it is entitled to employ. PRC or NTS construction workers who have worked with any employer for a cumulative period of two or more years in the construction industry, may be hired by main contractors without the need for MYE. A levy will be imposed on these workers. Main contractors cannot allocate or sell their MYE to other contractors not involved in the same project. Main contractors which do so will be barred from applying for new work permits in future.

Only main contractors may apply for MYE. All subcontractors must obtain their MYE allocation from the main contractor.

At the time of applying for MYE: (i) the main contractor must have a valid CPF account for construction work permit applications in our company’s name; (ii) the project has a balance duration of at least one month; and (iii) the total remaining contract value must be at least

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S$500,000. The main contractor can combine projects to meet the minimum contract value requirement provided each of the projects combined has a remaining value of less than S$500,000 and has a balance duration of at least one more month.

MYE are allocated through a PA (as defined below) application. For main contractors applying for PA using their MYE, deductions to their MYE are made according to the number of foreign workers and type of work permits applied for and approved by the Work Pass Division. The unused portion of a PA will be returned to the MYE when the PA expires or is successfully withdrawn.

MYE will expire on a project’s completion date. The main contractor may allocate the MYE to a PA application anytime before the MYE expires. The main contractor may request to extend the MYE validity period if the project’s completion date has been extended.

As MYE are given based on a project’s value, a main contractor can request for an increase in MYE if the project value has increased due to additional work or variation order(s) awarded by the developer.

MYE allocated to a particular project cannot be transferred to another project. However, construction employers can deploy their NTS workers (whose work permits have been approved under a MYE) to other projects provided the workers work in the same capacity and for the same company as stated in their work permit cards. The employers must have the letters of award or contracts for the construction activities of the other projects.

With regard to MYE applications made on/after 1 July 2012, the MYE allocation will be reduced by 15.00% for construction projects and 10.00% for process construction projects. As at the Latest Practicable Date, the MYE allocation for the building, upgrading and civil engineering projects is set out below:

Project value Civil engineering (S$ million) Building projects Upgrading projects projects

0.40 0 0 0 0.60 9 13 4 7.00 72 96 29 15.00 121 175 54 25.50 181 264 81 35.00 226 329 98 140.00 591 827 182atleast1

Note:

1 For civil engineering projects with contract value above S$100.00 million, the MYE are to be decided on a case-by-case basis.

(b) Prior approval (“PA”)

Construction companies must have PA from the MOM to employ foreign workers from the PRC and NTS countries. The PA indicates the number of foreign workers our company is allowed to bring in from these countries. It also determines the number of workers who can have their work permits renewed, or who can be transferred from another company in

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Singapore. PAs are given based on: (i) the duration of the work permits applied for; (ii) the number of full-time local workers employed by the company over the past three months as reflected in the company’s CPF contribution statements; (iii) the number of man-years allocated to our company (for main contractors) or the man-years directly allocated from our company’s main contractor (for subcontractors); and (iv) the remaining number of company’s quota available.

All companies submitting new applications, renewals and changes in employer for foreign workers from the PRC and NTS countries should apply for PA before making work permit applications. (PA is not required when applying for work permits on behalf of foreigners from Malaysia and NAS countries. Employers are required only to seek in-principle approval for foreigners of these nationalities.)

PA applications must be submitted before the MYE’s expiry date. To apply for PA, a company must have a valid BCA or Singapore List of Trade Subcontractors registration certificate and a valid MYE certificate (in the case of a main contractor) or MYE directly allocated from the main contractor (in the case of a subcontractor).

All new foreign workers from the NAS countries or the PRC and NTS countries whose employer’s PA applications have been approved by MOM must possess either the SEC or the SEC(K) before they are allowed to work in Singapore whilst those from Malaysia must possess either secondary four education or its equivalent, the SEC or SEC(K) before they are allowed to work in Singapore. These workers will be classified as basic-skilled workers. (The SEC and SEC(K) schemes are initiatives by the BCA to raise the skill levels and productivity as well as to enhance safety in the construction sector.) Upon receiving, among other(s), the PA, the company should register its workers from the PRC and NTS countries for the SEC(K) test as soon as possible. Malaysian workers without secondary four education or its equivalent and NAS workers are required to register for SEC(K) with the BCAAcademy.

Upon approval of the work permit application, the employer should: (i) send the foreign worker for a medical examination; (ii) request for the issuance of the work permit; and (iii) register the foreign worker’s address with the MOM.

(i) Medical examination

The foreign worker has to undergo and pass a medical examination by a Singapore- registered doctor within 14 days of arrival (including Sunday/public holidays) in Singapore. The work permit will only be issued if the foreign worker passes the medical examination. Foreign workers who are unable to pass the medical examination will have to be repatriated.

(ii) Request for issuance of work permit

An employer can request for the issuance of the work permit on the scheduled date stated in the IPA letter (in the case of a Malaysian worker or foreign worker changing employer) or within 14 days of arrival in Singapore (in the case of foreign workers from the PRC, NTS and NAS countries. A S$20 administrative fee must be paid for each work permit application submitted to complete the issuance request.

(iii) Registering the foreign worker’s address

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Employers are required to register the residential addresses of workers from NTS and NAS countries with MOM within five days of starting work. Knowing where foreign workers stay in Singapore is essential for improving the overall management of foreign manpower.

(d) Purchase security bonds

A S$5,000 security bond is required for each worker employed from the PRC, NTS and NAS countries. The bond can be submitted in the form of a banker’s guarantee or insurance guarantee payable to the Controller of Work Passes.

From 1 July 2012, basic-skilled work permit holders would be allowed to work up to a maximum of ten years, while higher-skilled workers would be allowed to work up to 18 years. As a transitional measure for existing basic-skilled workers, MOM will grant an extension to the period of employment of all affected workers. Generally, employers will have at least two years to upgrade their workers from basic-skilled to higher-skilled. From 1 January 2014, returning basic-skilled workers whose cumulative period of employment is less than ten years will be allowed to work in Singapore for up to ten years. For returning basic-skilled workers who have already accumulated a period of employment of ten years or more, they will only be allowed to return if they upgrade themselves to higher-skilled workers. There is no period of employment restriction for Malaysia and NAS construction work permit holders. They may work in Singapore up to 60 years of age.

All foreign workers employed in the construction sector must attend a full-day Construction Safety Orientation Course (“CSOC”).At the end of the CSOC, the workers will receive a safety orientation pass if they pass its requirement/assessment. Foreign workers who fail the assessment will need to retake the CSOC as soon as possible. The CSOC is needed to: (i) ensure that construction workers are familiar with the common safety requirements and health hazards in the industry; (ii) educate them on the required measures for preventing accidents and diseases; and (iii) ensure that they are aware of their rights and responsibilities under the employment law. Employers must ensure that their foreign workers attend the CSOC within two weeks of arriving in Singapore before their work permits can be issued. 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.

Other responsibilities of an employer who employs a foreign worker in Singapore include, among others: (i) paying the medical care and hospitalisation expenses of their foreign workers. Employers of foreign workers are required to purchase and maintain medical insurance for their foreign workers, and with regard to medical insurance policies taken up or renewed on/or after 1 January 2010, the insurance coverage must be at least S$15,000 per year for each foreign worker’s inpatient care and day surgery during his stay in Singapore; (ii) ensuring that their foreign workers do not engage in any form of employment other than that stated in the work permits or freelance arrangement or self-employment; (iii) resolving all employment-related disputes with their foreign workers amicably; (iv) providing work injury compensation insurance to their foreign workers as required; (v) providing upkeep, maintenance and eventual repatriation of their foreign workers; (vi) ensuring the provision of acceptable housing and updating of foreign workers addresses within five days of commencement of employment and subsequent changes in their addresses. Foreign worker accommodation must meet the various statutory requirements including: (i) proper land use by the Urban Redevelopment Authority, HDB or JTC; (ii) building structural safety standards by the BCA; (iii) fire and safety standards by the Singapore Civil Defence Force; (iv) environment health requirements by the NEA; and (v) drainage and sanitary/sewerage system requirements by the Public Utilities Board; (vii) ensuring that the foreign workers’ welfare and interests are well looked after including non-statutory requirements such as proper orientation and providing for the foreign workers’ social and recreational needs.

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An employer of foreign workers is also subject to, among others, the provisions set out in the Employment Act, the EFMA, the Immigration Act (Chapter 133) of Singapore and the regulations made thereunder.

Environmental laws and regulations

The Environmental Public Health Act (Chapter 95) of Singapore (“EPHA”) requires, among 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 place from flying dust or falling fragments or from any other material, thing or substance. The EPHA also regulates, among others, the disposal and treatment of industrial waste and public nuisances. Under the EPHA, on receipt of any information respecting the existence of a nuisance liable to be dealt with summarily under the EPHA, the Director-General of Public Health may, if satisfied of the existence of a nuisance, serve a nuisance order on the person by whose act, default or sufferance the nuisance arises or continues, or if the person cannot be found, on the owner or occupier of the premises on which the nuisance arises. Nuisances liable to be dealt with summarily under the EPHA include, among others, (a) any premises or part thereof of such a construction or in such a state as to be a nuisance or injurious or dangerous to health; (b) any pool, gutter, watercourse, earth-closet, cesspool, sewer, drain or sanitary conveniences in a foul state or so situate as to be a nuisance or injurious or dangerous to health; (c) any dust, effluvium, accumulation or deposit which is a nuisance or injurious or dangerous to health; (d) any factory or work place which is not kept in a clean state and free from effluvia arising from any sewer, drain, privy, latrine, earth-closet, urinal or other nuisance; (e) 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; (f) any machinery, plant or any method or process used in any premises which causes a nuisance or is dangerous to public health or safety; and (g) any place where there occurs, or from which there emanates noise or vibration as to amount to a nuisance. 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, among others, the EPHA.

The Environmental Protection and Management Act (Chapter 94A) of Singapore (“EPMA”) seeks to provide for the protection and management of the environment and resource conservation, and for purposes connected therewith by regulating, among others, air pollution, water pollution, land pollution, hazardous substances and noise control. Under the EPMA, no principal contractor of a construction site who has control of the construction site shall permit any person from: (a) using any or any class of combustible material, fuel burning equipment or industrial plant, or burning any or any class of material within such area or premises as may be designated and at such times as may be specified by the National Environment Agency; (b) discharging or causing or permitting to be discharged any trade effluent, oil, chemical, sewage or other polluting matters into any drain or land without a written permission from the Director-General of Environment Protection; and (c) discharging or causing or permitting to be discharged any toxic substance or hazardous substance into any inland water so as to be likely to cause pollution of the environment. Under the Environmental Protection and Management (Control of Noise at Construction Sites) Regulations, the owner or occupier of any construction site shall ensure that the level of noise emitted from his construction site does not exceed the maximum permissible noise levels set out in such regulations.

The Control of Vectors & Pesticides Act (Chapter 59) of Singapore (“CVPA”), among others, consolidates and amends the law relating to the destruction of vectors and the control of vector-borne diseases. Under the CVPA, no person shall create or cause or permit to be created any condition favourable to the propagation or harbouring of vectors. Our Company was fined

114 GENERALINFORMATIONONOURGROUP approximately S$5,000, S$3,000 and S$16,200 in FY2010, FY2011 and FY2012 for mosquito breeding respectively under the CVPA for mosquito breeding. We have not contravened any offences under the CVPA since then.

Work injury compensation

The Work Injury Compensation Act (Chapter 354) of Singapore (“WICA”), which is regulated by the MOM, applies to employees for injury suffered in the course of their employment and sets out, among others, the amount of compensation they are entitled to and the method of calculating earnings. Under the WICA, where personal injury by accident arising out of and in the course of the employment is caused to, among others, an employee and the injured employee receives medical treatment by a medial practitioner or at an approved hospital for his injury, being medical treatment that is certified by any attending medical practitioner to be necessary, the employer of the employee shall be liable to pay compensation in accordance with the provisions of the WICA for the medical treatment received by the employee.

Where any person (“Principal”) in the course of or for the purpose of his trade or business contracts with any other person (“Employer”) for the execution by the Employer 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 him.

Public Sector Standard Conditions of Contract for Construction Works

The Public Sector Standard Conditions of Contract for Construction Works (“PSSCOC”) was developed by the BCA to enable a common contract form to be used in all public sector construction projects. The PSSCOC contains terms relating to, among others, the general obligations of the contractor, programme for the works, quality in construction, commencement of works, suspension of works, time for completion, liquidated damages, defects, variations to the works, valuation of variations, procedures for claims, indemnity provisions, insurance, progress payments and final account and settlement of disputes.

Our Directors confirm that as at the Latest Practicable Date, our Company has obtained all necessary licences, permits and approvals for our business operations in Singapore and have complied with all relevant laws and regulations that would materially affect our business operations.

OURMAJORCUSTOMERS

Our major customers who accounted for 5.00% or more of our Group’s total revenues during the period under review are as follows:

FY2010 FY2011 FY2012 (%) (%) (%)

HDB1 21.78 40.48 50.99 MOE2 8.18 17.24 19.60 SingaporeUniversityofTechnologyandDesign 0.04 27.62 9.44 DefenceScience&TechnologyAgency 33.57 5.43 — Jurong Town Council 5.94 0.97 —

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FY2010 FY2011 FY2012 (%) (%) (%)

SingaporeCivilDefenceForce 19.23 0.05 — East Coast Town Council3 — 0.26 11.49

Notes:

1 Revenue contribution from HDB comprised various projects.

2 Revenue contribution from MOE comprised various projects.

3 Revenue contribution from East Coast Town Council was in relation to the Simei NRP which was awarded to us by East Coast Town Council in collaboration with HDB.

Revenue contribution from our customers varied 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 in subsequent years. There was no revenue contribution from Defence Science & Technology Agency, Jurong Town Council and Singapore Civil Defence Force in FY2012 as the projects undertaken by us with regard to these customers were completed in FY2011. The revenue from Singapore University of Technology and Design as a percentage of our Group’s total revenue decreased from 27.62% in FY2011 to 9.44% in FY2012 as the main bulk of our construction work was completed in FY2011.

Save as disclosed above, our business or profitability is not materially dependent on any one of our customers.

To the best of our Directors’ knowledge, we are not aware of any information or arrangement that would lead to premature cessation or termination of our current relationship with any of our major customers.

As at the date of this Offer Document, none of our Directors or Substantial Shareholders has any interest (whether direct or indirect) in the abovenamed customers.

OURMAJORSUBCONTRACTORSANDSUPPLIERS

Our major subcontractors and suppliers who accounted for 5.00% or more of our Group’s total purchases during the period under review are as follows:

Nature of FY2010 FY2011 FY2012 Major subcontractors/suppliers services/products (%) (%) (%)

Buildforms Construction Provider of structural and — 17.68 28.88 (Pte.) Ltd.1 finishing works services H Y Construction Pte. Ltd. Provider of structural and 12.55 4.48 — finishing works services Amce Engineering Pte. Ltd. Provider of electrical 9.06 — — services OceanCoolM&EServices ProviderofM&Eservices 7.38 3.94 1.58 New Union Jack Construction Provider of sanitary and 6.56 4.08 6.28 Pte Ltd plumbing services HenryOngBuilderPteLtd Provideroftilingservices 6.26 3.95 5.48 A-Power Engineering Pte Ltd Provider of air-conditioning — 8.16 3.28 services

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Nature of FY2010 FY2011 FY2012 Major subcontractors/suppliers services/products (%) (%) (%)

HDB2 Supplierofsand — 6.38 5.26 LCE Engineering Pte Ltd Provider of electrical — 6.35 2.26 services

Notes: 1 The structural and finishing works services provided by Buildforms Construction (Pte.) Ltd. related to various projects. 2 We placed our purchase orders for sand with United Premas Limited acting as an agent of HDB which would issue invoices to us for the supply of sand by United Premas Limited to us.

Our purchases vary from year to year as the nature of our business is project-based and in accordance with varying requirements by our customers for different projects. As a result, our purchases in terms of size and nature with the same subcontractors and/or suppliers may not be similar over the years. We do not generally enter into any long term agreements with any of our major subcontractors and major suppliers as this would provide us with the flexibility to evaluate and select more subcontractors and/or suppliers who are able to give us higher quality work at competitive prices. In addition, some subcontractors and/or suppliers are nominated by our customers for certain projects and we may not have recurring purchases from them after the completion of such projects.

Save as disclosed above, our business or profitability is not materially dependent on any one of our subcontractors and suppliers.

As at the date of this Offer Document, none of our Directors or Substantial Shareholders has any interest (whether direct or indirect) in the abovenamed subcontractors and/or suppliers.

CREDITPOLICY

Credit policy to our customers

The majority of our customers are the Singapore government and Singapore government-related bodies which set out their credit terms in the contracts entered by us and generally range between 21 and 35 days from the date of issuance of our invoices. Our average trade receivables turnover days for the period under review were as follows:

FY2010 FY2011 FY2012

Average trade receivables turnover days1, 2 11 32 34

Notes: 1 The average trade receivables turnover days is calculated based on the average of the opening and closing trade receivables balances of the relevant FY divided by revenue and multiplied by the number of calendar days in the relevant FY. 2 Trade receivables relate to construction works which have been completed within the relevant FY.

The increase in average trade receivables turnover days from 11 days in FY2010 to 32 days in FY2011, and from 32 days to 34 days in FY2012 was mainly due to billings for certain big projects towards the end of FY2011 and FY2012.

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Our total third parties trade receivables (net of allowance for doubtful trade receivables of S$101,000) as at 30 June 2012 amounted to approximately S$3.55 million.

The ageing schedule of the balance of our third parties trade receivables (net of allowance for doubtful trade receivables) as at 30 June 2012 is as follows:

Period S$’000

Less than 30 days 3,268 Between 31 days and 60 days 86 Between 61 days and 90 days 29 Between 91 days and 120 days 88 More than 120 days 82

3,553

As at the Latest Practicable Date, approximately 94.37% of the trade receivables outstanding as at 30 June 2012 has been collected.

The amount of allowance for doubtful third parties trade receivables for the period under review is as follows:

FY2010 FY2011 FY2012

Allowance for doubtful third parties trade receivables (S$’000) — 128 101 As a % of revenue — 0.24% 0.16%

In FY2012, an allowance for doubtful third parties trade receivables of approximately S$27,000 was written off. No allowances for doubtful debts were written off in FY2010 and FY2011.

Credit policy to our subcontractors and suppliers

Generally, our subcontractors and suppliers grant us credit terms ranging between 30 and 60 days from the date of issuance of their invoices. Our average trade payables turnover days for the period under review were as follows:

FY2010 FY2011 FY2012

Average trade payables turnover days1, 2 19 39 45

Notes:

1 The average trade payables turnover days is calculated based on the average of the opening and closing trade payables balances of the relevant FY divided by cost of works and multiplied by the number of calendar days in the relevant FY.

2 Trade payables exclude accrued operating expenses.

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The increase in average trade payables turnover days from 19 days in FY2010 to 39 days in FY2011, and from 39 days to 45 days in FY2012 was mainly due to higher claims towards the year end for certain projects in FY2011 and FY2012 respectively. Save as disclosed above, our Group generally makes payments to subcontractors and suppliers promptly in order to avoid disruptions to our business.

COMPETITION

We operate in a highly competitive industry and we face intense competition from existing construction companies as well as new entrants to the construction industry in the future.

To the best of our Directors’ knowledge, we consider the following companies to be our main competitors:

(a) CCM Industrial Pte Ltd;

(b) Kuan Aik Hong Construction Pte Ltd; and

To the best of our Directors’ knowledge, there are insufficient public sources or industry statistics to ascertain the market share of our Group and our competitors.

COMPETITIVESTRENGTHS

We believe our competitive strengths are as follows:

(a) Established and proven track record of more than 27 years

We have an established and proven track record in the construction industry and are recognised for timely delivery, quality, reliability and safety by our customers. We believe that this proven track record of more than 27 years, combined with our technical experience and competitive pricing, have been critical in enabling us to successfully compete against our competitors. During the period under review, our public sector works contributed a substantial majority of our revenue respectively. Our track record of repeatedly winning public sector tenders is a testament to the quality of our services. We believe that our track record will continue to help us in our efforts to secure building construction works as well as supply and installation of furniture/interior fitting-out works. Please refer to the sections entitled “General Information On Our Group — Our Major Projects” and “General Information On Our Group — Our Awards And Achievements” of this Offer Document for further information on our completed projects and projects currently in progress as well as our awards and achievements.

(b) Experienced and committed management team and a pool of dedicated staff

Our Group’s success to date is attributable to the contributions and expertise of our CEO, Phua Lam Soon and our Executive Directors, Ong Siew Eng and Ng Kok Seng. Phua Lam Soon, who is also a founder of our Group, has more than 27 years of experience in the building construction industry and he has been instrumental in formulating our business strategies and spearheading the growth of our business operations. Our Executive Directors, Ong Siew Eng and Ng Kok Seng, have more than 25 and 18 years of experience in the building construction industry respectively. Please refer to the section entitled “Directors,

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Management and Staff — Directors” of this Offer Document for further details. Our management team is supported by a team of dedicated staff including project managers and managerial staff. We believe that our staff is invaluable resources and we have in place a policy of training and upgrading. Accordingly, our Directors expect that our Group will continue to remain competitive in the market.

We believe that cultivating and maintaining excellent business relationships with our customers and our subcontractors and suppliers is critical to our success. We are committed to consistently deliver our services to the satisfaction of our customers and to build up strong relationships with our subcontractors and suppliers. In this regard, we have maintained good relationships with our customers, subcontractors and suppliers by delivering quality services, completing projects on time, making regular visits and having periodic meetings with our customers, subcontractors and suppliers.

In addition, we seek to continuously improve our service standards and operating efficiency. This resulted in us building strong business relationships with our customers and our subcontractors and suppliers which generate a regular flow of repeat business.

PROSPECTS

Overall construction demand in Singapore1

Traditionally, Singapore’s real estate and construction sectors have played a key role in the development of the general economy. Backed by strong public sector construction demand arising from the ramp-up in public housing projects and the MRT Downtown Line Stage 3, Singapore’s construction demand increased by 16.0% year-on-year from value of contract awarded amounted to S$27.6 billion in 2010 to S$32.0 billion in 2011. The total value of contracts awarded for both public and private sector projects is projected to be between S$21.0 billion and S$27.0 billion for 2012, backed by a strong demand for public sector construction. Moving forward, Singapore expects to see a sustained level of construction demand in 2013 and 2014 of between S$19.0 billion and S$27.0 billion2.

In view of the positive outlook of the Singapore construction industry and in particular public sector construction, our Directors believe that the prospects of our Group are encouraging based on the following:

Increased demand for public sector projects

The public sector construction demand is expected to contribute between S$13.0 billion and S$15.0 billion in 2012 and will likely remain stable for 2013 and 2014, with public sector contribution to be between S$12.0 billion and S$15.0 billion. This demand is comprised of building projects and civil engineering projects2. The public sector demand contributed to approximately 60.0% of the overall construction demand in 2012.

Increase in public housing construction activities

Over the recent years, public housing prices in Singapore have been on a steep rise. The HDB Resale Price Index which tracks the overall movement of the public residential market has increased by 28.7% since the end of 20093. The above, coupled with an increase in the general population of approximately 4.0% or 200,000 individuals in the last three years4 have added pressure on housing supply and prices in Singapore.

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In response to the pressure on housing supply, the Singapore government has set aside S$439.0 million to the HDB in its budget expenditure for 2012. This would be used to provide affordable and quality public housing, and improve home ownership. Another S$1.0 billion would be spent through various housing estate renewal programmes such as the Remaking Our Heartland programme, Home Improvement Programme/Neighbourhood Renewal Programme, Lift Upgrading Programme/Main Upgrading Programme, Selective En-Bloc Redevelopment Scheme and grants awarded to Town Councils to improve public facilities5.

In its 2nd Quarter 2012 Public Housing Data press release, HDB announced that it remains on track to launch 25,000 HDB flats in the year6. In a later announcement however, HDB increased its supply of new HDB flats to 27,000 in order to meet the housing demand, especially those of from first-time home buyers7. Moving forward into 2013, the National Development Ministry has indicated that HDB will launch at least 20,000 flats in the year to further increase the supply and stabilise the housing market8.

Improving the infrastructure of schools

MOE has been upgrading primary school infrastructure since 2009. The earlier three phases consisted of building 11 new schools and upgrading 78 existing schools. In May 2012, MOE announced that it would further upgrade the infrastructure of 71 primary schools from November 2013 onwards, at a cost of approximately S$650.0 million. This is in line with the Primary Education Review and Implementation Committee’s recommendations to enhance the quality of primary school education9.

The Singapore Institute of Technology has also begun construction of its buildings at the Singapore Polytechnic, Ngee Ann Polytechnic and Temasek Polytechnic. The buildings will be completed by 2014, and the school has indicated that it intends to construct buildings in the other polytechnics10.

Improving the healthcare system’s infrastructure

The Ministry of Health estimates that by 2030, one in every five Singaporean residents will be aged 65 years and above. As Singapore becomes more developed and as the ageing population situation amplifies, there is a need to improve the healthcare system’s infrastructure capacity.

New buildings for the National Heart Centre, Pathology Education and Research are already expected to be completed by 2014. Also, new hospitals such as the Ng Teng Fong Hospital and the Jurong Community Hospital are also expected to be completed by 2014 and 2015. The Ministry of Health has also announced that existing facilities will also be upgraded to improve patient care and increase bed capacity by 202011.

Our Directors believe that, with our A2 status and an established track record in public sector projects, our Group is poised well to leverage on the opportunities arising from the positive outlook in the public construction sector.

Potential Benefits to our Group

In relation to our public sector construction projects, our Directors believe that barring any unforeseen circumstances, we can benefit from the following:

The S$250.0 million Construction Productivity and Capability Fund (“CPCF”)

In June 2010, BCA introduced the CPCF as part of the Singapore government’s effort to improve the productivity and capability of the construction industry in Singapore. Broadly, the fund comprises of schemes which focus on workforce development, technology adoption and capability development12.

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Since its establishment, the CPCF has committed more than S$46.0 million to benefit 1,300 companies, of which 850 are smaller firms. BCA has highlighted that it would be paying more attention to smaller firms, as they form a large base of contractors in Singapore. Furthermore, these firms employ the majority of the workforce and may not have adequate financial resources and technological know-how to improve productivity13.

Raising construction productivity through workforce development

BCA assists construction firms to boost workforce development through the CPCF’s incentive scheme. Schemes such as the Workforce Training and Upgrading Scheme are aimed at co-funding costs of skill assessment and training courses for the workforce. In 2012, BCA introduced the Multi-skilling Scheme, which provided an alternative pathway for workers to upgrade their skills14.

Raising construction productivity through technology adoption

As the use of technology becomes more important in the construction industry, the BCA has taken steps to allow companies to utilise technology to boost efficiency and project quality. Schemes like the Mechanisation Credit scheme helps to defray costs of up to S$100,000 for technology adoption through leasing or purchasing equipment15, or the Building Information Model (“BIM”) fund, which helps companies to defray costs of up to S$105,000 incurred in training, consultancy, software and hardware when adopting BIM technology16.

Raising construction productivity through capability development

The Construction Engineering Capability Development scheme was also introduced by BCA to nurture main contractors engaged in civil or building construction projects to develop their construction engineering capability by taking up complex projects locally on their own. Incentives in this scheme include subsidised scholarships of up to S$60,000 for manpower development, funding of up to S$350,000 for consulting expenses and funding of up to S$1.35 million to procure additional performance bonds17.

Promotion of green building

In 2005, the BCA Green Mark Scheme was introduced to raise awareness of sustainable and environmentally friendly buildings. Currently, the BCA is targeting to achieve a Green Mark Certified rating by 2030 in at least 80.0% of the buildings in Singapore, hence achieving resource efficiency nationwide18. In 2012, it was announced that there were more than 1,180 green buildings in Singapore, prompting a trend which continues to utilise green construction materials and energy saving measures in the construction industry19.

Sources: 1 This information contained in the sections entitled Prospects of this Offer Document has been derived from extracts from the websites of BCA, MOE, HDB, the Straits Times (“ST”), the Ministry of Finance (“MOF”) and the Department of Statistics Singapore (“DSS”), which are publicly available. Neither BCA, MOE, HDB, ST, MOF and the DSS have consented of the inclusion of such information for the purpose of section 249 of the Securities and Futures Act and are therefore not liable for such information under sections 253 and 254 of the Securities and Futures Act. While we have taken reasonable actions to ensure that such information is reproduced in their proper form and context and that such information is extracted fairly and accurately, neither we nor any party have conducted an independent review of such information nor verify the accuracy of the contents of such information. 2 This information was extracted from the BCA’s website (http://www.bca.gov.sg/Newsroom/pr11012012_CD.html) which was accessed on 25 August 2012. 3 This information was extracted from the HDB’s website (http://www.hdb.gov.sg/fi10/fi10321p.nsf/w/ BuyResaleFlatResaleIndex?OpenDocument) which was accessed on 25 August 2012.

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4 This information was extracted from the DSS’ website (http://www.singstat.gov.sg/stats/themes/people/ hist/popn.html) which was accessed on 25 August 2012.

5 This information was extracted from the Singapore Budget 2012 website (http://www.singaporebudget.gov.sg/ budget_2012/expenditure_overview/mnd.html) which was accessed on 25 August 2012. 6 This information was extracted from the HDB’s website (http://www.hdb.gov.sg/fi10/fi10296p.nsf/PressReleases/ 968742A1F3917AB148257A4800031415?OpenDocument#) which was accessed on 25 August 2012.

7 This information was extracted from the HDB’s website (http://www.hdb.gov.sg/fi10/fi10296p.nsf/PressReleases/ 597ABC0F57FA037548257A860022A3F9?OpenDocument) which was accessed on 30 September 2012.

8 This information was extracted from the Straits Times’ website (http://www.straitstimes.com/breaking-news/ singapore/story/hdb-offer-least-20000-new-flats-2013) which was accessed on 25 August 2012.

9 This information was extracted from the MOE’s website (http://www.moe.gov.sg/media/press/2011/03/ 40-more-primary-schools-to-be-upgraded.php) which was accessed on 25 August 2012. 10 This information was extracted from the MOE’s website (http://www.moe.gov.sg/media/news/2012/08/ sit-campus-coming-up-in-spore-.php) which was accessed on 25 August 2012.

11 This information was extracted from the Ministry of Finance’s website (http://www.mof.gov.sg/budget_2012/ expenditure_overview/moh.html) which was accessed on 25 August 2012.

12 This information was extracted from the BCA’s website (http://www.bca.gov.sg/CPCF/cpcf.html) which was accessed on 25 August 2012.

13 This information was extracted from the BCA’s website (http://www.bca.gov.sg/Newsroom/pr16052012_SCPW.html) which was accessed on 25 August 2012. 14 This information was extracted from the BCA’s website (http://www.bca.gov.sg/Workforce/wtu.html) which was accessed on 25 August 2012.

15 This information was extracted from the BCA’s website (http://www.bca.gov.sgMechC/mechc.html) which was accessed on 25 August 2012.

16 This information was extracted from the BCA’s website (http://www.bca.gov.sg/BIM/bimfund.html) which was accessed on 25 August 2012.

17 This information was extracted from the BCA’s website (http://www.bca.gov.sg/CECD/cecd.html) which was accessed on 25 August 2012. 18 This information was extracted from the BCA’s website (http://www.bca.gov.sg/researchinnovation/ astar_jointcall.html) which was accessed on 25 August 2012.

19 This information was extracted from the BCA’s website (http://www.bca.gov.sg/Newsroom/pr24052012_BCA.html) which was accessed on 25 August 2012.

TREND INFORMATION

Our Directors are of the view that our revenue will continue to be driven by our order books which will in turn be dependent on there being no delay or cancellation in the commencement or continuation of such awarded projects. In addition, our Directors believe that our Group will benefit from the general increase in demand of public sector construction activities in Singapore. Please refer to section entitled “General Information on Our Group — Prospect” of this Offer Document for more information and details on the outlook for the Singapore construction industry.

Our Directors expect that the subcontracting costs and labour cost will increase gradually in line with the general inflation and the imposition of foreign workers’ levy (“FWL”). In 2011, the Singapore government announced an increase in FWL, which will be phased in at six-month intervals from 1 January 2012 to 1 July 2013. During the recent Singapore government’s budget released in 2012, the Singapore government announced further increases in FWL for basic skilled work permit holders in the MYE-waiver category from 1 January 2013. The FWL will be subjected to further increases in July 2013.

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In addition, the costs of building materials are expected to increase in FY2013, in particular, we observe a shortage of granite from Indonesia and a drop in the supply of aggregates from Malaysia which we believe that these will have an impact on the pricing of the ready concrete in near future, if the supply conditions have not improved then. Our Directors also observe an increasing demand of steel in Singapore arising from increasing construction activities and this may attribute to increasing steel prices in near future. Notwithstanding this, in the event that such costs increase, our Directors are of the view that our Group is well positioned to deal with this as we have, in the past, taken measures to deal with cost increase by providing for certain raw material cost fluctuations in our contracts with our customers.

As for operating expenses, our Directors expect the operating expenses to increase due mainly to the occurrence of listing and Placement related expenses. In this connection, please also refer to the section entitled “Management’s Discussion and Analysis of Results of Operations and Financial Position” of this Offer Document.

Save as disclosed above, in the sections entitled “Risk Factors”,“Management’s Discussion and Analysis of Results of Operations and Financial Position” and “General Information on Our Group — Business Strategies and Future Plans” of this Offer Document and barring any unforeseen circumstances, our Directors are not aware of any other known trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on our net sales or revenue, profitability, liquidity or capital resources, or that would cause the financial information disclosed in this Offer Document to be not necessarily indicative of our future operating results or financial position. Please also refer to the section entitled “Cautionary Note Regarding Forward-Looking Statements” of this Offer Document.

ORDERBOOK

Our order book on hand as of a certain date represents the total nominal contract value of the contracts that have been secured but have not been recognised as revenue based on the percentage of completion method.

As at 30 June 2012 and as at the Latest Practicable Date, our Group’s order books amounted to approximately S$180.91 million and S$232.90 million respectively. Our projects generally take between nine months to 36 months to complete and the recognition of revenue and cost of works is based on the percentage of completion or project progress which could be affected by various factors such as weather, soil conditions and change in technical requirements of a project. Barring unforeseen circumstances and based on our estimated construction schedule, we expect that the majority of our order books will be performed and recognised in FY2013. Please refer to the section entitled “General Information on Our Group — Our Major Projects” of this Offer Document for further details.

Save as disclosed in this Offer Document, and barring any unforeseen circumstances, our Directors are not aware of 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 Offer Document to be not necessarily indicative of our future operating results or financial position. Please also refer to the section entitled “Cautionary Note Regarding Forward-Looking Statements” of this Offer Document.

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BUSINESSSTRATEGIESANDFUTUREPLANS

Our business strategies and future plans to drive the future growth and expansion of our business are as follows:

We intend to acquire heavy duty and large capacity construction equipment and machinery such as excavators, dump trucks, boom and scissor lifts and mobile truck cranes as well as automated and advanced construction equipment and machinery such as automatic wheel washer, and such other additional construction equipment and machinery as may be required for the performance of any of our projects. These new construction equipment and machinery with improved features and performance specifications will upgrade our capabilities and ensure that we stay abreast of technological advances in our industry. A larger and enhanced fleet of construction equipment and machinery will also enhance our capabilities to tender for a wider range of projects and also enable us to carry out construction works more efficiently and productively as well as give us the flexibility to better allocate our resources to any new projects which we are able to secure in the near future.

We also intend to construct a dormitory to house our foreign workers either at one of our existing properties or acquire a piece of land to construct a dormitory for our foreign workers who are currently housed in dormitories owned by third parties. We intend to utilise approximately S$2.00 million of our net proceeds from the Placement to part finance the acquisition of additional construction equipment and machinery and the construction of our dormitory.

(b) To explore joint ventures and strategic alliances in related business

Our Group intends to constantly explore business opportunities by collaborating with suitable partners through suitable joint ventures or strategic alliances in related business when opportunities arise and subject to commercial viability. We believe that suitable joint ventures or strategic alliances will give us access to new prospective customers. To-date, we have not identified any specific investments targets. Should opportunities arise, we will seek approvals, where necessary, from our Shareholders and the relevant authorities in compliance with relevant laws and regulations. Should such need arise, we will fund such investments from internally generated funds and/or future external fund raising activities.

We intend to utilise approximately S$2.00 million of our net proceeds from the Placement towards joint ventures and/or strategic alliances in related businesses.

We are principally engaged in building construction works as well as supply and installation of furniture/interior fitting-out works in Singapore in which we act mainly as a main contractor for primarily the Singapore government and Singapore government-related bodies. Revenue derived from the public sector for our building construction works and our supply and installation of furniture/interior fitting-out works accounted for approximately 97.01%, 99.91% and 99.70% of our total revenue for FY2010, FY2011 and FY2012 respectively.

We intend to continue to focus on public sector projects as these projects provide longer term revenue stability and our participation in such projects will increase our profile. To achieve this, we will enhance our efforts in securing more public sector projects and continue to improve our service and quality standards.

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Transactions between our Group and any interested persons (namely, our Directors, CEO or any of our Controlling Shareholders or the Associates of such persons) are generally known as interested person transactions. Save as disclosed below and under the sections entitled “Restructuring Exercise”,“Directors, Management and Staff — Service Agreements” and “General Information on Our Group — Our History” of this Offer Document, none of our Directors, CEO or Controlling Shareholders and Associates of any such Director, CEO or Controlling Shareholder was or is interested, directly or indirectly, in any material transaction undertaken by our Group during the period under review and for the period from 1 July 2012 to the Latest Practicable Date (“Relevant Period”).

PASTINTERESTEDPERSONTRANSACTIONS

Advances extended to and from our CEO, Phua Lam Soon and our Executive Director, Ong Siew Eng

From time to time, our Executive Director, Ong Siew Eng has 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 and not prejudicial to our Group.

The details of the aggregate amounts owing to Ong Siew Eng for the Relevant Period are as follows:

As at the Largest As at As at As at Latest amount during 30 June 30 June 30 June Practicable the Relevant 2010 2011 2012 Date Period (S$) (S$) (S$) (S$) (S$)

OngSiewEng 839,964 467,039 — — 500,000

Further, our Group also made non-trade related advances to and made payments on behalf of Phua Lam Soon and Ong Siew Eng from time to time. These advances and payments on behalf of Phua Lam Soon and Ong Siew Eng were unsecured, interest-free and repayable on demand, and were therefore not on an arm’s length basis.

The details of the aggregate amounts due from Phua Lam Soon and Ong Siew Eng from the respective Group companies for the Relevant Period are as follows:

As at the Largest As at As at As at Latest amount during 30 June 30 June 30 June Practicable the Relevant 2010 2011 2012 Date Period (S$) (S$) (S$) (S$) (S$)

PhuaLamSoon 835,137 1,994,312 1,477,738 — 536,000 OngSiewEng — — 542,371 — 500,000

As at the Latest Practicable Date, all amounts owing from or to Phua Lam Soon and Ong Siew Eng have been repaid.

Following the Listing, our Group does not intend to enter into similar transactions with Phua Lam Soon and Ong Siew Eng and/or their Associates.

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Guarantees and indemnities provided by our CEO, Phua Lam Soon, and our Executive Director, Ong Siew Eng

Our CEO, Phua Lam Soon, and our Executive Director, Ong Siew Eng, have provided guarantees and indemnities in respect of our Group’s obligations under certain credit facilities, details of which are set out below:

Largest amount Expiry date1 outstanding (as stated in Guarantees during the letter of Bank/ and/or Amount Relevant indemnity/ Insurance Facilities in indemnities guaranteed Period indemnity company Facilities favour of provided by (S$) (S$) agreement)

QBE Insurance Guarantee TesaTape Phua Lam 37,4745 37,475 31January2009 (International) Asia Pacific Soon and or further to the Limited Pte. Ltd. Ong Siew Eng completion date of the underlying contract

QBE Insurance Performance National Phua Lam 200,650 200,650 7August2009or (International) bond Service Resort Soon and further to the Limited & Country Club Ong Siew Eng completion date of the underlying contract

QBE Insurance Guarantee PSA Phua Lam 50,000 50,000 6December2009 (International) Corporation Soon and Ong Limited Limited Siew Eng

First Capital Performance Singapore Civil Phua Lam 482,500 482,500 10January2010 Insurance Bond Defence Force Soon and provided always Limited Ong Siew Eng that the expiry date shall be automatically extended for successive periods of six months unless a 90 days’ written notice not to extend the guarantee in respect of any future extension is given prior to the expiry date

QBE Insurance Performance HDB Phua Lam 30,975 30,975 18April2010or (International) guarantee Soon and further to the Limited Ong Siew Eng completion date of the underlying contract

QBE Insurance Guarantee MCYS PhuaLam 9,750 9,750 31May2010or (International) Soon and further to the Limited Ong Siew Eng completion date of the underlying contract

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SHC Capital Insurance MOE Phua Lam 206,083 206,083 30June2010 Limited guarantee/ Soon and performance Ong Siew Eng bond

China Insurance Performance Serangoon Phua Lam 422,072 422,072 16July2010 Co. (Singapore) guarantee Gardens Soon and Pte. Ltd. (now Country Club Ong Siew Eng known as China Taiping Insurance (Singapore) Pte. Ltd.)

SHC Capital Insurance MOE Phua Lam 42,075 42,075 31August2010 Limited guarantee/ Soon and performance Ong Siew Eng bond

SHC Capital Performance Defence Phua Lam 400,000 400,000 18September Limited bond Science & Soon and 2010 provided Technology Ong Siew Eng always that the Agency expiry date shall be automatically extended for successive period of six months unless a 90 days’ written notice not to extend the guarantee in respect of any future extension is given prior to the expiry date

QBE Insurance Performance National Phua Lam 336,000 336,000 30November (International) bond Environment Soon and 2010 or further to Limited Agency Ong Siew Eng the completion date of the underlying contract

China Insurance Security Jurong Town Phua Lam 282,500 282,500 31January2011 Co. (Singapore) bond Council Soon and Pte. Ltd. (now Ong Siew Eng known as China Taiping Insurance (Singapore) Pte. Ltd.)

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SHC Capital Performance Defence Phua Lam 400,000 400,000 18June2011 Limited bond Science & Soon and provided always Technology Ong Siew Eng that the expiry Agency date shall be automatically extended for successive period of six months unless a 90 days’ written notice not to extend the guarantee in respect of any future extension is given prior to the expiry date

AXA Insurance Performance West Coast Phua Lam 105,000 105,000 14March2012 Singapore Pte bond Town Council Soon and and shall be Ltd Ong Siew Eng automatically extended for successive periods of one year unless a three months’ notice not to extend the guarantee is given prior to the expiry date

AXA Insurance Performance SUTD PhuaLam 522,000 522,000 1August2012 Singapore Pte guarantee Soon and unless a 90 days’ Ltd Ong Siew Eng written notice not to extend the guarantee in respect of any future extension is given prior to the expiry date

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AXA Insurance Performance HDB Phua Lam 587,500 587,500 4November2013 Singapore Pte guarantee Soon and provided always Ltd Ong Siew Eng that the expiry date shall be automatically extended for successive period of six months unless a 90 days’ written notice not to extend the guarantee in respect of any future extension is given prior to the expiry date

AXA Insurance Performance HDB Phua Lam 537,000 537,000 28February2014 Singapore Pte guarantee Soon and provided always Ltd Ong Siew Eng that the expiry date shall be automatically extended for successive period of six months unless a 90 days’ written notice not to extend the guarantee in respect of any future extension is given prior to the expiry date

Note:

1 All the guarantees and/or indemnities provided by Phua Lam Soon and Ong Siew Eng had expired notwithstanding the expired date stated in the letter of indemnity/indemnity agreement.

As no fees were paid to Phua Lam Soon and Ong Siew Eng for the provision of the guarantees and indemnities set out above, our Directors are of the view that the above arrangements were not carried out on an arm’s length basis or on normal commercial terms but were to the benefit of our Group.

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PRESENTANDON-GOINGINTERESTEDPERSONTRANSACTIONS

Guarantees, indemnities and other collateral(s) provided by our CEO, Phua Lam Soon, and our Executive Directors, Ong Siew Eng and Ng Kok Seng

As at the Latest Practicable Date, our CEO, Phua Lam Soon, and our Executive Directors, Ong Siew Eng and Ng Kok Seng, have provided guarantees, indemnities and other collaterals in respect of our Group’s obligations under certain credit facilities, details of which are set out below:

Largest amount Outstanding outstanding amount as at Guarantees, during the the Latest Bank/ indemnities and Amount Relevant Practicable Insurance other collaterals guaranteed Period Date company Facilities provided by (S$) (S$) (S$)

OCBC General working capital Guarantee and 10,500,000 — — financing indemnity given by Phua Lam Overdraft of S$500,000 Soon and Ong Siew Eng General project financing line

Accounts receivables financing of S$10,000,000

Sub-total of S$10,500,000 UOB Overdraft—Bridging Joint and several 1,000,000 — — loan of S$1,000,000 guarantee given under SPRING by Phua Lam Singapore’s Local Soon and Enterprise Finance Ong Siew Eng Scheme UOB Lineofcreditof (i) First legal 3,020,000 1,470,000 1,470,000 S$3,020,000 mortgage (open) comprising: over an office at 54 Maude Road 1-year commercial #02-06 property loan of Townshend S$1,470,000 Building Overdraft of S$500,000 Singapore 208346 owned by Phua Letters of credit of Lam Soon and S$800,000 Ong Siew Eng

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Trust receipts of (ii) Letter of (S$800,000) charge and set-off given by Ong Performance guarantee Siew Eng in of S$200,000 respect of Credit limit for credit structured card of S$50,000 deposits of not less than Total of S$3,020,000 S$100,000 (iii) Joint and several guarantee for S$1,874,114 given by Phua Lam Soon and Ong Siew Eng (iv) Joint and several guarantee for S$1,470,000 given by Phua Lam Soon and Ong Siew Eng UOB Lineofcreditof Joint and several 70,000 70,000 70,000 S$70,000 for a hire guarantee given purchase facility by Phua Lam Soon and Ong Siew Eng UOB Hirepurchasefacilityof Phua Lam Soon 200,000 200,000 97,631 S$200,000 and Ong Siew Eng ECICS Limited Guarantee1 (subject to Joint and several 4,200,000 4,200,000 4,200,000 an aggregate limit in guarantee given respect of the principal by Phua Lam amount of all Soon and Ong guarantees of Siew Eng S$4,200,000) AXA Insurance Performance guarantee Phua Lam Soon 4,698,954 4,698,954 4,698,954 Singapore and Ong Siew Pte Ltd Eng QBE Insurance Performancebond PhuaLamSoon 225,000 225,000 225,000 (International) and Ong Siew Limited Eng The Overseas Securitybond PhuaLamSoon 242,680 242,680 242,680 Assurance and Ong Siew Corporation Eng Limited

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AXA Insurance Performance guarantee Phua Lam Soon 800,000 800,000 800,000 Singapore and Ong Siew Pte Ltd Eng ECICS Limited Performance guarantee Phua Lam Soon 767,500 767,500 767,500 and Ong Siew Eng QBE Insurance Guarantee PhuaLamSoon, 11,850 11,850 11,850 (International) Ong Siew Eng Limited and Ng Kok Seng AXA Insurance Performance guarantee Phua Lam Soon, 18,150 18,150 18,150 Singapore Ong Siew Eng Pte Ltd and Ng Kok Seng AXA Insurance Performance guarantee Phua Lam Soon, (i) 8,750 17,500 17,500 Singapore Ong Siew Eng Pte Ltd and Ng Kok Seng (ii) 8,750

In November 2012, we were awarded a project involving A&A to existing Bukit Panjang Primary School, Greenridge Primary School, Lakeside Primary School and Princess Elizabeth Primary School. The approximate contract sum (excluding GST and based on a letter of award/acceptance issued by MOE) is S$31.90 million. As at the Latest Practicable Date, relevant documentations (such as insurance, performance guarantee and personal guarantee) pertaining to such project have yet to be finalised.

The interest rates applicable to the above credit facilities range from 2.80% to 5.75% per annum. As no fees are paid to Phua Lam Soon and Ong Siew Eng for the provision of the guarantees and indemnities set out above, our Directors are of the view that the above arrangements are not carried out on an arm’s length basis or on normal commercial terms but are to the benefit of our Group.

Following the admission of our Company to the Catalist, we intend to request for the discharge of the guarantees and indemnities set out above provided by Phua Lam Soon and Ong Siew Eng and replace them with corporate guarantees and corporate charges provided by our Group. Our Directors do not expect any material change in the terms and conditions of the relevant credit facilities arising from the discharge of the personal guarantees and/or indemnities. Nevertheless, each of Phua Lam Soon and Ong Siew Eng has given an undertaking to our Company that in the event that the relevant banks does not agree to the release of his/her personal guarantees or indemnities, he/she will not withdraw or revoke such guarantees and/or indemnities, and that such guarantees and/or indemnities will remain in full force and effect. Each of them has further confirmed that he/she will not receive any consideration (monetary or otherwise) for the provision of the above forms of security in the future.

Provision of advisory services by our Non-executive Director, Foo Shiang Ping

In May 2012, we engaged our Non-executive Director, Foo Shiang Ping, as our advisor to the Listing.

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The aggregate amounts (including disbursements) paid and to be paid (this will be settled on or about the time of the Listing) to Foo Shiang Ping by our Group for his services as our advisor to the Listing for the Relevant Period are set out as follows:

1 July 2012 to the Latest Practicable FY2012 Date (S$) (S$)

AmountpaidandtobepaidtoFooShiangPing 8,000 40,000

Our Directors are of the view that the above transaction was carried out on an arm’s length basis and based on normal commercial terms and market prices which Foo Shiang Ping charges his other clients for similar services.

Following the Listing and depending on our requirements, Foo Shiang Ping may continue to provide advisory services to our Company if it is in the interest of our Company to engage these services. In the event that Foo Shiang Ping provides any future services to our Group, we will adhere to the guidelines and procedures as described in the section entitled “Interested Person Transactions — Guidelines and Review Procedures for Future Interested Person Transactions” of this Offer Document and Chapter 9 of the Catalist Rules.

Tenancy of premises to Logistics Construction for use as carpentry workshop

On 31 October 2012, Logistics Construction entered into a tenancy agreement with our CEO, Phua Lam Soon, and our Executive Director, Ong Siew Eng, pursuant to which Phua Lam Soon and Ong Siew Eng agreed to let and Logistics Construction agreed to take the property located at 10 Admiralty Street #04-58 Singapore 757695 (“Northlink Building Premises”), having an area of approximately 482.00 sq m, for a term of two years commencing 1 November 2012 with an option to renew for a further term of one year at a monthly rent of S$5,000 (exclusive of monthly service charge) for use by Logistics Construction as its office, workshop or carpentry workshop.

Prior to 1 November 2012, Logistics Construction leased on a month-to-month basis the Northlink Building Premises, from our CEO, Phua Lam Soon, and Executive Director, Ong Siew Eng for a monthly rent of S$5,000 (exclusive of maintenance fee) for use by Logistics Construction as its carpentry workshop.

The aggregate rent paid by Logistics Construction to Phua Lam Soon and Ong Siew Eng for the Relevant Period are set out as follows:

1 July 2012 to the Latest Practicable FY2010 FY2011 FY2012 Date (S$) (S$) (S$) (S$)

RentpaidbyLogisticsConstruction 60,000 60,000 60,000 25,000

Our Directors are of the view that the monthly rent paid by Logistics Construction to Phua Lam Soon and Ong Siew Eng for the above transaction throughout the Relevant Period was lower than the market rate for rent of a similar facility in the same location and was thus not carried out on an arm’s length basis but was beneficial to our Group.

134 INTERESTEDPERSONTRANSACTIONS

Following the Listing, any renewal of the tenancy for the above facility will be entered into in accordance with the guidelines and procedures as described in the section entitled “Interested Person Transactions — Guidelines and Review Procedures for Future Interested Person Transactions” of this Offer Document and Chapter 9 of the Catalist Rules.

GUIDELINESANDREVIEWPROCEDURESFORFUTUREINTERESTEDPERSON TRANSACTIONS

We have established the following procedures to ensure that the interested person transactions as defined under the Catalist Rules are undertaken on an arm’s length basis and on normal commercial terms:

(a) In relation to any purchase of products or procurement of services from interested persons, quotes from at least two unrelated third parties in respect of the same or substantially the same type of transactions will be used as comparison wherever possible. The purchase price or procurement price shall not be higher than the most competitive price of the two comparative prices from the two unrelated third parties.

(b) In relation to any sale of products or provision of services to interested persons, the price and terms of two other completed transactions of the same or substantially the same type of transactions to unrelated third parties are to be used as comparison wherever possible. The interested persons shall not be charged at rates lower than that charged to the unrelated third parties.

(c) When leasing property from or to interested persons, our Directors shall take appropriate steps to ensure that the amount of rent for such lease is commensurate with the prevailing market rates, including adopting measures such as making relevant enquiries with landlords of properties of similar location and size, or obtaining necessary reports or reviews published by property agents (including an independent valuation report by a property valuer, where appropriate). The rent payable shall be based on the most competitive market rental rate of similar properties in terms of size and location, based on the results of the relevant enquiries.

(d) Where it is not possible to compare against the terms of other transactions with unrelated third parties and given that the products or services may be purchased only from an interested person, the interested person transaction will be approved by either our CEO or FC, who has no interest in the transaction, in accordance with our usual business practices and policies. In determining the transaction price payable to the interested person for such products and/or services, factors such as, but not limited to, quantity, requirements and specifications will be taken into account.

All interested person transactions above $100,000 are to be approved by a Director who shall not be an interested person in respect of the particular transaction. Any contract 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 margin given or price received by us for the same or substantially similar type of transactions between us and unrelated parties and the terms are not 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 not more favourable than those extended to unrelated parties.

135 INTERESTEDPERSONTRANSACTIONS

In addition, we shall monitor all interested person transactions entered into by us, categorising the transactions as follows:

(a) a category 1 interested person transaction is one where the value thereof is equal to or more than 3.00% of the NTA of our Group based on the latest audited accounts; and

(b) a category 2 interested person transaction is one where the value thereof is less than 3.00% of the NTA of our Group based on the latest audited accounts.

Category 1 interested person transactions must be approved by the Audit Committee prior to entry. Category 2 interested person transactions need not be approved by the Audit Committee prior to entry but shall be reviewed on a semi-annual basis by the Audit Committee.

In respect of all interested person transactions, we shall adopt the following policies:

(a) Our Audit Committee will review all interested person transactions to ensure that the prevailing rules and regulations of the SGX-ST (in particular, Chapter 9 of the Catalist Rules) are complied with.

(b) In the event that a member of our Audit Committee is interested in any interested person transaction, he will abstain from deliberating, reviewing and/or approving that particular transaction.

(c) We shall maintain a register to record all interested person transactions which are entered into by our Group, including any quotations obtained from unrelated parties to support the terms of the interested person transactions.

(d) We shall incorporate into our internal audit plan a review of all interested person transactions entered into by our Group.

(e) Our Audit Committee shall review the internal audit reports at least half-yearly to ensure that all interested person transactions are carried out on an arm’s length basis and in accordance with the procedures outlined above. Furthermore, if during these periodic reviews, our Audit Committee believes that the guidelines and procedures as stated above are not sufficient to ensure that the interests of minority Shareholders are not prejudiced, we will adopt new guidelines and procedures. Our Audit Committee may request for an independent financial adviser’s opinion as it deems fit.

In addition, we are subject to the rules prescribed in the Catalist Rules. As such, we will also comply with the provisions of Chapter 9 of the Catalist Rules in respect of all future interested person transactions and if required under the Catalist Rules, we will seek our Shareholders’ approval (where necessary) for such transactions.

POTENTIALCONFLICTSOFINTERESTS

All of our Directors have a duty to disclose their interests in respect of any transaction in which they have any personal material interest or any actual or potential conflicts of interest (including a conflict that arises from their directorship or employment or personal investment in any corporation). Upon such disclosure, such Directors will not participate in any proceedings of the Board of Directors and shall abstain from voting in respect of any such transaction where the conflict arises.

136 INTERESTEDPERSONTRANSACTIONS

Save as disclosed herein, none of our Directors, Executive Officers, Substantial Shareholders or any of their Associates has any material interest, direct or indirect, in the following:

(a) any transactions to which our Company was or is to be a party;

(b) any company carrying on the same business or a similar trade as the existing business of our Group; and

Interests of Experts

No expert is interested, directly or indirectly, in the promotion of, or in any property or assets which have, within the two years preceding the date of this Offer Document, been acquired or disposed of by or leased to our Group or are proposed to be acquired or disposed of by or leased to our Group.

No expert is employed on a contingent basis by our Group, or has a material interest, whether direct or indirect, in our Shares or the shares of our subsidiary, or has a material economic interest, whether direct or indirect, in our Group, including an interest in the success of the Listing.

Interests of Manager, Sponsor and Placement Agent

In the reasonable opinion of our Directors, save as disclosed below and in the section entitled “Plan of Distribution” of this Offer Document, the Manager, the Sponsor and the Placement Agent does not have a material relationship with our Group:

(a) PPCF is the Manager, the Sponsor and the Placement Agent in respect of the Listing;

(b) PPCF will be the continuing Sponsor of our Company for a period of three years from the date our Company is admitted and listed on the Catalist; and

(c) pursuant to the Management Agreement and as part of PPCF’s management fees as the Manager and the Sponsor, the Company will allot and issue to PPCF 2,125,000 PPCF Shares (representing 1.25% of the post-Placement issued share capital of the Company) at the Issue Price for each PPCF Share. At the completion of the relevant moratorium periods as set out in the section entitled “Shareholders — Moratorium” of this Offer Document, PPCF will be disposing its shareholding interest in our Company at its discretion.

137 DIRECTORS,MANAGEMENTANDSTAFF

DIRECTORS

Our Directors are entrusted with the responsibility for the overall management of our Group. The particulars of our Directors as at the date of this Offer Document are set out below:

Designation in Name Age Address our Company

PaoKiewTee 62 50PayaLebarCrescent Non-executive Chairman and Singapore 536121 Independent Director PhuaLamSoon 50 53JalanKemuning CEO Singapore 769775 OngSiewEng 48 53JalanKemuning Executive Director Singapore 769775 NgKokSeng 40 AptBlk335 Executive Director Kang Ching Road #16-286 Singapore 610335 FooShiangPing 48 Block303ShunfuRoad#03-45 Non-executive Director Singapore 570303 TimothyChen 58 46MeyerRoad#03-03 Independent Director Singapore 437871

Information on the business and working experience, education and professional qualifications (if any) and areas of responsibilities of our Directors are set out below:

Pao Kiew Tee is our Non-executive Chairman and Independent Director. He was appointed as our Director on 24 December 2012.

Mr. Pao is a senior government auditor currently holding the position of senior group director. As a senior auditor, he leads teams in the audit of financial statements and operation audits of government ministries, statutory boards and government-linked companies. Prior to joining the Singapore government, Mr. Pao was with an accounting firm in New Zealand between 1977 and 1978. From graduation in 1974 to 1977, Mr. Pao worked for the Commercial Bank of Australia in New Zealand.

Mr. Pao holds a Bachelor of Commerce (Accounting) degree granted by University of Otago, Dunedin, New Zealand in 1974 and a Degree of Associate granted by The Bankers’ Institute of New Zealand in 1977. Mr. Pao is a chartered secretary and administrator of United Kingdom and a fellow of the Institute of Certified Public Accountants of Singapore. Mr. Pao is also currently an independent director of Communication Design International Limited, Jubilee Industries Holdings Limited and Mary Chia Holdings Limited. He was the honorary treasurer or the honorary secretary of the Serangoon Gardens Country Club for several years between 1998 and 2012. Mr. Pao is also active in various grassroots organisations.

Phua Lam Soon is our CEO and one of our co-founders. He has been a director of Logistics Construction and Apex Projects since their incorporation on 25 April 1992 and 7 October 2008 respectively. Mr. Phua was the sole first Director of our Company.

Mr. Phua is in charge of setting the strategic plans and steering the business development of our Group as well as the overall management of our Group and day to day operations. He has more than 27 years of experience in the building construction industry in Singapore. Under Mr. Phua’s

138 DIRECTORS,MANAGEMENTANDSTAFF direction, our Group has undertaken a wide range of building constructions services that it offers, from renovation and interior fitting-out works to upgrading works and main building works for public sector projects. He has also spearheaded our Group’s venture into D&B projects involving lift upgrading and home improvement programmes by HDB.

In addition to his involvement with our Group, Mr. Phua is currently the vice-chairman of the Sembawang Citizens’ Consultative Committee. In August 2010, he was conferred the Public Service Medal (Pingat Bakti Masyarakat) by the President of the Republic of Singapore.

Ong Siew Eng is our Executive Director and one of our co-founders. She has been a director of Logistics Construction and Apex Projects since their incorporation on 25 April 1992 and 7 October 2008 respectively. Ms. Ong was appointed as a Director of our Company on 31 October 2012.

Ms. Ong oversees our Group’s human resource management and administrative functions. From the incorporation of Logistics Construction until August 2012, she was in charge of the finance, budgeting, human resource and administrative functions of our Group. Between 1986 to 1991, Ms. Ong was a draftsman with Logistics Renovation & Building Construction. Prior to that, she was a product analyst with Cold Storage group between 1984 to 1986.

Ng Kok Seng is our Executive Director. He has been a director of Apex Projects since its incorporation on 7 October 2008. Mr. Ng was appointed as a Director of our Company on 31 October 2012.

Mr. Ng is in charge of our Group’s project management and worksite operations and is also involved in our Group’s business development. He has more than 15 years of experience in the building construction industry. Mr. Ng joined our Group in May 1996 as a project coordinator in charge of the daily coordination of worksite progress. From August 1998 to July 1999, he was appointed as project manager where he was in charge of managing our Group’s projects as well as the management and coordination of site personnel, subcontractors and suppliers. From August 1999 until Mr. Ng appointment as an Executive Director, he was our Group’s general manager and was in charge of overseeing our Group’s tender processes as well as its site operations.

Mr. Ng graduated with a Diploma in Building from the Singapore Polytechnic in 1992.

Foo Shiang Ping is our Non-executive Director. He was appointed as our Non-executive Director on 24 December 2012.

At present, Foo Shiang Ping is the principal consultant of SP Corporate Advisory, a boutique corporate restructuring and advisory firm based in Singapore. He has over ten years of corporate finance experience primarily dealing with initial public offerings, mergers and acquisitions, corporate restructuring transactions, as well as fund-raising activities. Prior to his appointment with us, Foo Shiang Ping had held executive positions with various financial institutions such as Oversea-Chinese Banking Corporation Limited between 1996 and 2001 and Showa Leasing (Singapore) Pte. Ltd. between 1989 and 1996.

Foo Shiang Ping graduated with a Bachelor of Business Economics (with distinction) from Brock University in Canada, in 1989. Currently, he is a member of the Singapore Institute of Directors. Since June 2011, Foo Shiang Ping has been a non-executive director of 800 Super Holdings Limited which is listed on the Catalist. He is currently serving as the vice president and treasurer of Foo Clan Association and Geylang East Home For the Aged respectively.

139 DIRECTORS,MANAGEMENTANDSTAFF

Timothy Chen is our Independent Director. He was appointed as our Director on 24 December 2012.

Mr. Chen has more than two decades of management experience in international finance, insurance, banking and corporate advisory work. He started his career as a loans officer (corporate lending) in the Bank of America (Singapore Branch) in 1981. Between 1982 and 1983, he was the assistant vice president (corporate lending) in Wells Fargo Bank (Singapore Branch). In 1984, he joined Bank of Nova Scotia as the accounts manager (international banking). From 1986 to 1999, he held the position of senior representative in Sun Life Assurance Company of Canada. From 1990 to 2000, he was the President of T&T Insurance Ltd. He was also the president of Grandview Financial Inc. from 1998 to 2001. Between 2000 and early 2005, he was the general manager of China for Sun Life Financial Inc., the holding company Sun Life Assurance Company of Canada and was also the president and chief executive officer of Sun Life Everbright Life Insurance Co., Ltd., a joint venture company of Sun Life Financial Inc. and China Everbright Group.

Since 2007, Mr. Chen has been the independent director and chairman of the audit committee of Tianjin Zhong Xin Pharmaceutical Group Corporation Limited, a large inter-regional and inter- trade pharmaceutical group with investment holding functions listed on the SGX-ST. Since 2009, he has been the independent director of Hu An Cable Holdings Ltd., a major cable manufacturer in the PRC and listed on the SGX-ST. Since 2010, Mr. Chen has been the lead independent director and chairman of the audit committee of Xinren Aluminum Holdings Limited, a major producer of primary aluminum in the PRC and listed on the SGX-ST. Also, since December 2010, he has been the lead independent director and chairman of the audit committee of TMC Education Corporation Ltd., which is listed on the SGX-ST.

Mr. Chen graduated from the University of Tennessee with a Bachelor of Science degree in 1979 and obtained his Master of Business Administration awarded by the Ohio State University in 1981. He obtained his Certified Corporate Director (ICD.D) designation from the Canadian Institute of Corporate Directors in 2006.

We believe our Directors possess relevant experience and expertise to act as directors of a listed company as evidenced by their business and working experience set out above. In addition, each of Phua Lam Soon, Ong Siew Eng and Ng Kok Seng has attended the Listed Company Director Programme entitled “Listed Company Director Essentials — Understanding The Regulatory Environment in Singapore: What Every Director Ought To Know” on 25 July 2012 conducted by the Singapore Institute of Directors to familiarise themselves with the roles and responsibilities of a director of a publicly listed company in Singapore. Each of Foo Shiang Ping, Pao Kiew Tee and Timothy Chen has prior experience as a director of a listed company in Singapore.

140 DIRECTORS,MANAGEMENTANDSTAFF

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 past five years preceding the date of this Offer Document:

Name Presentdirectorships Pastdirectorships

PaoKiewTee Groupcompanies Group companies Nil Nil

Other companies Other companies Communication Design Nil International Limited Jubilee Industries Holdings Ltd. Mary Chia Holdings Limited

PhuaLamSoon Groupcompanies Group companies Apex Projects Nil Logistics Construction

Other companies Other companies YiInvestmentPte.Ltd. ApexContractsPte.Ltd. (Struck off)

OngSiewEng Groupcompanies Group companies Apex Projects Nil Logistics Construction Other companies Other companies YiInvestmentPte.Ltd. ApexContractsPte.Ltd. (Struck off)

NgKokSeng Groupcompanies Group companies ApexProjects Nil

Other companies Other companies Nil ApexContractsPte.Ltd. (Struck off) Digo Builders Pte. Ltd.

FooShiangPing Groupcompanies Group companies Nil Nil

Other companies Other companies 800 Super Holdings Limited Cypheas Pte. Ltd. Chee Kheng & Sons Pte. Ltd. (Dissolved pursuant to members’ Rezeki Resources Private voluntary winding up) Limited

141 DIRECTORS,MANAGEMENTANDSTAFF

Name Presentdirectorships Pastdirectorships

TimothyChen Groupcompanies Group companies Nil Nil

Other companies Other companies Central Capital Assets Ltd. ChangAn Capital Pte. Ltd. Hu An Cable Holdings Ltd. (struck off) Tianjin Zhong Xin JinJiang Steel Structure Co. Ltd. Pharmaceutical Group New Century Shipbuilding Corporation Limited Limited (now known as New TMC Education Corporation Ltd. Century Shipbuilding Pte. Ltd.) Xinren Aluminum Holdings Provident Capital Inc. Limited Sunmart Holdings Limited Zheshang Property & Casualty Insurance Co. Ltd.

EXECUTIVEOFFICERS

Our day-to-day operations are entrusted to our Executive Directors who are assisted by an experienced and qualified team of Executive Officers. The particulars of our Executive Officers as at the date of this Offer Document are set out below:

Name Age Address DesignationinourCompany

HoChorYau 38 AptBlk411 FC Eunos Road 5 #16-134 Singapore 400411 YeoGoekNgo 59 9JalanDerum Accounts Executive Singapore 759422 SeeChingJiunn 34 AptBlk24 Contract Manager Canberra Drive #15-12 Singapore 768427 TeeChenChuan 32 AptBlk773 Project Manager Woodlands Drive 60 #14-200 Singapore 730773 LoyYanRu 27 AptBlk314 Administration & Human Yishun Ring Road #04-1184 Resource Manager Singapore 760314

Information on the business and working experience, education and professional qualifications (if any) and areas of responsibilities of our Executive Officers are set out below:

Ho Chor Yau is our FC. He joined our Group in August 2012.

Mr. Ho oversees all the financial accounting, internal control and SGX-ST reporting matters in our Group. Prior to joining our Group, Mr. Ho was, from December 2010 to August 2012, the FC and company secretary of Top Great Engineering & Marine Pte Ltd, a wholly-owned subsidiary of Mencast Holdings Ltd.

142 DIRECTORS,MANAGEMENTANDSTAFF

Mr. Ho started his career with PCA Technology Limited in July 2002 where he was an assistant accountant. He left PCA Technology Limited in July 2005 and from then to August 2007, he was the finance manager of Frontline Technologies Corporation Ltd (now known as BT Global Solutions Pte. Ltd.) and our group finance manager of Innovalues Limited from August 2007 to January 2009. Between January 2009 and August 2010, he was the financial controller and company secretary of Jackspeed Corporation Limited.

Mr. Ho graduated with the degree of Bachelor of Arts in Accountancy Studies from University of Portsmouth in July 2002. He is a Fellow of the Association of Chartered Certified Accountants. Mr. Ho is also a member of Institute of Certified Public Accountants of Singapore and The Institute of Chartered Secretaries And Administrators.

Yeo Goek Ngo is our Accounts Executive. She joined our Group in August 1993.

Ms. Yeo has been our Accounts Executive since August 1993 where she oversees and supervises our Group’s accounts, cash flow, financial reporting and project reporting matters including setting up and implementing the account system in our Group and consolidating project reports and financial reports of our Group.

Immediately prior to joining our Group, from March 1985 to August 1993, Ms. Yeo was self-employed for accounting and related services where she was responsible for preparing and consolidating financial reports and assisting in setting up accounting control system as per customer’s request. Between October 1979 and March 1985, she was the assistant accountant of Tylon (Singapore) Pte Ltd where she supervised the account team and was in charge of the budget control and other financial matters. Between August 1974 and June 1979, Ms. Yeo was the cost account executive of a Japanese company with business operations in Singapore where she was involved in the costing control and management of our company. Between February 1971 and June 1974, she was an accounts clerk at a local construction company where she was in charge of the maintenance of full set of accounts in terms of accounts receivables, payables, profit and loss sheet and balance sheet preparation.

Ms. Yeo graduated with a Diploma in Life Insurance from Singapore College of Insurance in 1996. Prior to that, she attended an extension course on Management Accounting and Corporate Planning at National University of Singapore in 1980 and obtained a Costing certificate and an Accounting (higher stage certificate) certificate from The London Chamber of Commerce and Industry (Commercial Education Scheme) in 1975 and 1974 respectively.

See Ching Jiunn is our Contract Manager. He joined our Group in May 2007.

He is responsible for managing our team of quantity surveyors, assisting in tender submissions, and is also involved in the administration of our contracts.

Prior to joining our Group, Mr. See was a quantity surveyor with Lian Soon Construction Pte Ltd from October 2006 to May 2007. From July 2004 to October 2006, he was a quantity surveyor with Koyo Corporation Pte Ltd and from December 2001 to June 2004, he was a quantity surveyor with Logistics Construction.

Mr. See graduated from the Singapore Polytechnic in 1999 with a Diploma in Building and Property Management.

143 DIRECTORS,MANAGEMENTANDSTAFF

Tee Chen Chuan is our Project Manager. He joined our Group in August 2007.

He is in charge of overseeing and managing the projects undertaken by our Group, including project planning, job site management and quality supervision as well as project completion. Prior to joining our Group, he was an assistant construction manager at ISGAsia (M) Sdn. Bhd. from September 2005 to August 2007. From October 2003 to September 2005, he was a project engineer with Total Teamwork Sdn. Bhd. and from June 2002 to October 2003, he was a project coordinator with Fullscan Engineering Sdn. Bhd.

Mr Tee graduated from the University of Technology Malaysia with a Bachelor of Engineering in 2002.

Loy Yan Ru is our Administration and Human Resources Manager. She joined our Group in May 2009.

Ms. Loy has been the human resources manager of both our subsidiaries, namely Logistics Construction and Apex Projects since May 2009. She oversees our Group’s human resource management and administration matters, including recruitment, staff remuneration and staff insurance matters. In addition, Ms. Loy is also involved in dealing with feedback from the public in relation to certain upgrading and home improvement projects undertaken by our Group.

Ms. Loy graduated with a Bachelor of Science (Real Estate) degree from National University of Singapore in 2008.

Save as disclosed below and excluding the directorships held in our Company, none of our Executive Officers currently holds or has held any directorships in the past five years preceding the date of this Offer Document:

Name Presentdirectorships Pastdirectorships

HoChorYau Groupcompanies Group companies Nil Nil

Other companies Other companies Nil Nil

YeoGoekNgo Groupcompanies Group companies Nil Nil

Other companies Other companies Nil KaydenManagementServices Pte. Ltd.

TeeChenChuan Groupcompanies Group companies Nil Nil

Other companies Other companies Nil Nil

144 DIRECTORS,MANAGEMENTANDSTAFF

Name Presentdirectorships Pastdirectorships

SeeChingJiunn Groupcompanies Group companies Nil Nil

Other companies Other companies Nil Nil

LoyYanRu Groupcompanies Group companies Nil Nil

Other companies Other companies Nil Nil

To the best of our knowledge and belief, there is no arrangement or undertaking with a Substantial Shareholder, customer or supplier of our Company or other person, pursuant to which any of our Directors or Executive Officers was selected as a Director or Executive Officer of our Company.

MANAGEMENTREPORTINGSTRUCTURE

Board of Directors

CEO Phua Lam Soon

FC Executive Director Executive Director Ho Chor Yau Ng Kok Seng Ong Siew Eng

Administration & Accounts Contract Human Resource Executive Manager Project Manager Manager Yeo Goek Ngo See Ching Jiunn Tee Chen Chuan Loy Yan Ru

145 DIRECTORS,MANAGEMENTANDSTAFF

REMUNERATIONOFDIRECTORS,EXECUTIVEOFFICERSANDRELATED EMPLOYEES

Directors and Executive Officers

The remuneration (including salary, bonus, contributions to CPF, directors’ fees and benefits-in-kind) paid or payable to our Directors and Executive Officers on a pro forma basis and in remuneration bands for FY2011 and FY2012 and the estimated remuneration payable to them on a pro forma basis and in remuneration bands for FY2013 are as follows:

Estimated for FY2011 FY2012 FY20132

Directors PaoKiewTee — — BandA1 PhuaLamSoon BandA1 Band A1 Band B1 OngSiewEng BandA1 Band A1 Band B1 NgKokSeng BandA1 Band A1 Band A1 FooShiangPing — — BandA1 TimothyChen — — BandA1

Executive Officers Ho Chor Yau3 — — Band A1 YeoGoekNgo BandA1 Band A1 Band A1 SeeChingJiunn BandA1 Band A1 Band A1 TeeChenChuan BandA1 Band A1 Band A1 LoyYanRu BandA1 Band A1 Band A1

Notes: 1 Remuneration bands: Band A refers to remuneration of up to S$250,000 per annum. Band B refers to remuneration from S$250,001 to S$500,000 per annum. 2 The estimated remuneration for FY2012 does not include performance bonus payable under the Service Agreements of our CEO, Phua Lam Soon. 3 Ho Chor Yau joined our Group in August 2012. Loy Yan Ru holds a managerial position in our Group. The aggregate remuneration of Loy Yan Ru, which included salary, bonus, contributions to mandatory provident fund scheme/employees provident fund and benefits-in-kind, is less than S$250,000 for each of FY2010, FY2011 and FY2012. The remuneration of Loy Yan Ru is determined on the same basis as those of unrelated employees.

The remuneration of our employees who are Associates of 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. Any bonus, pay increases and/or promotions for these employees will also be subject to the review and approval of our Remuneration Committee. In addition, any new employment of employees who are Associates 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.

146 DIRECTORS,MANAGEMENTANDSTAFF

Related employees

Save as disclosed below and in the section entitled “Shareholders — Ownership Structure” of this Offer Document, none of our Directors, Executive Officers or Substantial Shareholders is related to one another by blood or marriage:

Designation in our Name Company/Group Relationship

PhuaLamSoon CEO Husband of Ong Siew Eng Director of Logistics Construction Uncle of Loy Yan Ru and Apex Projects Ong Siew Eng Executive Director Wife of Phua Lam Soon Director of Logistics Construction Aunt of Loy Yan Ru and Apex Projects Loy Yan Ru Administration & Human Resource Niece of Phua Lam Soon and Manager Ong Siew Eng

EMPLOYEES

As at the Latest Practicable Date, we have 218 full-time employees. We do not experience any significant seasonal fluctuation in the number of our employees. A breakdown of our full-time employees by job functions is as follows:

As at the Latest As at 30 As at 30 As at 30 Practicable Job functions June 2010 June 2011 June 2012 Date

Management1 3 5 5 8 Accounts, administration and human resource2 9 11 16 18 Site personnel3 48 50 55 62 Construction workers4 55 78 102 130

Total 115 144 178 218

Notes:

1 Our CEO, Executive Directors and Executive Officers are classified under management.

2 Our quantity surveyors, accounts, administration and human resources staff are classified under accounts, administration and human resources. 3 Our site managers, construction engineers, site architects, M&E co-ordinators, safety personnel, site supervisors, land surveyors and other general site workers are classified under site personnel.

4 Construction workers include Singaporeans, Singapore permanent residents and S pass and work permit holders who are hired on one to two years’ work permit on a project to project basis.

147 DIRECTORS,MANAGEMENTANDSTAFF

The increase in the overall number of full-time employees is in line with the increase in our overall business activities.

The number of temporary employees employed by us during the period under review has been insignificant.

To the best of our Directors’ knowledge, none of our employees are unionised. The relationship between our management and employees has always been good and this is expected to continue. There has not been any incidence of work stoppages arising from labour disputes which affected our operations.

All our employees are based in Singapore and are employed on a full-time basis except for our construction workers who are paid a daily rate.

SERVICEAGREEMENTS

Our Company has entered into separate Service Agreements with each of our Executive Directors, Phua Lam Soon, Ong Siew Eng and Ng Kok Seng (collectively, the “Appointees”) dated 31 October 2012. Each Service Agreement is valid for an initial period of three years with effect from the date of our listing on the Catalist, and thereafter, for such period as the Board of Directors may decide. During the initial period of three years, either party may terminate the Service Agreement by giving to the other party not less than six months’ notice in writing, or in lieu of notice, payment of an amount equivalent to six months’ salary based on the Appointees’ last drawn monthly salary provided always that the Appointees shall not be entitled to terminate their employments with our Company during the initial period of three years. Our Group may also terminate the employment of the Appointee without notice or payment in lieu of notice if the Appointee, in the reasonable opinion of the Board of Directors, shall:

(a) be guilty of any misconduct or neglect in the discharge of his/her duties under the Service Agreement; or

(b) breach any material provision of the Service Agreement; or

(d) become bankrupt or make any arrangement or composition with his/her creditors generally; or

(e) commit any act that is reported in the general or trade press or otherwise achieves general notoriety which involves conduct that is likely to be regarded as illegal, immoral or scandalous and which, in the reasonable opinion of the Board of Directors, is likely to discredit the Appointee to a degree which materially reduces the value of his/her services to our Company or may discredit our Company through association with the Appointee.

The Service Agreement with each Appointee shall also automatically terminate without any notice or payment in lieu if the Appointee:

(a) becomes prohibited by law or any order from any regulatory body or governmental authority from being or ceases to be an employee or Director for any reason whatsoever;

(b) is convicted of any criminal offence (save 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.

148 DIRECTORS,MANAGEMENTANDSTAFF

Pursuant to the terms of the respective Service Agreements, Phua Lam Soon, Ong Siew Eng and Ng Kok Seng are entitled to receive a basic monthly salary of S$40,000, S$30,000 and S$10,000 (plus such additional provident fund contributions as are mandatory under applicable laws) respectively. Each of them is entitled to receive a fixed bonus of S$40,000, S$90,000 and S$30,000 respectively per annum. In addition, Phua Lam Soon, Ong Siew Eng and Ng Kok Seng are entitled to a monthly car allowance of S$4,000, S$4,000 and S$2,000, respectively.

Apart from the above, Phua Lam Soon will also be entitled to an annual profit sharing (“Annual Profit Sharing”) for each FY based on a percentage of our PBT, provided that our PBT is more than S$5.00 million for that FY and that he is under the employment of our Group on the last day of that FY. For this purpose, “PBT” shall, with respect to a FY of our Group, refer to the audited consolidated profit of our Group before deducting income tax expense, non-recurring or one off exceptional items and non-controlling interests and before paying the Annual Profit Sharing. The Annual Profit Sharing payable to Phua Lam Soon for each FY will be determined as follows:

Earnings before interest and tax (per year) Profit Sharing for full FY

More than S$5.00 million but less than or equal 5.00% of PBT for the amount in excess of to S$6.00 million S$5.00 million

MorethanS$6.00million The aggregate of S$50,000 and 7.00% of PBT for the amount in excess of S$6.00 million

Under the Service Agreements, the remuneration of the Appointees is subject to review by the Remuneration Committee after the accounts of our Company have been audited at the end of each FY, and any revision of the remuneration package of the Appointees as recommended by the Remuneration Committee shall be subject to the endorsement of the Board of Directors. The relevant Appointee shall abstain from voting in respect of any resolution or decision to be made by our Board of Directors in relation to the terms and renewal of his/her Service Agreement. The revised remuneration package of the Appointees shall, with respect to each such revision, take effect retrospectively from the first day of the FY immediately following the FY just ended, or from such other date as decided by the Remuneration Committee.

Under the Service Agreements, each of Phua Lam Soon, Ong Siew Eng and Ng Kok Seng has covenanted not to, during his/her employment under the Service Agreement and within a period of one year upon his/her ceasing to be employed under his/her Service Agreement within Singapore or such other country in which our Group carries on business, directly or indirectly, except with our Company’s prior written consent, either on his/her own account or for any other person directly or indirectly solicit, interfere with or endeavour to entice away from us any person who to his/her knowledge is now or has been our client, customer or executive of, or in the habit of dealing with us for one year after ceasing to be employed under his/her Service Agreement.

Each of Phua Lam Soon, Ong Siew Eng and Ng Kok Seng has also covenanted not to, during his/her employment under the Service Agreement and within a period of one year upon his/her ceasing to be employed under his/her Service Agreement within Singapore or such other country in which our Group carries on business, directly or indirectly, except with our Company’s prior written consent, either alone or jointly with or as a manager, agent for, director or executive of any person, firm or company, directly or indirectly carry on or be engaged or concerned or interested in any company, firm or partnership carrying on whether or not as its principal business the business undertaken or engaged by us or in any business similar to or in competition with our business. They have also covenanted not to, during his/her employment under the Service Agreement and within a period of one year upon his/her ceasing to be employed under his/her

149 DIRECTORS,MANAGEMENTANDSTAFF

Service Agreement within Singapore or such other country in which our Group carries on business, directly or indirectly, except with our Company’s prior written consent, either alone or jointly with any other person, directly or indirectly, hold any ownership interests in any company, firm or partnership engaged in the business undertaken or engaged by us or in any business similar to or in competition with our business.

Had the Service Agreements been in place with effect from FY2012, the aggregate remuneration (including CPF contributions and other benefits) paid to the Appointees for FY2012 would have been approximately S$1.34 million instead of approximately S$0.45 million and our PBT for FY2012 would have been approximately S$5.29 million instead of approximately S$6.19 million.

Our Group has also previously entered into various letters of employment with all our Executive Officers. Such letters typically provide for the salary payable to our Executive Officers, their working hours, medical benefits, grounds of termination and certain restrictive covenants.

Save as disclosed above, there are no other existing or proposed service agreements between our Company or our subsidiaries and any of our Directors or Executive Officers.

There is no existing or proposed service contract entered or to be entered into by our Directors with our Company or any of our subsidiaries which provide for benefits upon termination of employment.

150 CORPORATE GOVERNANCE

Our Directors recognise the importance of corporate governance and the offering of high standards of accountability to our Shareholders.

Our Board of Directors has formed three committees: (i) the Nominating Committee; (ii) the Remuneration Committee; and (iii) the Audit Committee.

Nominating Committee

Our Nominating Committee comprises Timothy Chen, Pao Kiew Tee and Phua Lam Soon. The Chairman of the Nominating Committee is Timothy Chen.

Our Nominating Committee will be responsible for:

(a) reviewing and recommending the nomination or re-nomination of our Directors having regard to our Director’s contribution and performance;

(b) determining on an annual basis whether or not a Director is independent;

(d) reviewing and approving any new employment of related persons and the proposed terms of their employment.

The Nominating Committee will decide how the Board of Directors’ performance is to be evaluated and propose objective performance criteria, subject to the approval of the Board of Directors, which address how the Board of Directors has enhanced long-term shareholders’ value. The Board of Directors will also implement a process to be carried out by the Nominating Committee for assessing the effectiveness of the Board of Directors as a whole and for assessing the contribution of each individual Director to the effectiveness of the Board of Directors. Each member of the Nominating Committee shall abstain from voting on any resolutions in respect of the assessment of his performance or re-nomination as a director.

Remuneration Committee

Our Remuneration Committee comprises Timothy Chen, Pao Kiew Tee and Foo Shiang Ping. The Chairman of the Remuneration Committee is Timothy Chen.

Our Remuneration Committee will recommend to our Board of Directors a framework of remuneration for our Directors and Executive Officers, and determine specific remuneration packages for each Executive Director. The recommendations of our Remuneration Committee should be submitted for endorsement by the entire Board of Directors. All aspects of remuneration, including but not limited to directors’ fees, salaries, allowances, bonuses and other benefits-in-kind shall be covered by our Remuneration Committee. Each member of the Remuneration Committee shall abstain from voting on any resolutions in respect of his remuneration package.

The remuneration of related employees 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. 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 the event that a member of our Remuneration Committee is related to the employee under review, he will abstain from participating in the review.

151 CORPORATE GOVERNANCE

Audit Committee

Our Audit Committee comprises Pao Kiew Tee, Timothy Chen and Foo Shiang Ping. The Chairman of the Audit Committee is Pao Kiew Tee.

Our Audit Committee does not have any existing business or professional relationship of a material nature with our Group, our Directors or Controlling Shareholders.

Our Audit Committee shall meet periodically to perform the following functions:

(a) review with the external auditors the audit plans, their evaluation of the system of internal controls, their audit report, their management letter and our management’s response;

(b) review with the internal auditors the internal audit plans 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 prior to the incorporation of such results in our annual report (where necessary);

(c) review the internal control and procedures and ensure co-ordination between the external auditors and our management, and 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);

(d) review the external auditor’s reports;

(e) review the co-operation given by our Company’s officers to the external auditor;

(f) review the half-yearly and annual, and quarterly if applicable, financial statements and results announcements 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, the going concern statement, compliance with accounting standards as well as compliance with any stock exchange and statutory/regulatory requirements;

(g) review and discuss with the external auditor any suspected fraud or irregularity, or suspected infringement of any relevant laws, rules or regulations, which has or is likely to have a material impact on our Group’s operating results or financial position, and our management’s response;

(h) consider the appointment or re-appointment of the external auditor and matters relating to resignation or dismissal of the auditor;

(i) review transactions falling within the scope of Chapter 9 and Chapter 10 of the Catalist Rules (if any);

(j) review potential conflicts of interest (if any) and to set out a framework to resolve or mitigate any potential conflicts of interests;

(k) review the effectiveness and adequacy of our administrative, operating, internal accounting and financial control procedures;

152 CORPORATE GOVERNANCE

(l) review our key financial risk areas, with a view to providing an independent oversights on our Group’s financial reporting, the outcome of such review to be disclosed in the annual reports or the findings are material, immediately announced via SGXNET;

(m) 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;

(n) generally to undertake such other functions and duties as may be required by statute or the Catalist Rules, and by such amendments made thereto from time to time;

(o) review arrangements by which our staff may, in confidence, raise concerns about possible improprieties in matters of financial reporting and to ensure that arrangements are in place for the independent investigations of such matter and for appropriate follow-up; and

(p) review our Group’s compliance with such functions and duties as may be required under the relevant statutes or the Catalist Rules, including such amendments 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 suspected infringement of any Singapore law, rule or regulation which has or is likely to have a material impact on our Company’s operating results and/or financial position. In the event that a member of our Audit Committee is interested in any matter being considered by our Audit Committee, he will abstain from reviewing and deliberating on that particular transaction or voting on that particular resolution.

Our Board of Directors, after making all reasonable enquiries and to the best of its knowledge and belief, with the concurrence of our Audit Committee, is of the opinion that the internal controls of our Group are adequate to address operational, financial and compliance risks. In arriving at such adequacy opinion, our Board is of the view that the internal controls of our Group have reasonable assurance about achieving the objectives of the categories (a), (b) and (c) as set out below.

For purpose of the above paragraph and in line with the Singapore Standards on Auditing and the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) Internal Controls- Integrated Framework, “internal controls” is broadly defined as “a process effected by an entity’s board of directors and other personnel, designed to provide reasonable assurance regarding the achievement of objectives in the following categories:

(a) effectiveness and efficiency of operations;

(b) reliability of financial reporting; and

153 CORPORATE GOVERNANCE

The first category addresses an entity’s basic business objectives, including performance and profitability goals and safeguarding of assets. The second category relates to the preparation of reliable published financial statements, including interim and condensed financial statements and selected financial data derived from such statements, such as earning releases, reported publicly. The third category deals with complying with those laws and regulations to which the entity is subject.1

The Audit Committee shall also commission an annual internal control audit until such time as the Audit Committee is satisfied that our Group’s internal controls are robust and effective enough to mitigate our Group’s internal control weaknesses (if any). Currently, our Board of Directors, with the concurrence of our Audit Committee, is of the view that our internal control procedures are adequate to address financial, operational and compliance risks. Prior to the decommissioning of such an annual audit, our Board of Directors is required to report to the SGX-ST and the Manager and Sponsor on how the key internal control weaknesses have been rectified, and the basis for the decision to decommission the annual internal control audit. Thereafter, such audits may be initiated by the Audit Committee as and when it deems fit to satisfy itself that our Group’s internal controls remain robust and effective. Upon completion of the internal control audit, appropriate disclosure must be made via SGXNET on any material, price sensitive internal control weaknesses and any follow-up actions to be taken by our Board of Directors.

Our Audit Committee and our Sponsor, PPCF, after having conducted an interview with Ho Chor Yau and considered:

(a) Ho Chor Yau’s qualifications and past working experiences including his prior experience as FC of Top Great Engineering & Marine Pte Ltd and Jackspeed Corporation Limited, as being compatible with his position as our Group’s FC;

(b) Ho Chor Yau’s demonstration of the requisite competency in finance-related matters in connection with the preparation for our Company’s Catalist listing;

(c) the absence of negative feedback on Ho Chor Yau from the representatives of our Group’s Independent and Reporting Auditor, Nexia TS Public Accounting Corporation and the internal auditor, KPMG Services Pte. Ltd., both of whom had worked closely with him on finance- related and internal control matters in preparation for our Company’s Catalist Listing; and

(d) Ho Chor Yau’s responses to questions posed to him at various meetings and discussions, are of the view that Ho Chor Yau is suitable for the position of FC of our Group. Further, after making all reasonable enquiries, and to the best of our knowledge and belief, nothing has come to the attention of our Audit Committee members and PPCF to cause them to believe that Ho Chor Yau does not have the competence, character and integrity expected of a FC of a listed issuer.

1 http://www.internalcompliance.com/docs/Summary%20of%20COSO%20Internal%20Control%20Framework.pdf and http://www.coso.org/

We have not sought the consent of the COSO nor has the COSO provided their consent to the inclusion of the above information extracted from their website and disclaim any responsibility in relation to reliance on the above information. As the COSO has not consented to the inclusion of the above information in this Offer Document for the purposes of section 249 of the Securities and Futures Act, they are therefore not liable for the relevant information under sections 253 and 254 of the Securities and Futures Act. While reasonable actions have been taken by our Directors and the Vendors to ensure that the relevant statements from the relevant information have been accurately and correctly extracted from those sources and/or reproduced in their proper form and context, our Company, the Vendors, the Manager, the Sponsor and the Placement Agent have not conducted an independent review of the information contained in the relevant website or publication and have not verified the accuracy of the contents of the relevant statements.

154 CORPORATE GOVERNANCE

In addition, Ho Chor Yau shall be subject to performance appraisal by our Audit Committee on an annual basis to ensure satisfactory performance.

BOARDPRACTICES

Each of our Directors has served in office in our Company since the following dates:

Name Dateofcommencement PaoKiewTee 24December2012 PhuaLamSoon 5October2012 OngSiewEng 31October2012 NgKokSeng 31October2012 FooShiangPing 24December2012 TimothyChen 24December2012

Our Directors are appointed by our Shareholders at a general meeting, and an election of Directors takes place annually. One third (or the number nearest one third) of our Directors, are required to retire from office at each annual general meeting. Further each Director is required to retire from office at least once in every three years. However, a retiring Director is eligible for re-election at the meeting at which he retires. Further details on the appointment and retirement of Directors can be found in the section entitled “Summary of Selected Articles of Association” as set out in Appendix D of this Offer Document.

155 EXCHANGECONTROLS

There are no Singapore governmental laws, decrees, regulations or other legislation in force that may affect:

(a) the import or export of capital, including the availability of cash and cash equivalents for use by our Group; and

(b) the remittance of dividends, interest or other payments to non-resident holders of our Company’s securities.

156 CLEARANCEANDSETTLEMENT

Upon listing and quotation on the Catalist, our Shares will be traded under the book-entry settlement system of the CDP, and all dealings in and transactions of our Shares through Catalist will be effected in accordance with the terms and conditions for the operation of securities accounts with the CDP, as amended, modified or supplemented from time to time.

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 the Catalist 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 our 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 the Catalist must deposit with CDP their share certificates together with the duly executed and stamped instruments of transfer in favour of CDP, and have their respective securities accounts credited with the number of Shares deposited before they can effect the desired trades. A fee of S$10.00 subject to GST at the prevailing rate (currently 7.00%) is payable to CDP 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 our Shares that are settled on a book-entry basis.

A Singapore clearing fee for trades in our Shares on the Catalist is payable at the rate of 0.04 per cent. 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 GST at the prevailing rate (currently 7.00%) (or such other rate prevailing from time to time).

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 Catalist 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 agent. The CDP agent may be a member company of the SGX-ST, bank, merchant bank or trust company.

157 GENERAL AND STATUTORY INFORMATION

INFORMATIONONDIRECTORSANDEXECUTIVEOFFICERS

1. Saved as disclosed below, none of our Directors, Executive Officers and Controlling Shareholders:

(a) has, at any time during the last ten years, had an application or a petition under any bankruptcy laws of any jurisdiction filed against him or against a partnership of which he was a partner at the time when he was a partner or at any time within two 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;

(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 of which he is aware) 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 of which he is aware) 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, nor has he been the subject of any civil proceedings (including any pending civil proceedings of which he is aware) involving an allegation of fraud, misrepresentation or dishonesty on his part;

(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 affairs of:

(i) any corporation which has been investigated for a breach of any law or regulatory requirement governing corporations in Singapore or elsewhere;

158 GENERAL AND STATUTORY INFORMATION

(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

(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 governmental agency, whether in Singapore or elsewhere.

Timothy Chen being a former independent director of New Century Shipbuilding Limited (“NCSL”)

Our independent director, Timothy Chen was the lead independent director of NCSL. In July 2010, after a review by the Authority and the SGX-ST, NCSL was issued a supervisory warning by the Authority for failure to comply with applicable laws and regulatory requirements at all times, in respect of the omission of information in NCSL’s prospectus dated 30 April 2010 (“NCSL Prospectus”) relating to arbitration proceedings involving an NCSL subsidiary and a customer, and a false and misleading statement in NCSL Prospectus that NCSL was not engaged in any legal or arbitration proceedings (either as plaintiff or defendant), including those that are pending or known to be contemplated which might have or have had a material effect on NCSL’s financial position or profitability in the past 12 months immediately preceding the date of lodgement of the NCSL Prospectus with the Authority. The supervisory warning was made against NCSL and certain directors of NCSL, but not against Timothy Chen.

2. There is no shareholding qualification for Directors under the Articles of Association of our Company.

3. No option to subscribe for and/or purchase shares in, or debentures of, our Company or our subsidiaries has been granted to, or was exercised by, any of our Directors or Executive Officers within the last FY.

SHARE CAPITAL

4. As at the Latest Practicable Date, there is only one class of shares in the capital of our Company. There are no founder, management or deferred shares. The rights and privileges attached to our Shares are stated in the Articles of Association of our Company.

5. Save as disclosed below and in the sections entitled “Share Capital” and “Restructuring Exercise” of this Offer Document, there were no changes in the issued and paid-up share capital of our Company, our subsidiaries and our Associated Companies within the last three years preceding the Latest Practicable Date.

159 GENERAL AND STATUTORY INFORMATION

Resultant Issue issued price per share Number of shares share Consideration capital Date of issue issued (S$) (S$) (S$)

Logistics Construction 25April1992 2 1.00 2 2 10June1992 49,998 1.00 49,998 50,000 2May1996 200,000 1.00 Capitalisationof 250,000 S$200,000 being part of the credit balance standing on the accounts of our CEO, Phua Lam Soon and our Executive Director, Ong Siew Eng 5August1999 60,000 1.00 Capitalisationof 310,000 S$60,000 being part of the credit balance standing on the accounts of our CEO, Phua Lam Soon and Ong Siew Eng 8January2002 70,000 1.00 70,000 380,000 26July2003 160,000 1.00 160,000 540,000 14April2004 460,000 1.00 460,000 1,000,000 19November2007 2,000,000 1.00 2,000,000 3,000,000 21June2011 3,500,000 1.00 3,500,000 6,500,000

Apex Projects 7October2008 3 1.00 3 3 17January2009 99,997 1.00 99,997 100,000 29May2012 200,000 1.00 200,000 300,000

6. Save as disclosed above and under the section entitled “Restructuring Exercise” of this Offer Document, no shares in, or debentures of, our Company or any of our subsidiaries have been issued, or are proposed to be issued, as fully or partly paid for in cash or for a consideration other than cash, during the last three years preceding the date of lodgement of this Offer Document.

7. As at the Latest Practicable Date, no person has been, or is entitled to be, given an option to subscribe for and/or purchase any shares in or debentures of our Company or our subsidiaries.

160 GENERAL AND STATUTORY INFORMATION

MATERIAL CONTRACTS

8. The following contracts, not being contracts entered into in the ordinary course of business, have been entered into by our Company and our subsidiaries or subsisting within the two years preceding the date of lodgement of this Offer Document and are or may be material:

(a) option to purchase issued by Kang Tiow Seng on 5 April 2012 and duly accepted by Logistics Construction on 26 April 2012 pursuant to which Logistics Construction accepted the grant by Kang Tiow Seng of an option to purchase the property known as 24 Kranji Road Singapore 739465;

(b) share swap agreement dated 6 December 2012 entered into among our Company and our CEO, Phua Lam Soon and our Executive Directors, Ong Siew Eng and Ng Kok Seng pursuant to which our Company holds the entire issued and paid-up share capital of Logistics Construction and Apex Projects;

(c) Management Agreement dated 8 January 2013 entered into between our Company, the Vendors and PPCF pursuant to which PPCF shall sponsor and manage the Listing; and

(d) Placement Agreement dated 8 January 2013 entered into between our Company, the Vendors and PPCF pursuant to which PPCF agreed to procure subscribers and/or purchasers for the Placement Shares.

MANAGEMENTANDPLACEMENTARRANGEMENTS

9. Pursuant to the Management Agreement, our Company and the Vendors appointed PPCF to manage and sponsor the Placement. PPCF will receive a management fee for such services rendered.

10. Pursuant to the Placement Agreement, our Company and the Vendors appointed PPCF as the Placement Agent and PPCF agreed to procure subscribers and/or purchasers for the Placement Shares for a placement commission of 3.50% of the Issue Price for each Placement Share payable by us and the Vendors in the Agreed Proportion for the aggregate number of Placement Shares successfully subscribed for and/or purchased. Subject to any applicable laws and regulations, PPCF shall be at liberty and at its own expense appoint one or more sub-placement agents under the Placement Agreement on such terms and subject to such conditions as the Placement Agent may deem fit.

11. Subscribers and/or purchasers of the Placement Shares may be required to pay brokerage of up to 1.00% of the Issue Price (and the prevailing GST thereon, if applicable) to the Placement Agent or any sub-placement agent(s) that may be appointed by the Placement Agent.

12. Save as aforesaid and/or disclosed in this Offer Document, no commission, discount or brokerage has been paid or other special terms granted within the two years preceding the Latest Practicable Date or is payable to any Director, promoter, expert, proposed director or any other person for subscribing and/or purchasing or agreeing to subscribe and/or purchase or procuring or agreeing to procure subscriptions and/or purchases for any shares in, or debentures of, our Company or our subsidiaries.

161 GENERAL AND STATUTORY INFORMATION

13. Subject to the consent of the SGX-ST being obtained, the Management Agreement may be terminated by PPCF at any time before the close of the Application List on the occurrence of certain events including the following:

(b) there shall have been, since the date of the Management Agreement, any change or prospective change in or any introduction or prospective introduction of any legislation, regulation, policy, directive, guideline, rule or bye-law by any relevant government or regulatory body, whether or not having the force of law, or any other occurrence of similar nature that would materially change the scope of work, responsibility or liability required of PPCF; or

(c) there is a conflict of interest for PPCF, or any dispute, conflict or disagreement with our Company or our Company wilfully fails to comply with any advice from or recommendation of PPCF.

14. The Placement Agreement is conditional upon the Management Agreement not being terminated or rescinded pursuant to the provisions of the Management Agreement, and may be terminated on the occurrence of certain events, including those specified above. In the event that the Management Agreement or the Placement Agreement is terminated, our Company reserves the right, at the absolute discretion of our Directors, to cancel the Placement.

15. In the reasonable opinion of our Directors, save as disclosed below and in the section entitled “Plan of Distribution” of this Offer Document, the Manager, Sponsor and Placement Agent does not have a material relationship with our Group:

(a) PPCF is the Manager, Sponsor and Placement Agent in respect of the Listing;

(b) PPCF will be the continuing Sponsor of our Company for a period of three years from the date our Company is admitted and listed on the Catalist; and

(c) pursuant to the Management Agreement our Company will allot and issue to PPCF 2,125,000 PPCF Shares as part of PPCF’s management fees as the Manager and Sponsor in respect of the Listing.

LITIGATION

16. As at the Latest Practicable Date, save as disclosed below, neither our Company nor any of our subsidiaries is engaged in any legal or arbitration proceedings as plaintiff or defendant including those which are pending or known to be contemplated which may have or have had in the last 12 months before the date of lodgement of this Offer Document, a material effect on the financial position or the profitability of our Company or any of our subsidiaries.

Charges brought against Apex Projects

Apex Projects was charged that it, on or around 14 December 2010, caused earthworks to be carried out at between Block 1 and Block 19 Chai Chee Road, Singapore, which was within the vicinity of a gas pipe in a gas pipeline network under the management of SPPG, a gas transporter, and in doing so it had damaged a low pressure gas pipe in a gas pipeline network under the management of SPPG, and it thereby committed an offence under Section 32A(2) of the Gas Act. Apex Projects was fined S$10,000 for such an offence.

162 GENERAL AND STATUTORY INFORMATION

MISCELLANEOUS

17. The nature of the business of our Company has been stated earlier in this Offer Document. The corporations which by virtue of Section 6 of the CompaniesAct are deemed to be related to our Company are set out in the section entitled “Group Structure” of this Offer Document.

18. There has been no previous issue of Shares by our Company or offer for sale of our Shares to the public within the two years preceding the date of this Offer Document.

19. There has not been any public takeover 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 the beginning of the most recent completed financial year and the Latest Practicable Date.

20. Application monies received by our Company in respect of successful applications (including successful applications which are subsequently rejected) will be placed in a separate non-interest bearing account with the Receiving Banker. In the ordinary course of business, the Receiving Banker will deploy these monies in the inter-bank money market. All profits derived from the deployment of such monies will accrue to the Receiving Banker. Any refund of all or part of the application monies to unsuccessful or partially successful applicants will be made without any interest or any share of revenue or any other benefit arising therefrom.

21. Save as disclosed in this Offer Document, our Directors are not aware of any relevant material information including trading factors or risks which are unlikely to be known or anticipated by the general public and which could materially affect the profits of our Company and our subsidiaries.

22. Save as disclosed in this Offer Document, the financial position and operations of our Group are not likely to be affected by any of the following:

(a) known trends or 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 expenditure;

(c) unusual or infrequent events or transactions or any significant economic changes that materially affected the amount of reported income from operations; and

(d) known trends or uncertainties that have had or that we reasonably expect will have a material favourable or unfavourable impact on revenues or operating income.

23. Save as disclosed in this Offer Document, our Directors are not aware of any event which has occurred since the end of FY2012 to the Latest Practicable Date which may have a material effect on the financial position and results of our Group or the financial information provided in this Offer Document.

24. We currently have no intention of changing our Group’s present auditor after the Listing of our Company on the Catalist.

163 GENERAL AND STATUTORY INFORMATION

Details, including the name, address and professional qualifications including membership in a professional body of the auditor of our Group for the period under review and for the period from 1 July 2012 up to the date of lodgement of this Offer Document are as follows:

Partner-in-charge/ Period of Professional engagement Name/Address Professionalbody qualification

Logistics Jee Ah Chian & Institute of Certified Sim Hang Khiang/ Construction Company/ Public Accountants A member of the 1 July 2009 to 9 Kelantan Lane of Singapore Institute of Certified 9 July 2012 #06-01 Public Accountants Singapore 208628 of Singapore Apex Projects 1 July 2009 to 16 July 2012 Logistics Nexia TS Public Institute of Certified Philip Tan Jing Construction Accounting Public Accountants Choon/A member From 9 July 2012 Corporation/ of Singapore of the Institute of 100 Beach Road Certified Public Apex Projects #30-00 Shaw Tower Accountants of From 20 July 2012 Singapore 189702 Singapore

CONSENTS

25. The Independent and Reporting Auditor, Nexia TS Public Accounting Corporation, has given and has not withdrawn its written consent to the issue of this Offer Document with the inclusion herein of its Report on the Audited Combined Financial Statements and Report on the Unaudited Pro Forma Combined Financial Information as set out in Appendix A and Appendix B of this Offer Document respectively in the form and context in which they are included and its name and references thereto in the form and context in which it appears in this Offer Document and to act in such capacity in relation to this Offer Document.

26. The Manager, the Sponsor and the Placement Agent, PPCF, has given and has not withdrawn its written consent to the issue of this Offer Document with the inclusion herein of its name and references thereto in the form and context in which it appears in this Offer Document and to act in such respective capacity in relation to this Offer Document.

27. The Joint Solicitors to the Placement, Colin Ng & Partners LLP and Harry Elias Partnership LLP, have given and have not withdrawn their written consents to the issue of this Offer Document with the inclusion herein of their name and references thereto in the form and context in which they appear in this Offer Document and to act in such capacity in relation to this Offer Document.

28. Each of the Joint Solicitors to the Placement, the Share Registrar, the Principal Bankers and the Receiving Banker do not make, or purport to make, any statement in this Offer Document or any statement upon which a statement in this Offer Document is based and, to the maximum extent permitted by law, expressly disclaim and take no responsibility for any liability to any persons which is based on, or arises out of, the statements, information or opinions in this Offer Document.

164 GENERAL AND STATUTORY INFORMATION

RESPONSIBILITY STATEMENT BY OUR DIRECTORS

29. This Offer Document has been seen and approved by our Directors and they collectively and individually accept full responsibility for the accuracy of the information given in this Offer Document and confirm after making all reasonable enquiries, that to the best of their knowledge and belief, this Offer Document constitutes full and true disclosure of all material facts about the Placement, our Company and its subsidiaries, and our Directors are not aware of any facts the omission of which would make any statement in this Offer Document misleading. Where information in this Offer Document has been extracted from published or otherwise publicly available sources or obtained from a named source, the sole responsibility of our Directors has been to ensure that such information has been accurately and correctly extracted from those sources and/or reproduced in this Offer Document in its proper form and context.

RESPONSIBILITY STATEMENT BY THE VENDORS

30. This Offer Document has been seen and approved by the Vendors and they collectively and individually accept full responsibility for the accuracy of the information given in this Offer Document and confirm after making all reasonable enquiries, that to the best of their knowledge and belief, this Offer Document constitutes full and true disclosure of all material facts about the Placement, our Company and its subsidiaries, and the Vendors are not aware of any facts the omission of which would make any statement in this Offer Document misleading. Where information in this Offer Document has been extracted from published or otherwise publicly available sources or obtained from a named source, the sole responsibility of the Vendors has been to ensure that such information has been accurately and correctly extracted from those sources and/or reproduced in this Offer Document in its proper form and context.

DOCUMENTS AVAILABLE FOR INSPECTION

31. The following documents or copies thereof may be inspected at our registered office at 19 Woodlands Industrial Park E1, #02-02 Admiralty Industrial Park, Singapore 757719 during normal business hours for a period of six months from the date of registration of this Offer Document with the SGX-ST:

(a) the Memorandum and Articles of Association of our Company;

(b) the Audited Combined Financial Statements as set out in Appendix A of this Offer Document;

(d) the material contracts referred to in this Offer Document;

(e) the letters of consent referred to in this Offer Document; and

(f) the Service Agreements referred to in this Offer Document.

165 This page has been intentionally left blank. APPENDIXA—AUDITEDCOMBINEDFINANCIALSTATEMENTS OFLOGISTICSHOLDINGSLIMITEDANDITSSUBSIDIARIES FOR THE FINANCIAL YEARS ENDED 30 JUNE 2010, 2011 AND 2012

Logistics Holdings Limited and Its Subsidiaries Statement by Directors For the Financial Years Ended 30 June 2010, 2011 and 2012

In the opinion of the directors,

(i) the combined financial statements set out on pages A-4 to A-43 are drawn up so as to give a true and fair view of the state of affairs of the Group as at 30 June 2010, 2011 and 2012, and of the results, changes in equity and cash flows of the Group for the financial years then ended, and

(ii) at the date of this statement, there are reasonable grounds to believe that the Company will be able to pay its debts as and when they fall due.

On behalf of the directors

Phua Lam Soon Director

Ong Siew Eng Director

Singapore

8 January 2013

A-1 APPENDIXA—AUDITEDCOMBINEDFINANCIALSTATEMENTS OFLOGISTICSHOLDINGSLIMITEDANDITSSUBSIDIARIES FOR THE FINANCIAL YEARS ENDED 30 JUNE 2010, 2011 AND 2012

INDEPENDENTANDREPORTINGAUDITOR’SREPORTONTHECOMBINED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 30 JUNE 2010, 2011 AND 2012

8 January 2013

The Board of Directors Logistics Holdings Limited 19 Woodlands Industrial Park E1 #02-02 Singapore 757719

Dear Sirs

Report on the Combined Financial Statements

We have audited the accompanying combined financial statements of Logistics Holdings Limited (the “Company”) and its subsidiaries (collectively, the “Group”) set out on pagesA-4 toA-43, which comprise the combined balance sheets of the Group as at 30 June 2010, 2011 and 2012, and the combined statements of comprehensive income, the combined statements of changes in equity and the combined statements of cash flows for the financial years ended 30 June 2010, 2011 and 2012, and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Combined Financial Statements

Management is responsible for the preparation of combined financial statements that give a true and fair view in accordance with the provisions of the Singapore Companies Act (the “Act”) and Singapore Financial Reporting Standards 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.

Auditor’s 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-2 APPENDIXA—AUDITEDCOMBINEDFINANCIALSTATEMENTS OFLOGISTICSHOLDINGSLIMITEDANDITSSUBSIDIARIES FOR THE FINANCIAL YEARS ENDED 30 JUNE 2010, 2011 AND 2012

INDEPENDENTANDREPORTINGAUDITOR’SREPORTONTHECOMBINED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 30 JUNE 2010, 2011 AND 2012 (Cont’d)

Auditor’s Responsibility (Cont’d)

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 controls relevant to the entity’s preparation of 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 accompanying combined financial statements of the Group are properly drawn up in accordance with the provisions of the Act and Singapore Financial Reporting Standards so as to give a true and fair view of the state of affairs of the Group as at 30 June 2010, 2011 and 2012, and the results, changes in equity and cash flows of the Group for each of the financial years ended 30 June 2010, 2011 and 2012.

Report on Other Legal and Regulatory Requirements

This report has been prepared solely for inclusion in the Offer Document of the Company in connection with the initial public offering of ordinary shares of the Company on the Catalist, the sponsor-supervised listing platform of the Singapore Exchange Securities Trading Limited.

Nexia TS Public Accounting Corporation Public Accountants and Certified Public Accountants

Director-in-charge: Philip Tan Jing Choon (Appointed since financial year ended 30 June 2012)

Singapore

A-3 APPENDIXA—AUDITEDCOMBINEDFINANCIALSTATEMENTS OFLOGISTICSHOLDINGSLIMITEDANDITSSUBSIDIARIES FOR THE FINANCIAL YEARS ENDED 30 JUNE 2010, 2011 AND 2012

Logistics Holdings Limited and Its Subsidiaries Combined Statements of Comprehensive Income For the Financial Years Ended 30 June 2010, 2011 and 2012

Note 2010 2011 2012 $’000 $’000 $’000 Revenue 4 36,977 53,649 64,082 Cost of works (32,747) (49,651) (55,884)

Gross profit 4,230 3,998 8,198 Other income 5 135 240 358 Expenses — Distribution and marketing (131) (184) (125) — Administrative (1,715) (2,264) (2,241) — Finance 8 (14) (1) (5)

Profit before income tax 2,505 1,789 6,185 Incometaxexpense 9 (354) (278) (1,048)

Total comprehensive income, representing net profit 2,151 1,511 5,137

Total comprehensive income attributable to: Equity holders 2,137 1,543 5,117 Non-controlling interest 14 (32) 20

2,151 1,511 5,137

Earnings per share attributable to equity holders (cents) Basic and diluted 10 31 23 75

The accompanying notes form an integral part of these combined financial statements

A-4 APPENDIXA—AUDITEDCOMBINEDFINANCIALSTATEMENTS OFLOGISTICSHOLDINGSLIMITEDANDITSSUBSIDIARIES FOR THE FINANCIAL YEARS ENDED 30 JUNE 2010, 2011 AND 2012

Logistics Holdings Limited and Its Subsidiaries Combined Balance Sheets As at 30 June 2010, 2011 and 2012

Note 2010 2011 2012 $’000 $’000 $’000 ASSETS Current assets Cashandcashequivalents 11 5,782 10,366 14,649 Tradeandotherreceivables 12 4,257 13,769 9,970

10,039 24,135 24,619

Non-current assets Property,plantandequipment 14 389 555 484 Deferredincometaxassets 17 — 152 110

389 707 594

Total assets 10,428 24,842 25,213

LIABILITIES Current liabilities Tradeandotherpayables 15 5,470 16,743 14,893 Current income tax liabilities 72 430 1,387 Financeleaseliabilities 16 — 67 61

5,542 17,240 16,341

Non-current liabilities Financeleaseliabilities 16 — 117 50 Deferredincometaxliabilities 17 12 — —

12 117 50

Total liabilities 5,554 17,357 16,391

NETASSETS 4,874 7,485 8,822

EQUITY Capital and reserves attributable to equity holders Share capital 18 3,100 6,600 6,800 Retained profits 19 1,754 897 2,014

4,854 7,497 8,814 Non-controlling interest 20 (12) 8

Total equity 4,874 7,485 8,822

The accompanying notes form an integral part of these combined financial statements

A-5 APPENDIXA—AUDITEDCOMBINEDFINANCIALSTATEMENTS OFLOGISTICSHOLDINGSLIMITEDANDITSSUBSIDIARIES FOR THE FINANCIAL YEARS ENDED 30 JUNE 2010, 2011 AND 2012

Logistics Holdings Limited and Its Subsidiaries Combined Statements of Changes in Equity For the Financial Years Ended 30 June 2010, 2011 and 2012

Attributable to equity holders

(Accumulated losses)/ Non- Share retained controlling Total Note capital profits Total interest equity $’000 $’000 $’000 $’000 $’000 2010 Beginningoffinancialyear 3,100 (383) 2,717 6 2,723 Total comprehensive income for the year — 2,137 2,137 14 2,151

Endoffinancialyear 3,100 1,754 4,854 20 4,874

2011 Beginningoffinancialyear 3,100 1,754 4,854 20 4,874 Issuanceofshare 18 3,500 — 3,500 — 3,500 Dividendrelatingto2011 20 — (2,400) (2,400) — (2,400) Total comprehensive income for the year — 1,543 1,543 (32) 1,511

Endoffinancialyear 6,600 897 7,497 (12) 7,485

2012 Beginningoffinancialyear 6,600 897 7,497 (12) 7,485 Issuanceofshare 18 200 — 200 — 200 Dividendrelatingto2012 20 — (4,000) (4,000) — (4,000) Total comprehensive income for the year — 5,117 5,117 20 5,137

Endoffinancialyear 6,800 2,014 8,814 8 8,822

The accompanying notes form an integral part of these combined financial statements

A-6 APPENDIXA—AUDITEDCOMBINEDFINANCIALSTATEMENTS OFLOGISTICSHOLDINGSLIMITEDANDITSSUBSIDIARIES FOR THE FINANCIAL YEARS ENDED 30 JUNE 2010, 2011 AND 2012

Logistics Holdings Limited and Its Subsidiaries Combined Statements of Cash Flows For the Financial Years Ended 30 June 2010, 2011 and 2012

Note 2010 2011 2012 $’000 $’000 $’000 Cash flows from operating activities Net profit 2,151 1,511 5,137 Adjustments for — Income tax expense 354 278 1,048 — Depreciation 14 58 128 95 — Loss on disposal of property, plant and equipment — 10 11 — Interest expense 8 14 1 5 2,577 1,928 6,296 Change in working capital —Tradeandotherreceivables 441 (9,512) 3,799 — Trade and other payables 814 11,273 (5,850) Cashgeneratedfromoperations 3,832 3,689 4,245 Interest paid (11) — — Income tax paid — net (54) (84) (49) Net cash provided by operating activities 3,767 3,605 4,196

Cash flows from investing activities Additionstoproperty,plantandequipment (97) (134) (37) Proceeds from disposal of property, plant and equipment — 30 2 Net cash used in investing activities (97) (104) (35) Cash flows from financing activities Bank deposits pledged — (100) — Repaymentoffinanceleaseliabilities — (16) (73) Repayment of borrowings (23) — — Interest paid (3) (1) (5) Dividends paid 20 — (2,400) — Proceedsfromissuanceofordinaryshares 18 — 3,500 200 Net cash (used in)/provided by financing activities (26) 983 122 Net increase in cash and cash equivalents 3,644 4,484 4,283 Cash and cash equivalents Beginning of financial year 2,138 5,782 10,266 Endoffinancialyear 11 5,782 10,266 14,549

The accompanying notes form an integral part of these combined financial statements

A-7 APPENDIXA—AUDITEDCOMBINEDFINANCIALSTATEMENTS OFLOGISTICSHOLDINGSLIMITEDANDITSSUBSIDIARIES FOR THE FINANCIAL YEARS ENDED 30 JUNE 2010, 2011 AND 2012

Logistics Holdings Limited and Its Subsidiaries Notes to the Combined Financial Statements For the Financial Years Ended 30 June 2010, 2011 and 2012

These notes form an integral part and should be read in conjunction with the combined financial statements.

These combined financial statements have been prepared for inclusion in the Offer Document of Logistic Holdings Limited (the “Company”) and were authorised for issue by the Directors of the Company on 8 January 2013.

1 Corporate information

1.1 The Company

The Company was incorporated in the Republic of Singapore on 5 October 2012 as an exempt private company limited by shares, under the name of “Logistics Holdings Pte. Ltd.”, to act as the holding corporation of the Group. On the date of incorporation, the Company’s issued and paid-up share capital was $1.00 comprising 1 share. The Company was incorporated for the purpose of acquiring the existing companies of the Group pursuant to the Group Restructuring Exercise (Note 1.2).

The Company was converted into a public limited company and the name was changed to “Logistics Holdings Limited” on 26 December 2012.

The address of its registered and principal place of business is 19 Woodlands Industrial Park E1, #02-02 Admiralty Industrial Park, 757719 Singapore.

The principal activities of the Company are investment holding. The principal activities of the subsidiaries are described below.

The Group after restructuring comprises the Company and the following subsidiaries: Country of Equity holding Business/ Name of companies Principal activities incorporation 2010 2011 2012

%%% Logistics General Contractors Singapore 100 100 100 Construction (Building construction Pte. Ltd. including major upgrading works) Apex Projects General Contractors Singapore 100 100 100 Pte. Ltd. (Building construction including major upgrading works) and Landscape care and maintenance service activities

A-8 APPENDIXA—AUDITEDCOMBINEDFINANCIALSTATEMENTS OFLOGISTICSHOLDINGSLIMITEDANDITSSUBSIDIARIES FOR THE FINANCIAL YEARS ENDED 30 JUNE 2010, 2011 AND 2012

Logistics Holdings Limited and Its Subsidiaries Notes to the Combined Financial Statements For the Financial Years Ended 30 June 2010, 2011 and 2012

1 Corporate information (Cont’d)

1.2 Restructuring exercise

The Company undertook the following exercise (the “Restructuring Exercise”) in connection with the invitation:

(a) Share swaps between the original shareholders of the subsidiaries for Shares in the Company to acquire Logistics Construction Pte Ltd and Apex Projects Pte Ltd

Pursuant to the Restructuring Exercise carried out pursuant to a share swap agreement dated 6 December 2012 between the Company and Phua Lam Soon, Ong Siew Eng (both the then shareholders of Logistics Construction Pte Ltd), and Ng Kok Seng (all the then shareholders of Apex Projects Pte Ltd) transferred all their respective shareholding interests in Logistics Construction Pte Ltd and Apex Projects Pte Ltd to the Company in return for 6,799,999 Shares (“Consideration Shares”) in the capital of the Company based on the aggregate net tangible assets of Logistics Construction Pte Ltd and Apex Projects Pte Ltd as at 30 June 2012 amounting to approximately $8.82 million. Phua Lam Soon and Ong Siew Eng holds 100% equity interest in Logistics Construction Pte Ltd and 80% equity interest in Apex Projects Pte Ltd, they are regarded as the controlling parties of both companies and who are also the controlling parties of the Company.

Pursuant to the share swap agreement, the Consideration Shares were issued to the following parties in the following proportions:

NumberofShares NameofShareholder 4,419,999 YiInvestmentPte.Ltd.(1) 1,156,000 PhuaLamSoon 1,156,000 OngSiewEng 68,000 NgKokSeng

(b) Sale of Shares by Phua Lam Soon and Ong Siew Eng

(1) The shareholders of Yi Investment Pte Ltd are Phua Lam Soon (50%) and Ong Siew Eng (50%).

A-9 APPENDIXA—AUDITEDCOMBINEDFINANCIALSTATEMENTS OFLOGISTICSHOLDINGSLIMITEDANDITSSUBSIDIARIES FOR THE FINANCIAL YEARS ENDED 30 JUNE 2010, 2011 AND 2012

Logistics Holdings Limited and Its Subsidiaries Notes to the Combined Financial Statements For the Financial Years Ended 30 June 2010, 2011 and 2012

1 Corporate information (Cont’d)

1.2 Restructuring exercise (Cont’d)

On 28 December 2012, each Share in the issued and paid-up share capital of the Company was subdivided into 20 Shares. Upon completion of the Subdivision, the Company’s issued and paid-up capital comprised 136,000,000 Shares.

The Restructuring Exercise as describe in Note 1.2 (a) involved companies which are under common control since all the entities which took part in the Restructuring Exercise were controlled by the same controlling parties before and immediately after the Restructuring Exercise. For the purpose of preparing this set of combined financial statements, the combined comprehensive income statement, statements of cash flow and statements of changes in equity for the financial years ended 30 June 2010, 2011 and 2012 (the “Relevant Periods”) have been prepared on a combined basis and include the financial information of the combined group of the Company, Logistic Construction Pte Ltd and Apex Projects Pte Ltd (the “Group”) as if the current group structure had been in existence throughout the Relevant Periods, or since their respective dates of establishment, whichever is the shorter period. The combined balance sheets of the Group as at 30 June 2010, 2011 and 2012 have been prepared to present the assets and liabilities of the Group as at those dates as if the current group structure had been in existence at those dates.

2 Summary of significant accounting policies

2.1 Basis of preparation

The combined financial statements have been prepared in accordance with Singapore Financial Reporting Standards (“FRS”). The combined financial statements have been prepared under the historical cost convention, except as disclosed in the accounting policies below.

The preparation of combined financial statements in conformity with FRS requires management to exercise its judgement in the process of applying the Group’s accounting policies. It also requires the use of certain critical accounting estimates and assumptions. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the combined financial statements are disclosed in Note 3.

The combined financial statements are presented in Singapore Dollar (“$”) and all values are rounded to the nearest thousand ($’000) except otherwise indicated.

A-10 APPENDIXA—AUDITEDCOMBINEDFINANCIALSTATEMENTS OFLOGISTICSHOLDINGSLIMITEDANDITSSUBSIDIARIES FOR THE FINANCIAL YEARS ENDED 30 JUNE 2010, 2011 AND 2012

Logistics Holdings Limited and Its Subsidiaries Notes to the Combined Financial Statements For the Financial Years Ended 30 June 2010, 2011 and 2012

2 Summary of significant accounting policies (Cont’d)

2.2 Changes in accounting policies

The accounting policies adopted by the Group are consistent with those of the previous year except for the changes in accounting policies discussed below.

On 1 July 2011, the Group adopted the new or amended FRS and Interpretations to FRS (the “INT FRS”) that are mandatory for application from that date. Changes to the Group’s accounting policies have been made as required, in accordance with the transitional provisions in the respective FRS and INT FRS. The adoption of these FRS and INT FRS did not result in substantial changes to the Group’s accounting policies and had no material effect on the amounts reported for the current or prior financial years.

2.3 Group accounting

(i) Consolidation

Subsidiaries are entities (including special purpose entities) over which the Group has power to govern the financial and operating policies so as to obtain benefits from its activities, generally accompanied by a shareholding giving rise to a majority of the voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Group controls another entity. Subsidiaries are consolidated from the date on which control is transferred to the Group. They are de-consolidated from the date on which control ceases.

In preparing the consolidated financial statements, transactions, balances and unrealised gains on transactions between group entities are eliminated. Unrealised losses are also eliminated but are considered an impairment indicator of the asset transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.

Non-controlling interest are that part of the net results of operations and of net assets of a subsidiary attributable to the interests which are not owned directly or indirectly by the equity holders of the company. They are shown separately in the consolidated statement of comprehensive income, statement of changes in equity and balance sheet. Total comprehensive income is attributed to the non-controlling interests based on their respective interests in a subsidiary, even if this results in the non-controlling interests having a deficit balance.

A-11 APPENDIXA—AUDITEDCOMBINEDFINANCIALSTATEMENTS OFLOGISTICSHOLDINGSLIMITEDANDITSSUBSIDIARIES FOR THE FINANCIAL YEARS ENDED 30 JUNE 2010, 2011 AND 2012

Logistics Holdings Limited and Its Subsidiaries Notes to the Combined Financial Statements For the Financial Years Ended 30 June 2010, 2011 and 2012

2 Summary of significant accounting policies (Cont’d)

2.3 Group accounting (Cont’d)

(ii) Acquisition of businesses

The purchase method of accounting is used to account for the acquisition of subsidiaries, other than these entities which are under common control.

The consideration transferred for the acquisition of a subsidiary comprises the fair value of the assets transferred, the liabilities incurred and the equity interests issued by the Group. The consideration transferred also includes the fair value of any contingent consideration arrangement and the fair value of any pre-existing equity interest in the subsidiary.

Acquisition-related costs are expensed as incurred.

Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are, with limited exceptions, measured initially at their fair values at the acquisition date.

On an acquisition-by-acquisition basis, the Group recognises any non-controlling interest in the acquiree at the date of acquisition either at fair value or at the non-controlling interest’s proportionate share of the acquiree’s net identifiable assets.

The excess of (i) the consideration transferred, the amount of any non-controlling interest in the acquiree and the acquisition date fair value of any previous equity interest in the acquiree over the (ii) fair value of the net identifiable assets acquired is recorded as goodwill.

Acquisitions of entities under common control have been accounted for using the pooling-of-interest method. Under this method:

• The combined financial statements of the Group have been prepared as if the Group structure immediately after the transaction has been in existence since the earliest date the entities are under common control;

• The assets and liabilities are brought into the combined financial statements at their existing carrying amounts from the perspective of the controlling party;

• The income statement includes the results of the acquired entities since the earliest date the entities are under common control;

A-12 APPENDIXA—AUDITEDCOMBINEDFINANCIALSTATEMENTS OFLOGISTICSHOLDINGSLIMITEDANDITSSUBSIDIARIES FOR THE FINANCIAL YEARS ENDED 30 JUNE 2010, 2011 AND 2012

Logistics Holdings Limited and Its Subsidiaries Notes to the Combined Financial Statements For the Financial Years Ended 30 June 2010, 2011 and 2012

2 Summary of significant accounting policies (Cont’d)

2.3 Group accounting (Cont’d)

(ii) Acquisition of businesses (Cont’d)

• The cost of investment is recorded at the aggregate of the nominal value of the equity shares issued, cash and cash equivalents and fair values of other consideration;

• On consolidation, the difference between the cost of investment and the nominal value of the share capital of the merged subsidiary is taken to merger reserve.

(iii) Disposals of subsidiaries or businesses

When a change in the Group’s ownership interest in a subsidiary results in a loss of control over the subsidiary, the assets and liabilities of the subsidiary including any goodwill are derecognised. Amounts recognised in other comprehensive income in respect of that entity are also reclassified to profit or loss or transferred directly to retained profits if required by a specific Standard.

Any retained interest in the entity is remeasured at fair value. The difference between the carrying amount of the retained investment at the date when control is lost and its fair value is recognised in profit or loss.

(vi) Transaction with non-controlling interest

Changes in the Company’s ownership interest in a subsidiary that do not result in a loss of control over the subsidiary are accounted for as transactions with equity owners of the Group. Any differences between the change in the carrying amounts of the non-controlling interest and the fair value of the consideration paid or received is recognised in a separate reserve within equity attributable to the equity holders of the Company.

2.4 Revenue recognition

Revenue comprises the fair value of the consideration received or receivable for the sale of goods and rendering services in the ordinary course of the Group’s activities. Revenue are presented, net of goods and services tax, rebates and discounts, and after eliminating revenue within the Group.

A-13 APPENDIXA—AUDITEDCOMBINEDFINANCIALSTATEMENTS OFLOGISTICSHOLDINGSLIMITEDANDITSSUBSIDIARIES FOR THE FINANCIAL YEARS ENDED 30 JUNE 2010, 2011 AND 2012

Logistics Holdings Limited and Its Subsidiaries Notes to the Combined Financial Statements For the Financial Years Ended 30 June 2010, 2011 and 2012

2 Summary of significant accounting policies (Cont’d)

2.4 Revenue recognition (Cont’d)

The Group recognises revenue when the amount of revenue and related cost can be reliably measured, when it is probable that the collectability of the related receivables is reasonably assured and when the specific criteria for each of the Group’s activities are met as follows:

(a) Revenue from construction

Revenue from construction contract is recognised based on the percentage of completion method as disclosed in Note 2.7.

(b) Rendering of services

Revenue from rendering of services is recognised on the performance of services.

2.5 Property, plant and equipment

(a) Measurement

(i) Property, plant and equipment

All items of property, plant and equipment are initially recognised at cost and subsequently carried at cost less accumulated depreciation and accumulated impairment losses.

(ii) Components of costs

The cost of an item of property, plant and equipment initially recognised includes its purchase price and any cost that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

A-14 APPENDIXA—AUDITEDCOMBINEDFINANCIALSTATEMENTS OFLOGISTICSHOLDINGSLIMITEDANDITSSUBSIDIARIES FOR THE FINANCIAL YEARS ENDED 30 JUNE 2010, 2011 AND 2012

Logistics Holdings Limited and Its Subsidiaries Notes to the Combined Financial Statements For the Financial Years Ended 30 June 2010, 2011 and 2012

2 Summary of significant accounting policies (Cont’d)

2.5 Property, plant and equipment (Cont’d)

(b) Depreciation

Depreciation on property, plant and equipment is calculated using the straight-line method to allocate their depreciable amounts over their estimated useful lives as follows:

Useful lives Leasehold properties 45 – 50 years Plant and machinery 5 years Office equipment, furniture and fittings 1 – 10 years and computer Motor vehicles 5 years Renovation 5 years

The residual values, estimated useful lives and depreciation method of property, plant and equipment are reviewed, and adjusted as appropriate, at each balance sheet date. The effects of any revision are recognised in profit or loss when the changes arise.

Subsequent expenditure relating to property, plant and equipment that has already been recognised is added to the carrying amount of the asset only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. All other repair and maintenance expenses are recognised in profit or loss when incurred.

(d) Disposal

On disposal of an item of property, plant and equipment, the difference between the disposal proceeds and its carrying amount is recognised in profit or loss. Any amount in revaluation reserve relating to that asset is transferred to retained profits directly.

A-15 APPENDIXA—AUDITEDCOMBINEDFINANCIALSTATEMENTS OFLOGISTICSHOLDINGSLIMITEDANDITSSUBSIDIARIES FOR THE FINANCIAL YEARS ENDED 30 JUNE 2010, 2011 AND 2012

Logistics Holdings Limited and Its Subsidiaries Notes to the Combined Financial Statements For the Financial Years Ended 30 June 2010, 2011 and 2012

2 Summary of significant accounting policies (Cont’d)

2.6 Impairment of non-financial assets

Property, plant and equipment

Property, plant and equipment are tested for impairment whenever there is any objective evidence or indication that these assets may be impaired.

For the purpose of impairment testing, the recoverable amount (i.e. the higher of the fair value less cost to sell and the value-in-use) is determined on an individual asset basis unless the asset does not generate cash flows that are largely independent of those from other assets. If this is the case, the recoverable amount is determined for the cash-generating unit (“CGU”) to which the asset belongs.

If the recoverable amount of the asset (or CGU) is estimated to be less than its carrying amount, the carrying amount of the asset (or CGU) is reduced to its recoverable amount.

The difference between the carrying amount and recoverable amount is recognised as an impairment loss in profit or loss.

An impairment loss for an asset is reversed if, and only if, there has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss was recognised. The carrying amount of this asset is increased to its revised recoverable amount, provided that this amount does not exceed the carrying amount that would have been determined (net of any accumulated depreciation) had no impairment loss been recognised for the asset in prior years. A reversal of impairment loss for an asset is recognised in profit or loss.

2.7 Construction contracts

When the outcome of a construction contract can be estimated reliably, contract revenue and contract costs are recognised as revenue and expenses respectively by reference to the stage of completion of the contract activity at the balance sheet date (“percentage-of-completion”). When the outcome of a construction contract cannot be estimated reliably, contract revenue is recognised to the extent of contract costs incurred that are likely to recoverable. When it is probable that total contract costs will exceed total contract revenue, the expected loss is recognised as an expense immediately.

A-16 APPENDIXA—AUDITEDCOMBINEDFINANCIALSTATEMENTS OFLOGISTICSHOLDINGSLIMITEDANDITSSUBSIDIARIES FOR THE FINANCIAL YEARS ENDED 30 JUNE 2010, 2011 AND 2012

Logistics Holdings Limited and Its Subsidiaries Notes to the Combined Financial Statements For the Financial Years Ended 30 June 2010, 2011 and 2012

2 Summary of significant accounting policies (Cont’d)

2.7 Construction contracts (Cont’d)

The stage of completion is measured by reference to the proportion of contract costs incurred to date to the estimated total costs for the contract. Costs incurred during the financial year in connection with future activity on a contract are excluded from the costs incurred to date when determining the stage of completion of a contract. Such costs are shown as construction contract work-in-progress on the balance sheet unless it is not probable that such contract costs are recoverable from the customers, in which case, such costs are recognised as an expense immediately.

Progress billing not yet paid by customers and retention by customer are included within “trade and other receivables”. Advances received are included within “trade and other payables”.

2.8 Cash and cash equivalents

For the purpose of presentation in the combined statements of cash flows, cash and cash equivalents include cash at bank and on hand, deposits with financial institutions which are subject to an insignificant risk of change in value.

2.9 Financial assets

(a) Classification

The Group classifies its financial assets as: loans and receivables. Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are presented as current assets, except for those that are expected to be realised later than 12 months after the balance sheet date which are presented as non-current assets. Loans and receivables are presented as “trade and other receivables” and “cash and cash equivalents” on the balance sheet.

A-17 APPENDIXA—AUDITEDCOMBINEDFINANCIALSTATEMENTS OFLOGISTICSHOLDINGSLIMITEDANDITSSUBSIDIARIES FOR THE FINANCIAL YEARS ENDED 30 JUNE 2010, 2011 AND 2012

Logistics Holdings Limited and Its Subsidiaries Notes to the Combined Financial Statements For the Financial Years Ended 30 June 2010, 2011 and 2012

2 Summary of significant accounting policies (Cont’d)

2.9 Financial assets (Cont’d)

(b) Recognition and derecognition

Regular way purchases and sales of financial assets are recognised on trade date — the date on which the Group commits to purchase or sell the asset.

Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have been transferred and the Group has transferred substantially all risks and rewards of ownership. On disposal of a financial asset, the difference between the carrying amount and the sale proceeds is recognised in profit or loss. Any amount in the fair value reserve relating to that asset is reclassified to profit or loss.

Trade receivables that are factored out to banks and other financial institutions with recourse to the Group are not derecognised until the recourse period has expired and the risks and rewards of the receivables have been fully transferred. The corresponding cash received from the financial institutions is recorded as borrowings.

Financial assets are initially recognised at fair value plus transaction costs.

(d) Subsequent measurement

Loans and receivables are subsequently carried at amortised cost using the effective interest method.

(e) Impairment

The Group assesses at each balance sheet date whether there is objective evidence that a financial asset or a group of financial assets is impaired and recognises an allowance for impairment when such evidence exists.

Significant financial difficulties of the debtor, probability that the debtor will enter bankruptcy, and default or significant delay in payments are objective evidence that these financial assets are impaired.

A-18 APPENDIXA—AUDITEDCOMBINEDFINANCIALSTATEMENTS OFLOGISTICSHOLDINGSLIMITEDANDITSSUBSIDIARIES FOR THE FINANCIAL YEARS ENDED 30 JUNE 2010, 2011 AND 2012

Logistics Holdings Limited and Its Subsidiaries Notes to the Combined Financial Statements For the Financial Years Ended 30 June 2010, 2011 and 2012

2 Summary of significant accounting policies (Cont’d)

2.9 Financial assets (Cont’d)

(e) Impairment (Cont’d)

The carrying amount of these assets is reduced through the use of an impairment allowance account which is calculated as the difference between the carrying amount and the present value of estimated future cash flows, discounted at the original effective interest rate. When the asset becomes uncollectible, it is written off against the allowance account. Subsequent recoveries of amounts previously written off are recognised against the same line item in profit or loss.

The allowance for impairment loss account is reduced through profit or loss in a subsequent period when the amount of impairment loss decreases and the related decrease can be objectively measured. The carrying amount of the asset previously impaired is increased to the extent that the new carrying amount does not exceed the amortised cost had no impairment been recognised in prior periods.

2.10 Trade and other payables

Trade and other payables represent liabilities for goods and services provided to the Group prior to the end of financial year which are unpaid. They are classified as current liabilities if payment is due within one year or less (or in the normal operating cycle of the business if longer). If not, they are presented as non-current liabilities.

Trade and other payables are initially recognised at fair value, and subsequently carried at amortised cost using the effective interest method.

2.11 Income taxes

Current income tax for current and prior period is recognised at the amount expected to be paid to or recovered from the tax authorities, using the tax rates and tax laws that have been enacted or substantively enacted by the balance sheet date.

Deferred income tax is recognised for all temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements except when the deferred income tax arises from the initial recognition of an asset or liability that affects neither accounting nor taxable profit or loss at the time of the transaction.

A-19 APPENDIXA—AUDITEDCOMBINEDFINANCIALSTATEMENTS OFLOGISTICSHOLDINGSLIMITEDANDITSSUBSIDIARIES FOR THE FINANCIAL YEARS ENDED 30 JUNE 2010, 2011 AND 2012

Logistics Holdings Limited and Its Subsidiaries Notes to the Combined Financial Statements For the Financial Years Ended 30 June 2010, 2011 and 2012

2 Summary of significant accounting policies (Cont’d)

2.11 Income taxes (Cont’d)

A deferred income tax liability is recognised on temporary differences arising on investments in subsidiaries, except where the Group is able to control the timing of the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future.

A deferred income tax asset is recognised to the extent that it is probable that future taxable profit will be available against which the deductible temporary differences and tax losses can be utilised.

Deferred income tax is measured:

(i) at the tax rates that are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled, based on tax rates and tax laws that have been enacted or substantively enacted at the balance sheet date; and

(ii) based on the tax consequence that will follow from the manner in which the Group expects, at the balance sheet date, to recover or settle the carrying amounts of its assets and liabilities.

Current and deferred income taxes are recognised as income and expense in profit or loss, except to the extent that the tax arises from a business combination or a transaction which is recognised directly in equity. Deferred tax arising from a business is adjusted against goodwill on acquisition.

2.12 Employee compensation

Employee benefits are recognised as an expense, unless the cost qualifies to be capitalised as an asset.

Defined contribution plans

Defined contribution plans are post-employment benefit plans under which the Group pays fixed contributions into separate entities such as the Central Provident Fund, on a mandatory, contractual or voluntary basis. The Group has no further payment obligations once the contributions have been paid. The Group’s contributions are recognised as employee compensation expense when they are due.

A-20 APPENDIXA—AUDITEDCOMBINEDFINANCIALSTATEMENTS OFLOGISTICSHOLDINGSLIMITEDANDITSSUBSIDIARIES FOR THE FINANCIAL YEARS ENDED 30 JUNE 2010, 2011 AND 2012

Logistics Holdings Limited and Its Subsidiaries Notes to the Combined Financial Statements For the Financial Years Ended 30 June 2010, 2011 and 2012

2 Summary of significant accounting policies (Cont’d)

2.13 Currency translation

(a) Functional and presentation currency

Items included in the financial statements of each entity in the Group are measured using the currency of the primary economic environment in which the entity operates (“functional currency”). The functional currency of the Company is Singapore Dollar.

(b) Transactions and balances

Transactions in a currency other than the functional currency (“foreign currency”) are translated into the functional currency using the exchange rates at the dates of the transactions. Currency translation differences from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies at the closing rate at the balance sheet date are recognised in profit or loss, unless they arise from borrowings in foreign currencies, other currency instruments designated and qualifying as net investment hedges and net investment in foreign operations. Those currency translation differences are recognised in the currency translation reserve in other comprehensive income and transferred to profit or loss as part of the gain or loss on disposal of the foreign operation.

Non-monetary items measured at fair values in foreign currencies are translated using the exchange rates at the date when the fair values are determined.

2.14 Provisions for other liabilities and charges

Provisions for other liabilities and charges are recognised when the Group has a present legal or constructive obligation as a result of past events, it is more likely than not that an outflow of resources will be required to settle the obligation and the amount has been reliably estimated.

2.15 Share capital

Ordinary shares are classified as equity. Incremental costs directly attributable to the issuance of new ordinary shares are deducted against the share capital account.

2.16 Dividends to Company’s shareholders

Dividends to the Company’s shareholders are recognised when the dividends are approved for payment.

A-21 APPENDIXA—AUDITEDCOMBINEDFINANCIALSTATEMENTS OFLOGISTICSHOLDINGSLIMITEDANDITSSUBSIDIARIES FOR THE FINANCIAL YEARS ENDED 30 JUNE 2010, 2011 AND 2012

Logistics Holdings Limited and Its Subsidiaries Notes to the Combined Financial Statements For the Financial Years Ended 30 June 2010, 2011 and 2012

2 Summary of significant accounting policies (Cont’d)

2.17 Government grant

Grants from the government are recognised as a receivable at their fair value when there is reasonable assurance that the grant will be received and the Group will comply with all the attached conditions.

Government grant relating to expense is deducted directly from the related expenses, or shown separately as other income.

2.18 Fair value estimation

The fair values of current financial assets and liabilities carried at amortised cost approximate their carrying amounts.

2.19 Leases

When the Group is the lessee:

The Group leases motor vehicles under finance leases and workers quarters and office under operating leases from non-related parties.

(i) Lessee — Finance leases

Leases where the Group assumes substantially all risks and rewards incidental to ownership of the leased assets are classified as finance leases.

The leased assets and the corresponding lease liabilities (net of finance charges) under finance leases are recognised on the balance sheet as plant and equipment and borrowings respectively, at the inception of the leases based on the lower of the fair value of the leased assets and the present value of the minimum lease payments.

Each lease payment is apportioned between the finance expense and the reduction of the outstanding lease liability. The finance expense is recognised in profit or loss on a basis that reflects a constant periodic rate of interest on the finance lease liability.

A-22 APPENDIXA—AUDITEDCOMBINEDFINANCIALSTATEMENTS OFLOGISTICSHOLDINGSLIMITEDANDITSSUBSIDIARIES FOR THE FINANCIAL YEARS ENDED 30 JUNE 2010, 2011 AND 2012

Logistics Holdings Limited and Its Subsidiaries Notes to the Combined Financial Statements For the Financial Years Ended 30 June 2010, 2011 and 2012

2 Summary of significant accounting policies (Cont’d)

2.19 Leases (Cont’d)

(ii) Lessee — Operating leases

Leases where substantially all risks and rewards incidental to ownership are retained by the lessors are classified as operating leases. Payments made under operating leases (net of any incentives received from the lessors) are recognised in profit or loss on a straight-line basis over the period of the lease.

Contingent rents are recognised as an expense in profit or loss when incurred.

2.20 Segment reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the Board of Directors whose members are responsible for allocating resources and assessing performance of the operating segments.

3 Critical accounting estimates, assumptions and judgements

Estimates, assumptions and judgements are continually evaluated and are based on historical experience and other factor including expectations of future events that are believed to be reasonable under circumstances.

(a) Construction contracts

The Group recognises contract revenue to the extent of contract costs incurred where it is probable those costs will be recoverable or based on the stage of completion method. The stage of completion is measured by reference to the proportion of contract costs incurred to date to the estimated total costs for the contract.

Significant assumptions are required to determining the stage of completion, the estimated total contract revenue and contract cost, as well as the recoverability of the contracts. Total contract revenue also includes an estimation of the recoverable variation works that are recoverable from the customers. In making judgement, the Group evaluates by relying on past experience.

If the revenue on uncompleted contracts at the balance sheet date increases/decreases by 5% from management’s estimates, the Group’s revenue for the financial years ended 30 June 2010, 2011 and 2012 will increase/decrease by $1,643,000, $2,203,000 and $2,461,000 respectively.

If the contract costs of uncompleted contracts to be incurred increase/decrease by 5% from management’s estimates, the Group’s profit before tax for the financial years ended 30 June 2010, 2011 and 2012 will decrease/increase by $206,000, $228,000 and $374,000 respectively.

A-23 APPENDIXA—AUDITEDCOMBINEDFINANCIALSTATEMENTS OFLOGISTICSHOLDINGSLIMITEDANDITSSUBSIDIARIES FOR THE FINANCIAL YEARS ENDED 30 JUNE 2010, 2011 AND 2012

Logistics Holdings Limited and Its Subsidiaries Notes to the Combined Financial Statements For the Financial Years Ended 30 June 2010, 2011 and 2012

3 Critical accounting estimates, assumptions and judgements (Cont’d)

(b) Income taxes

The Group has exposure to income taxes in Singapore. Significant judgement is involved in determining the group-wide provision for income taxes. There are certain transactions and computations for which the ultimate tax determination is uncertain during the ordinary course of business. The Group recognises liabilities for expected tax issues based on estimates of whether additional taxes will be due. 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 amounts of the Group’s current income tax liabilities were $72,000, $430,000 and $1,387,000 as at 30 June 2010, 2011 and 2012 respectively. The carrying amounts of the Group’s deferred income tax assets/(liabilities) were ($12,000), $152,000 and $110,000 as at 30 June 2010, 2011 and 2012 respectively.

4 Revenue

2010 2011 2012 $’000 $’000 $’000 Revenuefromconstructionworks 33,695 44,140 50,616 Revenuefrombuildingandmaintenance 3,282 9,509 13,466

36,977 53,649 64,082

5 Other income

2010 2011 2012 $’000 $’000 $’000 Governmentgrant—JobsCreditScheme 44 — — Equipmenthandlingincome 53 192 301 Other 38 48 57

135 240 358

The Jobs Credit Scheme is a cash grant introduced in the Singapore Budget 2009 to help businesses preserve jobs in the economic downturn. The Jobs Credit will be paid to eligible employers in 2009 in four payments and the amount an employer can receive would depend on the fulfillment of the conditions as stated in the scheme.

A-24 APPENDIXA—AUDITEDCOMBINEDFINANCIALSTATEMENTS OFLOGISTICSHOLDINGSLIMITEDANDITSSUBSIDIARIES FOR THE FINANCIAL YEARS ENDED 30 JUNE 2010, 2011 AND 2012

Logistics Holdings Limited and Its Subsidiaries Notes to the Combined Financial Statements For the Financial Years Ended 30 June 2010, 2011 and 2012

6 Expenses by nature

2010 2011 2012 $’000 $’000 $’000 Purchaseofmaterials 2,850 4,610 5,999 Sub-contractorcharges 27,018 40,820 42,887 Employeecompensation(Note7) 2,890 3,294 3,934 Impairmentoftradereceivables — 128 — Loss on disposal of property, plant and equipment — 10 11 Rentalonoperatingleases 105 144 334 Worksiteexpenses 1,136 2,288 4,169 Depreciation(Note14) 58 128 95 Other expenses 536 677 821

Total cost of works, distribution and marketing costs and administrative expenses 34,593 52,099 58,250

7 Employee compensation

2010 2011 2012 $’000 $’000 $’000 Wagesandsalaries 2,777 3,139 3,589 Employer’s contribution to defined contribution plans including Central Provident Fund 113 155 238 Other benefits — — 107

2,890 3,294 3,934

A-25 APPENDIXA—AUDITEDCOMBINEDFINANCIALSTATEMENTS OFLOGISTICSHOLDINGSLIMITEDANDITSSUBSIDIARIES FOR THE FINANCIAL YEARS ENDED 30 JUNE 2010, 2011 AND 2012

Logistics Holdings Limited and Its Subsidiaries Notes to the Combined Financial Statements For the Financial Years Ended 30 June 2010, 2011 and 2012

8 Finance expenses

2010 2011 2012 $’000 $’000 $’000 Interest expense: — Bank overdraft 11 — — — Bank borrowings 3 — — —Financeleaseliabilities — 1 5

14 1 5

9 Income tax expense

2010 2011 2012 $’000 $’000 $’000 Tax expense attributable to profit is made up of: —Currentincometax 114 428 1,006 —Deferredincometax(Note17) 240 (164) 42

354 264 1,048 Underprovision in prior years: —Currentincometax — 14 —

354 278 1,048

The tax on the Group’s profit before tax differs from the theoretical amount that would arise using the Singapore standard rate of income tax as explained below:

2010 2011 2012 $’000 $’000 $’000 Profitbeforeincometax 2,505 1,789 6,185

Taxcalculatedattaxrateof17% 426 304 1,051 Effects of: — Tax incentives (94) (30) (30) —Incomenotsubjecttotax (8) — (1) —Expensesnotdeductiblefortaxpurposes 30 33 12 — Other — (43) 16

Tax charge 354 264 1,048

A-26 APPENDIXA—AUDITEDCOMBINEDFINANCIALSTATEMENTS OFLOGISTICSHOLDINGSLIMITEDANDITSSUBSIDIARIES FOR THE FINANCIAL YEARS ENDED 30 JUNE 2010, 2011 AND 2012

Logistics Holdings Limited and Its Subsidiaries Notes to the Combined Financial Statements For the Financial Years Ended 30 June 2010, 2011 and 2012

10 Earnings per share

For illustrative purpose, the calculation of the basic earnings per share is based on the net profit attributable to equity holders of the Company for the financial years ended 30 June 2010, 2011 and 2012 and on 6,800,000 ordinary shares, representing the aggregate amounts of the paid-up share capital of Logistic Construction Pte. Ltd. and Apex Projects Pte.Ltd..

There were no diluted earnings per share for the financial years ended 30 June 2010, 2011 and 2012 as there were no potential ordinary shares outstanding.

11 Cash and cash equivalents

2010 2011 2012 $’000 $’000 $’000 Cashatbankandonhand 5,782 10,366 14,649

For the purpose of presenting the combined statements of cash flows, the combined cash and cash equivalents comprise the following:

2010 2011 2012 $’000 $’000 $’000 Cashandbankbalances(asabove) 5,782 10,366 14,649 Less:Bankdepositspledged — (100) (100)

Cash and cash equivalents per combined statementsofcashflows 5,782 10,266 14,549

Short-term bank deposits amounting to $100,000 (2011: $100,000 and 2010: nil) have been pledged to financial institution as banking facilities.

A-27 APPENDIXA—AUDITEDCOMBINEDFINANCIALSTATEMENTS OFLOGISTICSHOLDINGSLIMITEDANDITSSUBSIDIARIES FOR THE FINANCIAL YEARS ENDED 30 JUNE 2010, 2011 AND 2012

Logistics Holdings Limited and Its Subsidiaries Notes to the Combined Financial Statements For the Financial Years Ended 30 June 2010, 2011 and 2012

12 Trade and other receivables

2010 2011 2012 $’000 $’000 $’000 Trade receivables 964 8,622 3,654

Less: Allowances for impairment of receivables—non-relatedparties — (128) (101)

964 8,494 3,553 Construction contracts: —Duefromcustomers(Note13) 2,261 3,408 5,772 Non-trade receivables — Directors 935 1,585 — —Non-relatedparties 2 100 15 937 1,685 15 Staff advances — — 3 Deposits 95 182 627

4,257 13,769 9,970

Movement of allowance for impairment of trade receivables:

2010 2011 2012 $’000 $’000 $’000 Beginningoffinancialyear — — 128 Allowance made — 128 — Allowancewrittenoff — — (27)

Endoffinancialyear — 128 101

The non-trade amount due from directors are unsecured, interest-free and is repayable on demand.

On 31 May 2012, an agreement was entered into between Logistics Construction Pte. Ltd. and its two directors namely Ong Siew Eng and Phua Lam Soon to set-off amounts due from directors of $1,010,000 and $1,010,000 respectively, with interim dividend payable of $4,000,000 (Note 20).

Included in the deposits is an amount of $272,000 paid to a third party when the Company entered into an option to purchase a leasehold property (Note 25).

A-28 APPENDIXA—AUDITEDCOMBINEDFINANCIALSTATEMENTS OFLOGISTICSHOLDINGSLIMITEDANDITSSUBSIDIARIES FOR THE FINANCIAL YEARS ENDED 30 JUNE 2010, 2011 AND 2012

Logistics Holdings Limited and Its Subsidiaries Notes to the Combined Financial Statements For the Financial Years Ended 30 June 2010, 2011 and 2012

13 Construction Contract Work-in-Progress

2010 2011 2012 $’000 $’000 $’000 Construction contract work-in-progress: Aggregate costs incurred and profits recognised (less losses recognised) to date onuncompletedconstructioncontracts 57,722 86,496 97,781 Less:Progressbillings (55,525) (85,864) (93,298)

2,197 632 4,483

Presented as: Due from customers on construction contracts(Note12) 2,261 3,408 5,772 Due to customers on construction contracts (Note 15) (64) (2,776) (1,289)

2,197 632 4,483

14 Property, plant and equipment Office equipment, furniture and fittings Leasehold Plant and and Motor Properties machinery computer vehicles Renovation Total $’000 $’000 $’000 $’000 $’000 $’000 2010 Cost Beginning of financialyear 320 27 108 220 22 697 Additions — 36 11 50 — 97 Endoffinancialyear 320 63 119 270 22 794

Accumulated depreciation Beginning of financialyear 51 8 104 162 22 347 Depreciation charge (Note6) 7 13 9 29 — 58 Endoffinancialyear 58 21 113 191 22 405 Net book value End of financial year 262 42 6 79 — 389

A-29 APPENDIXA—AUDITEDCOMBINEDFINANCIALSTATEMENTS OFLOGISTICSHOLDINGSLIMITEDANDITSSUBSIDIARIES FOR THE FINANCIAL YEARS ENDED 30 JUNE 2010, 2011 AND 2012

Logistics Holdings Limited and Its Subsidiaries Notes to the Combined Financial Statements For the Financial Years Ended 30 June 2010, 2011 and 2012

14 Property, plant and equipment (Cont’d)

Office equipment, furniture and fittings Leasehold Plant and and Motor Properties machinery computer vehicles Renovation Total $’000 $’000 $’000 $’000 $’000 $’000 2011 Cost Beginning of financialyear 320 63 119 270 22 794 Additions — — 24 310 — 334 Disposal — — — (50) — (50) Endoffinancialyear 320 63 143 530 22 1,078

Accumulated depreciation Beginning of financialyear 58 21 113 191 22 405 Depreciation charge (Note6) 7 13 27 81 — 128 Disposal — — — (10) — (10) Endoffinancialyear 65 34 140 262 22 523 Net book value End of financial year 255 29 3 268 — 555

2012 Cost Beginning of financialyear 320 63 143 530 22 1,078 Additions — — — 37 — 37 Disposal — — — (33) — (33) Endoffinancialyear 320 63 143 534 22 1,082

Accumulated depreciation Beginning of financialyear 65 34 140 262 22 523 Depreciation charge (Note6) 7 11 — 77 — 95 Disposal — — — (20) — (20) Endoffinancialyear 72 45 140 319 22 598 Net book value End of financial year 248 18 3 215 — 484

A-30 APPENDIXA—AUDITEDCOMBINEDFINANCIALSTATEMENTS OFLOGISTICSHOLDINGSLIMITEDANDITSSUBSIDIARIES FOR THE FINANCIAL YEARS ENDED 30 JUNE 2010, 2011 AND 2012

Logistics Holdings Limited and Its Subsidiaries Notes to the Combined Financial Statements For the Financial Years Ended 30 June 2010, 2011 and 2012

14 Property, plant and equipment (Cont’d)

(a) Included within the additions in the combined financial statements are motor vehicles acquired under finance leases amounting to nil (2011: $296,000, 2010: nil).

The carrying amounts of motor vehicles held under finance leases are $178,000 (2011: $237,000, 2010: nil) at the balance sheet date.

15 Trade and other payables

2010 2011 2012 $’000 $’000 $’000 Trade payables 2,569 8,038 5,899 Construction contracts: —Duetocustomers(Note13) 64 2,776 1,289

Non-trade payables — Dividend payables to shareholders (Note 20) — — 1,980 — Directors 940 55 — — Deposits 15 60 73 —Non-relatedparties 5 — — 960 115 2,053

Accruedoperatingexpenses 1,877 5,814 5,652

5,470 16,743 14,893

The non-trade amount due to directors is unsecured, interest-free and is payable on demand.

A-31 APPENDIXA—AUDITEDCOMBINEDFINANCIALSTATEMENTS OFLOGISTICSHOLDINGSLIMITEDANDITSSUBSIDIARIES FOR THE FINANCIAL YEARS ENDED 30 JUNE 2010, 2011 AND 2012

Logistics Holdings Limited and Its Subsidiaries Notes to the Combined Financial Statements For the Financial Years Ended 30 June 2010, 2011 and 2012

16 Finance lease liabilities

The Group leases motor vehicles from non-related parties under finance leases. The lease agreements do not have renewal clauses but provide the Group with options to purchase the leased assets at nominal value at the end of the lease term.

2010 2011 2012 $’000 $’000 $’000 Minimum lease payments due —Notlaterthanoneyear — 71 64 —Betweenoneandfiveyears — 124 53

— 195 117 Less:Futurefinancecharges — (11) (6)

Presentvalueoffinanceleaseliabilities — 184 111

The present values of finance lease liabilities are analysed as follows:

Notlaterthanoneyear — 67 61 Laterthanoneyear — 117 50

Total — 184 111

17 Deferred income tax assets/liabilities

Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current income tax assets against current income tax liabilities and when the deferred income taxes relate to the same fiscal authority. The results, determined after appropriate offsetting are shown on the balance sheet as follow:—

2010 2011 2012 $’000 $’000 $’000 Deferred income tax assets —toberecoveredwithinoneyear — 152 110

Deferred income tax liabilities —tobesettledwithinoneyear 12 — —

A-32 APPENDIXA—AUDITEDCOMBINEDFINANCIALSTATEMENTS OFLOGISTICSHOLDINGSLIMITEDANDITSSUBSIDIARIES FOR THE FINANCIAL YEARS ENDED 30 JUNE 2010, 2011 AND 2012

Logistics Holdings Limited and Its Subsidiaries Notes to the Combined Financial Statements For the Financial Years Ended 30 June 2010, 2011 and 2012

17 Deferred income tax assets/liabilities (Cont’d)

Movement in deferred income tax assets and liabilities (prior to offsetting of balances within the same tax jurisdiction) is as follows:

Accelerated tax Tax losses depreciation Others Total $’000 $’000 $’000 $’000 2010 Beginningoffinancialyear (217) (11) — (228) Chargedtoprofitorloss 217 23 — 240

Endoffinancialyear — 12 — 12

2011 Beginningoffinancialyear — 12 — 12 Creditedtoprofitandloss (29) (13) (122) (164)

Endoffinancialyear (29) (1) (122) (152)

2012 Beginningoffinancialyear (29) (1) (122) (152) Charged/(credited) to profit andloss 15 (6) 33 42

Endoffinancialyear (14) (7) (89) (110)

Deferred income tax assets are recognised for tax losses and capital allowances carried forward to the extent that realisation of the related tax benefit through future taxable profits is probable. The Group has unrecognised tax losses of nil (2011: nil and 2010: $1,276,000) and capital allowances of nil (2011: nil and 2010: $78,000) at the balance sheet date which can be carried forward and used to offset against future taxable income. The tax losses and capital allowances have no expiry date.

A-33 APPENDIXA—AUDITEDCOMBINEDFINANCIALSTATEMENTS OFLOGISTICSHOLDINGSLIMITEDANDITSSUBSIDIARIES FOR THE FINANCIAL YEARS ENDED 30 JUNE 2010, 2011 AND 2012

Logistics Holdings Limited and Its Subsidiaries Notes to the Combined Financial Statements For the Financial Years Ended 30 June 2010, 2011 and 2012

18 Share capital

For the purpose of the preparation of the combined balance sheets, the share capital as at 30 June 2012 represents the aggregate amounts of the paid-up capital of the following companies:

No. of Ordinary shares Amount ‘000 $’000 Ordinary shares of no par value, fully paid Logistics Construction Pte. Ltd. 6,500 6,500 Apex Projects Pte. Ltd. 300 300

6,800 6,800

The movements in the share capital are as follows:

Logistics Construction Apex Projects Pte. Ltd. Pte.Ltd. Total $’000 $’000 $’000 Beginning and end of financial year 2010 3,000 100 3,100

Beginningoffinancialyear2011 3,000 100 3,100 Issuanceofshares 3,500 — 3,500

Endoffinancialyear2011 6,500 100 6,600

Beginningoffinancialyear2012 6,500 100 6,600 Issuanceofshares — 200 200

Endoffinancialyear2012 6,500 300 6,800

Fully paid ordinary shares carry one vote per share and carry a right to dividends as and when declared by the Company.

19 Retained profits

Retained profits of the Group are distributable.

A-34 APPENDIXA—AUDITEDCOMBINEDFINANCIALSTATEMENTS OFLOGISTICSHOLDINGSLIMITEDANDITSSUBSIDIARIES FOR THE FINANCIAL YEARS ENDED 30 JUNE 2010, 2011 AND 2012

Logistics Holdings Limited and Its Subsidiaries Notes to the Combined Financial Statements For the Financial Years Ended 30 June 2010, 2011 and 2012

20 Dividend

2010 2011 2012 $’000 $’000 $’000 Ordinary dividends paid/payable to the current shareholders of Logistics Construction Pte Ltd First interim dividend paid in respect of the current financial year of 62 cents (2011: 30 centsand2010:nil)pershare — 900 4,000 Second interim dividend paid in respect of the current financial year of nil (2011: 50 centsand2010:nil)pershare — 1,500 —

— 2,400 4,000

On 31 May 2012, an interim dividend of $4,000,000 was declared and payable in 2012. On 31 May 2012, an amount of $2,020,000 relating to this interim dividend was used to offset against the amount due from directors. As at 30 June 2012, the interim dividend of $1,980,000 remains unpaid (Note 15).

21 Related party transactions

Parties are considered to be related to the Group if the Group has the ability, directly or indirectly, to control the party or exercise significant influence over the party in making financial and operating decisions, or vice versa, or where the Group and the party are subject to common control or common significant influence. Related parties may be individuals or other entities.

In addition to the information disclosed elsewhere in the combined financial statements, the following transactions took place between the Group and related parties at terms agreed between the parties:

(a) Sales and purchases of goods and services

2010 2011 2012 $’000 $’000 $’000 Professionalfeespayabletoadirector — — 8 Rentalexpensepayabletodirectors 60 60 60

A-35 APPENDIXA—AUDITEDCOMBINEDFINANCIALSTATEMENTS OFLOGISTICSHOLDINGSLIMITEDANDITSSUBSIDIARIES FOR THE FINANCIAL YEARS ENDED 30 JUNE 2010, 2011 AND 2012

Logistics Holdings Limited and Its Subsidiaries Notes to the Combined Financial Statements For the Financial Years Ended 30 June 2010, 2011 and 2012

21 Related party transactions (Cont’d)

(b) Key management personnel compensation — directors:

2010 2011 2012 $’000 $’000 $’000 Salariesandbonuses 664 764 324 Employer’s contribution to defined contribution plans including Central ProvidentFund 16 16 18 Other benefits — — 107

680 780 449

22 Commitments

(a) Capital commitments

Capital expenditures contracted for at the balance sheet date but not recognised in the combined financial statements are as follows:

2010 2011 2012 $’000 $’000 $’000 Property,plantandequipment — — 1,890

(b) Operating lease commitments — where the Group is a lessee

The Group leases dormitory for workers, office equipment and construction equipment under non-cancellable operating lease agreements. The leases have varying terms, escalation clauses and renewal rights.

The future aggregate minimum lease payments under non-cancellable operating leases contracted for at the balance sheet date but not recognised as liabilities, are analysed as follows:

2010 2011 2012 $’000 $’000 $’000 Notlaterthanoneyear 42 198 197 Betweenoneandfiveyears — 36 29

42 234 226

A-36 APPENDIXA—AUDITEDCOMBINEDFINANCIALSTATEMENTS OFLOGISTICSHOLDINGSLIMITEDANDITSSUBSIDIARIES FOR THE FINANCIAL YEARS ENDED 30 JUNE 2010, 2011 AND 2012

Logistics Holdings Limited and Its Subsidiaries Notes to the Combined Financial Statements For the Financial Years Ended 30 June 2010, 2011 and 2012

23 Financial risk management

Financial risk factors

The Group’s activities expose it to market risk (including currency risk, and interest rate risk), credit risk, liquidity risk and capital risk. The Group’s overall risk management strategy seeks to minimise adverse effects from the unpredictability of financial markets on the Group’s financial performance.

The Board of Directors is responsible for setting the objectives and underlying principles of financial risk management for the Group. The Board of Directors establishes the detail policies such as authority levels, oversight responsibilities, risk identification and measurement.

The overall business strategies of the Group, its tolerance for risk and its general risk management philosophy are determined by the management in accordance with prevailing economic and operating conditions. In determining its risk management policies, the management ensures that an acceptable balance is made between the cost of risks occurring and the cost of managing the risks.

The Board of Directors reviews and agrees policies for managing each of these risks and they are summarised below:

(a) Market risk

(i) Currency risk

The Company has no significant concentration on currency risk since majority of the commercial transactions are in Singapore Dollar which is the functional currency of the Company.

(ii) Cash flow and fair value interest rate risks

Cash flow interest rate risk is the risk that the future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Fair value interest rate risk is the risk that the fair value of a financial instrument will fluctuate due to changes in market interest rates. As the Group has no significant interest bearing assets and liabilities, the Group’s income is substantially independent of changes in market interest rates.

A-37 APPENDIXA—AUDITEDCOMBINEDFINANCIALSTATEMENTS OFLOGISTICSHOLDINGSLIMITEDANDITSSUBSIDIARIES FOR THE FINANCIAL YEARS ENDED 30 JUNE 2010, 2011 AND 2012

Logistics Holdings Limited and Its Subsidiaries Notes to the Combined Financial Statements For the Financial Years Ended 30 June 2010, 2011 and 2012

23 Financial risk management (Cont’d)

Financial risk factors (Cont’d)

(b) Credit risk

Credit risk refers to the risk that counter-party will default on its contractual obligations resulting in financial loss to the Group. The major classes of financial assets of the Group are bank deposits and trade and other receivables. For trade receivables, the Group adopts the policy of focusing on government bodies as its customers due to their low default risk on billings and payments. For other financial assets, the Group adopts the policy of dealing only with high credit quality counterparties.

Credit exposure to an individual counterparty is restricted by credit limits that are approved by the directors based on going credit evaluation. The counterparty’s payment profile and credit exposure are continuously monitored by directors. The trade receivables of the Group comprise of 3 debtors (2011: 3 debtors and 2010: 3 debtors) that individually represented more than 10% of trade receivables.

As the Group does not hold any collateral, the maximum exposure to credit risk for each class of financial instruments is the carrying amount of that class of financial instruments presented on the balance sheet.

The credit risk for trade receivables based on the information provided to key management is as follows:

2010 2011 2012 $’000 $’000 $’000 By types of customers Governmentbodies 958 7,672 3,346 Othercompanies 6 822 207

964 8,494 3,553

(i) Financial assets that are neither past due nor impaired

Bank deposits that are neither past due nor impaired are mainly deposits with banks with high credit-ratings assigned by international credit rating agencies. Trade receivables that are neither past due nor impaired are substantially companies with a good collection track record with the Group.

A-38 APPENDIXA—AUDITEDCOMBINEDFINANCIALSTATEMENTS OFLOGISTICSHOLDINGSLIMITEDANDITSSUBSIDIARIES FOR THE FINANCIAL YEARS ENDED 30 JUNE 2010, 2011 AND 2012

Logistics Holdings Limited and Its Subsidiaries Notes to the Combined Financial Statements For the Financial Years Ended 30 June 2010, 2011 and 2012

23 Financial risk management (Cont’d)

Financial risk factors (Cont’d)

(b) Credit risk (Cont’d)

(ii) Financial assets that are past due and/or impaired

There is no other class of financial assets that is past due and/or impaired except for trade receivables.

The age analysis of trade receivables past due but not impaired is as follows:

2010 2011 2012 $’000 $’000 $’000 Pastdue<3months 341 367 198 Pastdue3to6months 1 909 11 Pastdueover6months 16 104 171

358 1,380 380

Trade receivables that are past due have not been impaired as the Group has received the payments from customers after financial year end.

Prudent liquidity risk management implies maintaining sufficient cash and having an adequate amount of committed credit facilities to enable it to meet its normal operating commitments. The Group’s objective is to maintain a balance between continuing of funding and flexibility through the use of bank borrowings, bank overdrafts and finance lease liabilities. As at balance sheet date, assets held by the Group for managing liquidity risks included cash and short-term deposits as disclosed in Note 11.

A-39 APPENDIXA—AUDITEDCOMBINEDFINANCIALSTATEMENTS OFLOGISTICSHOLDINGSLIMITEDANDITSSUBSIDIARIES FOR THE FINANCIAL YEARS ENDED 30 JUNE 2010, 2011 AND 2012

Logistics Holdings Limited and Its Subsidiaries Notes to the Combined Financial Statements For the Financial Years Ended 30 June 2010, 2011 and 2012

23 Financial risk management (Cont’d)

Financial risk factors (Cont’d)

The table below analyses the Group’s non-derivative financial liabilities into relevant maturity groupings based on the remaining period from the balance sheet date to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows. Balances due within 12 months equal their carrying balances as the impact of discounting is not significant.

Within Between 2 1 year and 3 years $’000 $’000 30 June 2010 Tradeandotherpayables 5,470 —

30 June 2011 Tradeandotherpayables 16,743 — Finance lease liabilities 71 124

16,814 124

30 June 2012 Tradeandotherpayables 14,893 — Finance lease liabilities 64 53

14,957 53

(d) Capital risk

The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern and to maintain an optimal capital structure so as to maximise shareholder value. In order to maintain or achieve an optimal capital structure, the Group may adjust the amount of dividend payment, return capital to shareholders, issue new shares, buy back issued shares, obtain new borrowings or sell assets to reduce borrowings.

The Group’s strategies, which were unchanged from 2009, 2010 and 2011.

A-40 APPENDIXA—AUDITEDCOMBINEDFINANCIALSTATEMENTS OFLOGISTICSHOLDINGSLIMITEDANDITSSUBSIDIARIES FOR THE FINANCIAL YEARS ENDED 30 JUNE 2010, 2011 AND 2012

Logistics Holdings Limited and Its Subsidiaries Notes to the Combined Financial Statements For the Financial Years Ended 30 June 2010, 2011 and 2012

23 Financial risk management (Cont’d)

Financial risk factors (Cont’d)

(d) Capital risk (Cont’d)

The gearing ratio is calculated as net debt divided by total capital. Net debt is calculated as finance lease liabilities plus trade and other payables less cash and cash equivalents. Total capital is calculated as total equity plus net debt.

2010 2011 2012 $’000 $’000 $’000 Net debt (312) 6,561 355 Total equity 4,874 7,485 8,822

Totalcapital 4,562 14,046 9,177

Gearing ratio N.M 46.7% 3.9%

N.M — Not meaningful

The Group have no externally imposed capital requirements for the financial years ended 30 June 2010, 2011 and 2012.

24 Segment information

Management has determined the operating segments based on the reports reviewed by the Chief Executive Officer for the purpose of resource allocation and assessment of the Group’s performance.

As 30 June 2010, 2011 and 2012, the Group was organised into one business segments, which is the general building activity such as excavation, piling, sub-structures and superstructures works, architectural works, aluminum cladding and curtain walling, mechanical and engineering works, supply and installation of furniture/interior fitting-out works, external works, and landscaping.

This is based on the Group’s internal organisation and management structure and the primary way in which the Board of Directors is provided with the financial information.

Whilst revenue are reported into two main revenue stream, as describe below, the Group’s results, the cost and balance sheet are only analysed into one operating segment.

(i) Construction works

They are mainly related to excavation, piling, sub-structures and superstructures works, architectural works, aluminium cladding and curtain walling and mechanical and engineering works.

A-41 APPENDIXA—AUDITEDCOMBINEDFINANCIALSTATEMENTS OFLOGISTICSHOLDINGSLIMITEDANDITSSUBSIDIARIES FOR THE FINANCIAL YEARS ENDED 30 JUNE 2010, 2011 AND 2012

Logistics Holdings Limited and Its Subsidiaries Notes to the Combined Financial Statements For the Financial Years Ended 30 June 2010, 2011 and 2012

24 Segment information (Cont’d)

(ii) Building and maintenance works

They are mainly related to supply and installation of furniture or interior fitting-out works, external works and landscaping.

No segmental information by geographical location is presented as all revenue in the financial years ended 30 June 2010, 2011 and 2012 was derived in Singapore.

Information about major customers

Revenue of approximately $63,889,000 (2011: $53,599,000, 2010: $35,871,000) are derived from government bodies.

25 Significant events after the balance sheet date

Subsequent to the balance sheet date, the legal completion of leasehold property at 24 Kranji Road, Singapore 739465 was completed. The purchase for the leasehold property amounted to $2,162,000.

26 New or revised accounting standards and interpretations

Below are the mandatory standards, amendments and interpretations to existing standards that have been published, and are relevant for the Group’s accounting periods beginning on or after 1 July 2012 or later periods and which the Group has not early adopted:

• Amendments to FRS 1 — Presentation of Items of Other Comprehensive Income (effective for annual period beginning or after 1 July 2012)

• Amendments to FRS 12 — Deferred tax: recovery of underlying assets (effective for annual periods beginning on or after 1 January 2012)

• FRS 19 (revised) — Employee Benefits (effective for annual periods beginning or after 1 January 2013)

• FRS 27 (revised) — Separate financial statements (effective for annual periods beginning on or after 1 January 2014)

• FRS 28 (revised) — Investments in associates and joint ventures (effective for annual periods beginning on or after 1 January 2014)

• FRS 32 — Offsetting of Financial Assets and Financial Liabilities (effective for annual periods beginning on or after 1 January 2014)

• FRS 110 — Consolidated financial statements (effective for annual periods beginning on or after 1 January 2014)

A-42 APPENDIXA—AUDITEDCOMBINEDFINANCIALSTATEMENTS OFLOGISTICSHOLDINGSLIMITEDANDITSSUBSIDIARIES FOR THE FINANCIAL YEARS ENDED 30 JUNE 2010, 2011 AND 2012

Logistics Holdings Limited and Its Subsidiaries Notes to the Combined Financial Statements For the Financial Years Ended 30 June 2010, 2011 and 2012

26 New or revised accounting standards and interpretations (Cont’d)

• FRS 111 — Joint arrangements (effective for annual periods beginning on or after 1 January 2014)

• FRS 112 — Disclosure of interest in other entities (effective for annual periods beginning on or after 1 January 2014)

• FRS 113 — Fair value measurements (effective for annual periods beginning on or after 1 January 2013)

The management anticipates that the adoption of the above FRSs, INT FRSs and amendments to FRS in the future periods will not have a material impact on the combined financial statements of the Group in the period of their initial adoption.

A-43 This page has been intentionally left blank. APPENDIXB—UNAUDITEDPROFORMACOMBINEDFINANCIAL INFORMATIONOFLOGISTICSHOLDINGSLIMITEDANDITSSUBSIDIARIES FOR THE FINANCIAL YEAR ENDED 30 JUNE 2012

INDEPENDENTANDREPORTINGAUDITOR’SREPORTONEXAMINATION OFTHE UNAUDITEDPROFORMACOMBINEDFINANCIALINFORMATIONOFLOGISTICSHOLDINGS LIMITED

8 January 2013

The Board of Directors Logistics Holdings Limited 19 Woodlands Industrial Park E1 #02-02 Singapore 757719

Dear Sirs

This Report has been prepared for inclusion in the offering document of Logistics Holdings Limited (the “Company”) in connection with the initial public offering of ordinary shares of the Company on the Catalist, the sponsor-supervised listing platform of the Singapore Exchange Securities Trading Limited.

We report on the unaudited Pro Forma Combined Financial Information (the “Pro Forma Financial Information”) of the Company and its subsidiaries (collectively referred to as the “Group”) which have been prepared for illustrative purposes only and based on certain assumptions after making certain adjustments to show what:-

(i) the financial results of the Group for the year ended 30 June 2012 would have been if the Significant events, described in Note 2 to the Pro Forma Financial Information, had occurred at 1 July 2011.

(ii) the financial position of the Group as at 30 June 2012 would have been if the Significant events had occurred at 30 June 2012; and

(iii) the cash flows of the Group for the year ended 30 June 2012 would have been if the Significant events had occurred at 1 July 2011.

The Pro Forma Financial Information of the Group, because of their nature, may not give a true picture of the Group’s actual financial results, financial position and cash flows.

The Pro Forma Financial Information is the responsibility of the directors. Our responsibility is to express an opinion on the Pro Forma Financial Information based on our work.

B-1 APPENDIXB—UNAUDITEDPROFORMACOMBINEDFINANCIAL INFORMATIONOFLOGISTICSHOLDINGSLIMITEDANDITSSUBSIDIARIES FOR THE FINANCIAL YEAR ENDED 30 JUNE 2012

INDEPENDENTANDREPORTINGAUDITOR’SREPORTONEXAMINATION OFTHE UNAUDITEDPROFORMACOMBINEDFINANCIALINFORMATIONOFLOGISTICSHOLDINGS LIMITED (Cont’d)

We carried out procedures in accordance with Singapore Statement of Auditing Practice 24: Auditors and Public Offering Documents. Our work, which involved no independent examination of the underlying financial statements, consisted primarily of comparing the Pro Forma Financial Information to the Group’s financial statements of (or where information is not available in the financial statements of these entities, to accounting records) considering the evidence supporting the adjustments and discussing the Pro Forma Financial Information with the management of the Group.

In our opinion:

(a) the Pro Forma Financial Information has been properly prepared:

(i) in a manner consistent with the accounting policies adopted by the Group;

(ii) on the basis set out in Note 3 to the Pro Forma Financial Information of the Group;

(b) each material adjustment made to the information used in the preparation of the Pro Forma Financial Information is appropriate for the purpose of preparing such unaudited financial information.

Nexia TS Public Accounting Corporation Public Accountants and Certified Public Accountants

Director-in-charge: Philip Tan Jing Choon (Appointed since financial year ended 30 June 2012)

B-2 APPENDIXB—UNAUDITEDPROFORMACOMBINEDFINANCIAL INFORMATIONOFLOGISTICSHOLDINGSLIMITEDANDITSSUBSIDIARIES FOR THE FINANCIAL YEAR ENDED 30 JUNE 2012

Logistics Holdings Limited and Its Subsidiaries Pro Forma Combined Statement of Comprehensive Income For the Financial Year Ended 30 June 2012

2012 Note S$’000 Revenue 64,082 Cost of works (55,884)

Gross profit 8,198 Other income 358 Expenses — Distribution and marketing (125) — Administrative (2,693) — Finance 6 (27)

Profit before income tax 5,711 Income tax expense (1,048)

Total comprehensive income, representing net profit 4,663

Total comprehensive income attributable to: Equity holders 4,643 Non-controlling interest 20

4,663

Earnings per share attributable to equity holders (cents) Basic and diluted 7 68

The accompanying notes form an integral part of these pro forma financial information.

B-3 APPENDIXB—UNAUDITEDPROFORMACOMBINEDFINANCIAL INFORMATIONOFLOGISTICSHOLDINGSLIMITEDANDITSSUBSIDIARIES FOR THE FINANCIAL YEAR ENDED 30 JUNE 2012

Logistics Holdings Limited and Its Subsidiaries Pro Forma Combined Balance Sheets As at 30 June 2012

2012 Note S$’000 ASSETS Current assets Cash and cash equivalents 8 14,082 Trade and other receivables 9 9,845

23,927

Non-current assets Property, plant and equipment 10 2,646 Deferred income tax assets 110

2,756

Total assets 26,683

LIABILITIES Current liabilities Trade and other payables 14,893 Current income tax liabilities 1,387 Borrowings 11 1,531

17,811

Non-current liability Borrowings 11 50

Total liabilities 17,861

NETASSETS 8,822

EQUITY Capital and reserve attributable to equity holders: Share capital 6,800 Retained profits 2,014

8,814 Non-controlling interest 8

Total equity 8,822

The accompanying notes form an integral part of these pro forma financial information.

B-4 APPENDIXB—UNAUDITEDPROFORMACOMBINEDFINANCIAL INFORMATIONOFLOGISTICSHOLDINGSLIMITEDANDITSSUBSIDIARIES FOR THE FINANCIAL YEAR ENDED 30 JUNE 2012

Logistics Holdings Limited and Its Subsidiaries Pro Forma Combined Statement of Changes in Equity For the Financial Year Ended 30 June 2012

Attributable to equity holders

Non- Share Retained controlling Total capital profits Total interest equity S$’000 S$’000 S$’000 S$’000 S$’000 2012 Beginningoffinancialyear 6,600 897 7,497 (12) 7,485 Issuanceofshares 200 — 200 — 200 Pro Forma Comprehensive Income for the year — 4,643 4,643 20 4,663 Dividendrelatingto2012 — (4,000) (4,000) — (4,000) Pro Forma effects arising from different basis of Preparation of the Unaudited ProFormaCombinedBalanceSheet — 474 474 — 474

Equity as reflected in the Unaudited Pro Forma Combined Balance Sheet asat30June2012 6,800 2,014 8,814 8 8,822

The accompanying notes form an integral part of these pro forma financial information.

B-5 APPENDIXB—UNAUDITEDPROFORMACOMBINEDFINANCIAL INFORMATIONOFLOGISTICSHOLDINGSLIMITEDANDITSSUBSIDIARIES FOR THE FINANCIAL YEAR ENDED 30 JUNE 2012

Logistics Holdings Limited and Its Subsidiaries Pro Forma Combined Statement of Cash Flows For the Financial Year Ended 30 June 2012

2012 Note S$’000 Cash flow from operating activities Net Profit 4,663 Adjustments for: — Income tax expense 1,048 — Depreciation 445 — Loss on disposal of property, plant and equipment 11 — Interest expense 27

6,194 Change in working capital — Trade and other receivables 3,924 — Trade and other payables (5,850)

Cash generated from operations 4,268 Income tax paid — net (49)

Net cash provided by operating activities 4,219

Cash flows from investing activities Proceedsfromdisposalofproperty,plantandequipment 2 Additions to property, plant and equipment (2,199)

Net cash used in investing activities (2,197)

Cash flows from financing activities Repayment of borrowings (73) Proceeds from borrowings 1,470 Interest paid (27) Proceeds from issuance of ordinary shares 200

Net cash provided by financing activities 1,570

Net increase in cash and cash equivalents 3,592 Cash and cash equivalents Beginning of financial year 10,266 Effects on Pro Forma adjustments arising from different basis of Pro Forma Combined Balance Sheet and Statement of Comprehensive Income 124

End of financial year 8 13,982

The accompanying notes form an integral part of these pro forma financial information.

B-6 APPENDIXB—UNAUDITEDPROFORMACOMBINEDFINANCIAL INFORMATIONOFLOGISTICSHOLDINGSLIMITEDANDITSSUBSIDIARIES FOR THE FINANCIAL YEAR ENDED 30 JUNE 2012

Logistics Holdings Limited and Its Subsidiaries Notes to the Pro Forma Financial Information For the Financial Year Ended 30 June 2012

These notes form an integral part of and should be read in conjunction with the accompanying Pro Forma Financial Information.

1. General

The Pro Forma Financial Information of Logistics Holdings Limited (the “Company”) and its subsidiaries (collectively referred to as the “Group”) for the financial year ended 30 June 2012 have been prepared for inclusion in the Offer Document of the Company in connection with the initial public offering of ordinary shares of the Company on the Catalist, the sponsor-supervised listing platform of the Singapore Exchange Securities Trading Limited.

2. Significant events

Acquisition of a leasehold property

On 26 April 2012, the Group entered into an option to purchase with a third party to acquire a leasehold property for an amount of S$2,100,000. On the same date, a deposit of S$272,000 was paid. The remaining acquisition cost was satisfied through a cash payment of S$358,000 and bank borrowing from a financial institution of S$1,470,000. The acquisition was completed on 17 September 2012. The Goods and Service Tax and stamp duty amounted to S$147,000 and S$62,000 respectively was paid in relation to this acquisition.

3. Basis of preparation and compilation of the Pro Forma Financial Information

3.1 The Pro Forma Financial Information have been prepared for illustrative purposes only and are based on certain assumptions after making certain adjustments to show that:

(ii) the financial position of the Group as at 30 June 2012 would have been if the Significant events had occurred at 30 June 2012; and

(iii) the cash flows of the Group for the year ended 30 June 2012 would have been if the Significant events had occurred at 1 July 2011.

The Pro Forma Financial Information of the Group, because of their nature, may not give a true picture of the Group’s actual financial results, financial position and cash flows.

3.2 The auditors’ report on the audited combined financial statements of the Group used in the compilation of the Pro Forma Financial Information for the periods presented was not subject to any material qualification. These financial information were audited or reviewed by Nexia TS Public Accounting Corporation.

B-7 APPENDIXB—UNAUDITEDPROFORMACOMBINEDFINANCIAL INFORMATIONOFLOGISTICSHOLDINGSLIMITEDANDITSSUBSIDIARIES FOR THE FINANCIAL YEAR ENDED 30 JUNE 2012

Logistics Holdings Limited and Its Subsidiaries Notes to the Pro Forma Financial Information For the Financial Year Ended 30 June 2012

3. Basis of preparation and compilation of the Pro Forma Financial Information (Cont’d)

3.3 The Pro Forma Financial Information has been compiled from the audited combined financial statements and are based on the accounting policies adopted by the Group, which are consistent with those of the combined financial statements of the Group for the financial year ended 30 June 2012.

3.4 The following key adjustments and assumptions were made for the preparation of the Pro Forma Financial Information.

(i) The depreciation charged for the year is assumed to be depreciated over the remaining leasehold period of six years. The eventual amounts could be materially different from the amount derived based on the assumption used;

(ii) Interest expense relating to bank borrowings obtained to acquire the property is assumed to be S$22,000 per annum. This may differ from the actual interest expense as the actual interest expense charged at 1.70% below the Bank’s Commercial Financing Rate or at such other rates with monthly rests or such other periodical rests as the Bank may stipulate from time to time at its absolute discretion;

(iii) Monthly land rental of S$9,006 (inclusive Goods and Services Tax) is assumed to be paid to JTC Corporation from 1 July 2011;

(iv) Goods and Services Tax paid is assumed to be refundable from Inland Revenue Authority of Singapore; and

(v) Stamp duty paid is assumed to be capitalised as part of the cost of leasehold property.

B-8 APPENDIXB—UNAUDITEDPROFORMACOMBINEDFINANCIAL INFORMATIONOFLOGISTICSHOLDINGSLIMITEDANDITSSUBSIDIARIES FOR THE FINANCIAL YEAR ENDED 30 JUNE 2012

Logistics Holdings Limited and Its Subsidiaries Notes to the Pro Forma Financial Information For the Financial Year Ended 30 June 2012

4. Statement of adjustments

4.1 The following adjustments have been made in arriving at the Pro Forma Combined Statement of Comprehensive Income for the financial year ended 30 June 2012.

Per audited Per unaudited Combined Combined Statement of Statement of Comprehensive Comprehensive Income for the Income for the financial year Pro forma financial year ended 30 June Adjustments ended 30 June 2012 Debit Credit 2012 S$’000 S$’000 S$’000 S$’000 Revenue 64,082 64,082 Costofworks (55,884) (55,884)

Grossprofit 8,198 8,198 Otherincome 358 358 Expenses — Distribution and marketing (125) (125) —Administrative (2,241) (a) (350) (2,693) (b) (102) —Finance (5) (a) (22) (27)

Profitbeforeincometax 6,185 5,711 Incometaxexpense (1,048) (1,048)

Total comprehensive income, Representing net profit 5,137 4,663

Total comprehensive income attributable to: Equityholders 5,117 4,643 Non-controllinginterest 20 20

5,137 4,663

Note (a) Being adjustments to reflect the depreciation and interest expense relating to the purchase of leasehold property.

Note (b) Being adjustments to reflect the land rental paid to JTC Corporation.

B-9 APPENDIXB—UNAUDITEDPROFORMACOMBINEDFINANCIAL INFORMATIONOFLOGISTICSHOLDINGSLIMITEDANDITSSUBSIDIARIES FOR THE FINANCIAL YEAR ENDED 30 JUNE 2012

Logistics Holdings Limited and Its Subsidiaries Notes to the Pro Forma Financial Information For the Financial Year Ended 30 June 2012

4. Statement of adjustments (Cont’d)

4.2 The following adjustments have been made in arriving at the Pro Forma Combined balance sheet as at 30 June 2012:

As at 30 June 2012

Unaudited Per audited Pro forma Pro forma Combined Adjustment Combined Balance Sheet Debit Credit Balance Sheet S$’000 S$’000S$’000 S$’000 ASSETS Current assets Cashandcashequivalents 14,649 567 (a) 14,082 Tradeandotherreceivables 9,970 (b) 147 272 (c) 9,845

24,619 23,927

Non-current assets Property,plantandequipment 484 (a) 1,890 2,646 (c) 272 Deferredincometaxassets 110 110

594 2,756

Total assets 25,213 26,683

LIABILITIES Current liabilities Tradeandotherpayables 14,893 14,893 Currentincometaxliabilities 1,387 1,387 Borrowings 61 (a)1,470 1,531

16,341 17,811

Non-current liability Borrowings 50 50

50 50

Total liabilities 16,391 17,861

NETASSETS 8,822 8,822

B-10 APPENDIXB—UNAUDITEDPROFORMACOMBINEDFINANCIAL INFORMATIONOFLOGISTICSHOLDINGSLIMITEDANDITSSUBSIDIARIES FOR THE FINANCIAL YEAR ENDED 30 JUNE 2012

Logistics Holdings Limited and Its Subsidiaries Notes to the Pro Forma Financial Information For the Financial Year Ended 30 June 2012

4. Statement of adjustments (Cont’d)

As at 30 June 2012

Unaudited Per audited Pro forma Pro forma Combined Adjustment Combined Balance Sheet Debit Credit Balance Sheet S$’000 S$’000S$’000 S$’000 EQUITY Company and reserves attributable to Equity holders Sharecapital 6,800 6,800 Retainedprofits 2,014 2,014

8,814 8,814 Non-controlling interest 8 8

Total equity 8,822 8,822

Note (a) Being adjustments to reflect the purchase of leasehold property through cash and cash equivalents and bank borrowing.

Note (b) Being GST receivables related to the purchase of leasehold property.

Note (c) Being reclassification of deposit paid from trade and other receivables to property, plant and equipment.

B-11 APPENDIXB—UNAUDITEDPROFORMACOMBINEDFINANCIAL INFORMATIONOFLOGISTICSHOLDINGSLIMITEDANDITSSUBSIDIARIES FOR THE FINANCIAL YEAR ENDED 30 JUNE 2012

Logistics Holdings Limited and Its Subsidiaries Notes to the Pro Forma Financial Information For the Financial Year Ended 30 June 2012

5. Expenses by nature

2012 S$’000 Purchase of materials 5,999 Sub-contractor charges 42,887 Employee compensation 3,934 Lossondisposalofproperty,plantandequipment 11 Rental on operating leases 334 Worksite expenses 4,169 Depreciation (Note 10) 445 Other expenses 923

Total cost of works, distribution and marketing costs and administrative expenses 58,702

6. Finance expense

2012 S$’000 Interest expense: — Bank borrowing 22 — Finance lease liabilities 5

7. Earnings per shares

For illustrative purpose, the calculation of the basic earnings per share is based on the net profit attributable to equity holders of the Company for the financial year ended 30 June 2012 and on 6,800,000 ordinary shares, representing the aggregate amounts of the paid-up share capital of Logistic Construction Pte. Ltd. and Apex Projects Pte. Ltd..

There were no diluted earnings per share for the financial year ended 30 June 2012 as there were no potential ordinary shares outstanding.

B-12 APPENDIXB—UNAUDITEDPROFORMACOMBINEDFINANCIAL INFORMATIONOFLOGISTICSHOLDINGSLIMITEDANDITSSUBSIDIARIES FOR THE FINANCIAL YEAR ENDED 30 JUNE 2012

Logistics Holdings Limited and Its Subsidiaries Notes to the Pro Forma Financial Information For the Financial Year Ended 30 June 2012

8. Cash and cash equivalents

2012 S$’000 Cash at bank and on hand 14,082

For the purpose of presenting the Pro Forma Combined Statements of Cash Flows, the pro forma combined cash and cash equivalents comprise the following:

2012 S$’000 Cash and bank balances (as above) 14,082 Less: Bank deposits pledged (100) Cash and cash equivalents per pro forma combined statements of cash flows 13,982

Short-term bank deposits amounting to S$100,000 have been pledged to financial institution as banking facilities.

9. Trade and other receivables

2012 S$’000 Trade receivables 3,801 Less: Allowances for impairment of receivables — non-relatedparties (101) 3,700 Construction contracts: — Due from customers 5,772 Non-trade receivables — Non-related parties 15 Staff advances 3 Deposits 355 9,845

Movement of allowance for impairment of trade receivables:

2012 S$’000 Beginning of financial year 128 Allowance written off (27) End of financial year 101

B-13 APPENDIXB—UNAUDITEDPROFORMACOMBINEDFINANCIAL INFORMATIONOFLOGISTICSHOLDINGSLIMITEDANDITSSUBSIDIARIES FOR THE FINANCIAL YEAR ENDED 30 JUNE 2012

Logistics Holdings Limited and Its Subsidiaries Notes to the Pro Forma Financial Information For the Financial Year Ended 30 June 2012

10. Property, plant and equipment

Office equipment, furniture and fittings Leasehold Plant and and Motor Properties machinery computer vehicles Renovation Total S$’000 S$’000 S$’000 S$’000 S$’000 S$’000 2012 Cost Beginning of financial year 320 63 143 530 22 1,078 Additions 2,162 — — 37 — 2,199 Disposal — — — (33) — (33)

Endoffinancialyear 2,482 63 143 534 22 3,244

Accumulated depreciation Beginning of financial year 65 34 140 262 22 523 Depreciation charge (Note5) 357 11 — 77 — 445 Disposal — — — (20) — (20) Pro Forma effects arising from different basis of preparation of the Unaudited Pro Forma Combined Statement of ComprehensiveIncome (350) — — — — (350)

Endoffinancialyear 72 45 140 319 22 598

Net book value Endoffinancialyear 2,410 18 3 215 — 2,646

(a) The carrying amounts of motor vehicles held under finance lease are S$178,000 at the balance sheet date.

(b) Bank borrowings are secured on property, plant and equipment of the Group with carrying amounts of S$2,162,000.

B-14 APPENDIXB—UNAUDITEDPROFORMACOMBINEDFINANCIAL INFORMATIONOFLOGISTICSHOLDINGSLIMITEDANDITSSUBSIDIARIES FOR THE FINANCIAL YEAR ENDED 30 JUNE 2012

Logistics Holdings Limited and Its Subsidiaries Notes to the Pro Forma Financial Information For the Financial Year Ended 30 June 2012

11. Borrowings

2012 S$’000 Current Bank borrowing 1,470 Finance lease liabilities (Note 12) 61

1,531

Non-current Finance lease liabilities (Note 12) 50

Total borrowings 1,581

The bank borrowing is repayable by 12 equal monthly instalments of S$124,333, which commenced on 17 September 2012. The rate of interest for the bank borrowing is charged at 1.70% below the Bank’s Commercial Financing Rate.

Bank borrowing is secured by:

(a) the leasehold property over 24 Kranji Road Singapore 739465.

(b) Joint and Several Guarantee for S$1,470,000 to be executed by Phua Lam Soon and Ong Siew Eng.

B-15 APPENDIXB—UNAUDITEDPROFORMACOMBINEDFINANCIAL INFORMATIONOFLOGISTICSHOLDINGSLIMITEDANDITSSUBSIDIARIES FOR THE FINANCIAL YEAR ENDED 30 JUNE 2012

Logistics Holdings Limited and Its Subsidiaries Notes to the Pro Forma Financial Information For the Financial Year Ended 30 June 2012

12. Finance lease liabilities

2012 S$’000 Minimum lease payments due — Not later than one year 64 — Between one and five years 53

117 Less: Future finance charges (6)

Present value of finance lease liabilities 111

The present values of finance lease liabilities are analysed as follows:

Not later than one year 61 Later than one year 50

Total 111

13. Authorisation of Pro Forma Financial Information

This Pro Forma Financial Information were authorised for issue in accordance with a resolution of the Board of Directors of Logistics Holdings Limited on 8 January 2013.

B-16 APPENDIXC—DESCRIPTIONOFORDINARYSHARES

The discussion below provides information about our share capital, the main provisions of our Articles of Association and the laws of Singapore relating to our Shares. This description is only a summary and is qualified by reference to Singapore law and our Articles of Association.

ORDINARY SHARES

We have only one class of shares, namely, our ordinary Shares, which have identical rights in all respects and rank equally with one another. Our Articles of Association provide that we may issue shares of a different class with preferential, deferred, qualified or other special rights, privileges or conditions as our Company may determine and may issue preference shares which are, or at our option are, subject to redemption, provided always that the total number of issued preference shares shall not exceed the total number of issued Shares at any one time.

All of our ordinary shares are in registered form. We may, subject to the provisions of the Companies Act and the rules of the SGX-ST, purchase our own Shares. However, we may not, except in circumstances permitted by the Companies Act, grant any financial assistance for the acquisition or proposed acquisition of our own Shares.

NEWSHARES

New Shares may only be issued with the prior approval of our Shareholders in a general meeting. The aggregate number of Shares (including Shares to be issued in pursuance of instruments made or granted pursuant to such approval) may not exceed 100% (or such other limit as may be prescribed by the SGX-ST) of our issued share capital for the time being, of which the aggregate number of Shares (including Shares to be issued in pursuance of instruments made or granted pursuant to such approval) to be issued other than on a pro rata basis to our Shareholders may not exceed 50% (or such other limit as may be prescribed by the SGX-ST) of our issued share capital for the time being. The approval, if granted, will lapse at the conclusion of the annual general meeting following the date on which the approval was granted or the date by which the annual general meeting is required by law to be held, whichever is the earlier. Subject to the foregoing, the provisions of the Companies Act and any special rights attached to any class of shares currently issued, all new Shares are under the control of our Board of Directors who may allot and issue the same with such rights and restrictions as it may think fit.

SHAREHOLDERS

Only persons who are registered in our register of shareholders and, in cases in which the person so registered is the CDP, the persons named as the depositors in the depository register maintained by the CDP for our Shares, are recognised as our Shareholders.

We will not, except as required by law, recognise any equitable, contingent, future or partial interest in any Share or other rights for any ordinary share other than the absolute right thereto of the registered holder of the Share or of the person whose name is entered in the depository register for that Share.

We may close the register of shareholders for any time or times if we provide the SGX-ST at least ten clear Market Days’ notice. However, the register may not be closed for more than 30 days in aggregate in any calendar year. We typically, close the register to determine Shareholders’ entitlement to receive dividends and other distributions.

C-1 APPENDIXC—DESCRIPTIONOFORDINARYSHARES

TRANSFEROFORDINARYSHARES

Save for the moratorium undertakings described in the section entitled “Shareholders — Moratorium” of this Offer Document, there is no restriction on the transfer of our fully paid Shares except where required by law or rules of the SGX-ST. Our Board of Directors may only decline to register any transfer of Shares which are not fully paid Shares or Shares on which we have a lien. Our Shares may be transferred by a duly signed instrument of transfer in any form acceptable to our Board of Directors. Our Board of Directors may also decline to register any instrument of transfer unless, among other things, it has been duly stamped and is presented for registration together with the share certificate and such other evidence of title as they may require. We will replace lost or destroyed certificates for our Shares if we are properly notified and if the applicant pays a fee which will not exceed $2.00 and furnishes any evidence and indemnity that our Board of Directors may require.

GENERALMEETINGSOFSHAREHOLDERS

We are required to hold an annual general meeting every year. Our Board of Directors may convene an extraordinary general meeting whenever it thinks fit and must do so if Shareholders representing not less than 10% of the total voting rights of all Shareholders request in writing that such a meeting be held. In addition, two or more Shareholders holding not less than 10% of our issued share capital may call a meeting. Unless otherwise required by Singapore law or by our Articles of Association, voting at general meetings is by ordinary resolution, requiring an affirmative vote of a simple majority of the votes cast at that meeting. An ordinary resolution suffices, for example, for the appointment of Directors. A special resolution, requiring the affirmative vote of at least 75% of the votes cast at the meeting, is necessary for certain matters under Singapore law, including the voluntary winding up of our company, amendments to our Memorandum and Articles of Association, a change of our corporate name and a reduction in our share capital, share premium account or capital redemption reserve fund. We must give at least 21 days’ notice in writing for every general meeting convened for the purpose of passing a special resolution. Ordinary resolutions generally require at least 14 days’ notice in writing. The notice must be given to every Shareholder who has supplied us with an address in Singapore for the giving of notices and must set forth the place, the day and the hour of the meeting and, in the case of special business, the general nature of that business.

VOTINGRIGHTS

A Shareholder is entitled to attend, speak and vote at any general meeting, in person or by proxy. A proxy need not be a Shareholder. A person who holds Shares through the CDP book-entry clearance system will only be entitled to vote at a general meeting as a Shareholder if his name appears on the depository register maintained by CDP 48 hours before the general meeting.

Except as otherwise provided in our Articles of Association, two or more Shareholders must be present in person or by proxy to constitute a quorum at a general meeting. Under our Articles of Association, on a show of hands, every Shareholder present in person and each proxy shall have one vote and, on a poll, every Shareholder present in person or by proxy shall have one vote for each Share held. A poll may be demanded in certain circumstances, including by the chairman of the meeting or by any Shareholder present in person or by proxy and representing not less than 10% of the total voting rights of all Shareholders having the right to attend and vote at the meeting or by any two Shareholders present in person or by proxy and entitled to vote.

C-2 APPENDIXC—DESCRIPTIONOFORDINARYSHARES

DIVIDENDS

We may, by ordinary resolution, declare dividends at a general meeting, but we may not pay dividends in excess of the amount recommended by our Board of Directors. Any dividend we pay must be paid out of our profits or pursuant to Section 76 of the Companies Act. Our Board of Directors may also declare an interim dividend. All dividends are paid pro rata among the shareholders in proportion to the number of shares held by them. Unless otherwise directed, dividends are paid by cheque or warrant sent through the post to each Shareholder at his registered address. Notwithstanding the foregoing, our payment to the CDP of any dividend payable to a Shareholder whose name is entered in the depository register shall, to the extent of payment made to the CDP, discharge us from any liability to that shareholder in respect of that payment.

BONUSANDRIGHTSISSUE

Our Board of Directors may, with the approval of our Shareholders at a general meeting, capitalise any reserves or profits (including profit or moneys carried and standing to any reserve or to the share premium account) and distribute the same as bonus shares credited as paid-up to our shareholders in proportion to their shareholdings. Our Board of Directors may also issue rights to take up additional Shares to Shareholders in proportion to their shareholdings. Such rights are subject to any conditions attached to such issue and the rules of the SGX-ST.

TAKEOVERS

The Companies Act and the Singapore Code on Takeovers and Mergers regulate the acquisition of ordinary shares of public companies and contain certain provisions that may delay, deter or prevent a future takeover or change in control of our Company.

Any person acquiring an interest, either acting singly or together with other parties acting in concert with him, in 30% or more of our voting shares must extend a takeover offer for the remaining voting shares in accordance with the provisions of the Singapore Code on Takeovers and Mergers.

“Parties acting in concert” include a company and its related and Associated Companies, a company and its directors (including their relatives), a company and its pension funds, a person and any investment company, unit trust or other fund whose investment such person manages on a discretionary basis, and a financial adviser and its client in respect of shares held by the financial adviser and shares in the client held by funds managed by the financial adviser on a discretionary basis.

An offer for consideration other than cash must be accompanied by a cash alternative at not less than the highest price paid by the offeror or parties acting in concert with the offeror within the preceding 12 months.

A mandatory takeover offer is also required to be made if a person holding, either singly or together with parties acting in concert with him, between 30% and 50% of the voting shares acquires additional voting shares representing more than 1% of the voting shares in any six month period.

LIQUIDATION OR OTHER RETURN OF CAPITAL

If our Company is liquidated or in the event of any other return of capital, holders of our Shares will be entitled to participate in any surplus assets in proportion to their shareholdings, subject to any special rights attaching to any other class of shares then existing.

C-3 APPENDIXC—DESCRIPTIONOFORDINARYSHARES

INDEMNITY

As permitted by Singapore law, our Articles of Association provides that, subject to the Companies Act, we will indemnify our Board of Directors and officers against any liability incurred in defending any proceedings, whether civil or criminal, which relate to anything done or omitted to have been done as an officer, director or employee. We may not indemnify directors and officers against any liability which by law would otherwise attach to them in respect of any negligence, default, breach of duty or breach of trust of which they may be guilty in relation to our Company.

LIMITATIONS ON RIGHTS TO HOLD OR VOTE ORDINARY SHARES

Except as described in “Voting Rights” and “Takeovers” above, there are no limitations imposed by Singapore law or by our Articles of Association on the rights of non-resident shareholders to hold or vote our Shares.

Minority Rights

The rights of minority shareholders of Singapore-incorporated companies are protected under Section 216 of the Companies Act, which gives the Singapore courts a general power to make any order, upon application by any shareholder, as they think fit to remedy any of the following situations:

(a) our affairs are being conducted or the powers of our Board of Directors are being exercised in a manner oppressive to, or in disregard of the interests of, one or more of our shareholders; or

(b) we take an action, or threaten to take an action, or our shareholders pass a resolution, or threaten to pass a resolution, which unfairly discriminates against, or is otherwise prejudicial to, one or more of our shareholders, including the applicant.

Singapore courts have wide discretion as to the relief they may grant and the relief are in no way limited to those listed in the Companies Act itself.

Without prejudice to the foregoing, Singapore courts may:

(a) direct or prohibit any act or cancel or vary any transaction or resolution;

(b) regulate our affairs in the future;

(c) authorise civil proceedings to be brought in the name of, or on behalf of, our Company by a person or persons and on such terms as the court may direct;

(d) provide for the purchase of a minority shareholder’s shares by our other shareholders or by our Company and, in the case of a purchase of shares by us, a corresponding reduction of our share capital; or

(e) provide that our Company be wound up.

C-4 APPENDIXD—SUMMARYOFSELECTED ARTICLES OF ASSOCIATION OF OUR COMPANY

1. Directors

(a) Ability of interested directors to vote

A Director shall not vote in respect of any contract or proposed contract or arrangement with the Company in which he has any personal material interest directly or indirectly, and he shall not be counted in the quorum present at the meeting save that where the matter relates to his appointment to any office or place of profit under the Company or the terms of such appointment, he may be counted in the quorum but shall not vote.

(b) Remuneration

The remuneration of a non-executive Director shall be a fixed sum (not being a commission on or percentage of profits or turnover of the Company). Fees payable to the Directors shall not be increased except at a general meeting convened by a notice specifying the intention to propose such increase.

Any Director who holds any executive office, or who serves on any committee of the Directors, or who performs services outside the ordinary duties of a Director may be paid such sum, as the Directors may think fit for expenses and also such remuneration as the Directors shall determine, either in addition to or in substitution for any other remuneration he may be entitled to receive.

The remuneration of a Managing Director (or person holding equivalent position) shall be fixed by the Directors, subject to the provisions of any contract between the Managing Director (or a person holding an equivalent position) and the Company, and may be by way of fixed salary, commission or participation in profits (but not turnover) of the Company or by any or all of these modes. Subject to the provisions of the Statutes, the Directors shall have power to pay and agree to pay pensions or other retirement, superannuation, death or disability benefits to (or to any person in respect of) any Director for the time being holding any executive office and for the purpose of providing any such pensions or other benefits to contribute to any scheme of fund to pay premiums.

The Directors may exercise all the powers of the Company to raise or borrow or secure the payment of any sum or sums of moneys for the purposes of the Company. There are no specific provisions under our Articles of Association for the variation of such powers.

(d) Retirement Age Limit

Subject to the Companies Act, the office of a Director shall be vacated at the conclusion of the Annual General Meeting commencing next after he attains the age of 70 years unless he has been re-appointed pursuant Section 153(6) of the Companies Act.

(e) Shareholding Qualification

There is no shareholding qualification for Directors in the Memorandum and Articles of Association of the Company.

D-1 APPENDIXD—SUMMARYOFSELECTED ARTICLES OF ASSOCIATION OF OUR COMPANY

2. Share rights and restrictions

Our Company has one class of shares, namely, ordinary shares, which have identical rights in all respects and rank equally with one another.

Only persons who are registered in our register of shareholders and in cases in which the person so registered is the CDP, the persons named as the depositors in the depository register maintained by the CDP for the Shares, are recognised as our Shareholders.

(a) Dividends and distribution

We may, by ordinary resolution of our Shareholders, declare dividends at a general meeting, but we may not pay dividends in excess of the amount recommended by our Board of Directors. We must pay all dividends out of our profits.

The profits of the Company shall be divisible among our Shareholders in proportion to the number of shares held by them respectively. Unless otherwise directed, dividends are paid by cheque, dividend warrant or post office order, sent through the post to each Shareholder at his registered address. The payment by us to the CDP of any dividend payable to a Shareholder whose name is entered in the depository register shall, to the extent of payment made to the CDP, discharge us from any liability to that Shareholder in respect of that payment.

The CDP will hold all dividends unclaimed for six years after having been declared and paid before release to the Directors, and the Directors may invest or otherwise make use of the unclaimed dividends for the benefit of the Company. Any dividend unclaimed after a period of six years from the date they are first payable may be forfeited and the relevant Shareholder shall not have any right or claim in respect of such dividends or moneys against the Company.

The Directors may retain any dividends on which the Company has a lien, and may apply the same in or towards satisfaction of the debts, liabilities or engagements in respect of which the lien exists.

(b) Voting rights

Shareholders may exercise their voting rights in person or by proxy. Proxies need not be a Shareholder. A person who holds Shares through the SGX-ST book-entry settlement system will only be entitled to vote at a general meeting as a Shareholder if his name appears on the depository register maintained by the CDP 48 hours before the general meeting.

Except as otherwise provided in our Articles of Association, two or more Shareholders must be present in person or by proxy to constitute a quorum at any general meeting. Under our Articles of Association, on a show of hands, every Shareholder present in person and by proxy shall have one vote, and on a poll, every Shareholder present in person or by proxy shall have one vote for each Share which he holds or represents. A poll may be demanded in certain circumstances, including by the Chairman of the meeting or by any Shareholder present in person or by proxy and representing not less than 10.00% of the total voting rights of all Shareholders having the right to attend and vote at the meeting or 10.00% of the total number of paid-up shares in the Company

D-2 APPENDIXD—SUMMARYOFSELECTED ARTICLES OF ASSOCIATION OF OUR COMPANY

(excluding treasury shares), or by not less than two Shareholders present in person or by proxy and entitled to vote. In the case of a tie vote, whether on a show of hands or poll, the Chairman of the meeting shall be entitled to a casting vote.

3. Change in capital

Changes in the capital structure of the Company (for example, a consolidation, subdivision or conversion of our share capital) require Shareholders to pass an ordinary resolution. Ordinary resolutions generally require at least 14 days’ notice in writing. The notice shall be published in at least one English language daily newspaper circulating in Singapore at least 14 clear days before the meeting. We may reduce our share capital in any manner and with and subject to any requirement, authorisation and consent required by law.

4. Modification of rights of existing shares or classes of shares

Subject to the Companies Act, whenever the share capital of the Company is divided into different classes of shares, the special rights attached to any class may be modified, affected, altered or abrogated either with the consent in writing of the holders of three- quarters of the issued shares of the class or with the sanction of a special resolution passed at a separate general meeting of the holders of the shares of the class. The necessary quorum for such meetings shall be two persons at least present and holding or representing by proxy at least one-third of the issued shares of the class, and that any holder of shares of the class present in person or by proxy, shall on a poll have one vote for every share of the class held by him.

5. Limitations on foreign or non-resident shareholders

There are no limitations imposed by Singapore law or by our Articles of Association on the rights of our Shareholders who are regarded as non-residents of Singapore, to hold or vote their shares.

D-3 This page has been intentionally left blank. APPENDIX E — TAXATION

Singapore Taxation

The following is a discussion of certain tax matters arising under the current tax laws in Singapore and is not intended to be and does not constitute legal or tax advice. While this discussion is considered to be a correct interpretation of existing laws in force as at the Latest Practicable Date, no assurance can be given that courts or fiscal authorities responsible for the administration of such laws will agree with this interpretation or that changes in such laws will not occur.

The discussion is limited to a general description of income tax, stamp duty, estate duty and GST consequences in Singapore with respect to the purchase, holding or disposal of the Shares by Singapore investors, and does not purport to be a comprehensive nor exhaustive description of all of the tax considerations that may be relevant to a decision to purchase, hold and dispose of the Shares. Prospective investors should consult their tax advisers regarding Singapore tax and other tax consequences of purchasing, holding and disposing of the Shares. It is emphasised that neither our Company, our Directors nor any other persons involved in the Invitation accepts responsibility for any tax effects or liabilities resulting from the subscription for, purchase, holding or disposal of the Shares.

Singapore Income Tax

General

(I) Individual Taxpayers

An individual is tax resident in Singapore in a year of assessment (“YA”) if, in the preceding year, he was physically present in Singapore or exercised an employment in Singapore (other than as a Director of a company) for 183 days or more, or if he resides in Singapore except for such temporary absences therefrom as may be reasonable and not inconsistent with a claim by such person to be resident in Singapore.

Individual taxpayers who are Singapore tax residents are subject to Singapore income tax on income accrued in or derived from Singapore, subject to certain exemptions.

All foreign-source income received or deemed received (except for income received through a partnership in Singapore) in Singapore on or after 1 January 2004 by Singapore tax resident individuals is exempt from Singapore income tax if the IRAS is satisfied that the tax exemption would be beneficial to the individual.

For a Singapore tax resident individual, the rate of tax will vary according to his level of chargeable income derived subjecting to a maximum rate of 20%.

Non-resident individuals, are also subject to Singapore income tax on income accrued in or derived from Singapore, subject to certain tax exemptions.

Non-resident individuals receiving Singapore employment income are taxed at a flat rate of 15% or resident rates whichever gives rise to a higher tax. Any other Singapore-sourced income (e.g. directors’ fees, consultancy fee, etc.) is taxed at a flat rate of 20%.

Non-resident individuals are not subject to Singapore income tax on foreign-sourced income received or deemed received in Singapore.

E-1 APPENDIX E — TAXATION

(II) Corporate Taxpayers

A company is tax resident in Singapore if the control and management of its business is exercised in Singapore. Normally, control and management of our company is vested in its board of directors and the place of residence of our company is where its directors meet.

Singapore tax resident corporate taxpayers are subject to Singapore income tax on income accrued in or derived from Singapore and foreign-sourced income received or deemed received in Singapore, subject to certain exemptions. Foreign income in the form of branch profits, dividends and service fee income (the “specified foreign income”) received or deemed received in Singapore by a Singapore tax resident corporate taxpayer are exempted from Singapore tax subject to meeting the qualifying conditions.

A non-Singapore tax resident corporate taxpayer, subject to certain exceptions, is subject to Singapore income tax on income accrued in or derived from Singapore, and on foreign income received or deemed received in Singapore.

The prevailing corporate tax rate starting is 17% of chargeable income, after allowing for full or partial tax exemption (whichever is applicable).

The full tax exemption scheme introduced in the YA 2005 and further enhanced in the YA 2008 is meant for newly incorporated entities. Under this scheme, a tax exemption on the first S$100,000 and a further 50% exemption on the next S$200,000 of the normal chargeable income (excluding Singapore franked dividends) are available to Singapore tax resident start-up companies for each of the first three consecutive YAs upon incorporation, subject to certain conditions.

Companies which do not qualify for the above full tax exemption scheme are eligible for partial tax exemption on their normal chargeable income (excluding Singapore franked dividends). The first S$300,000 of chargeable income is exempt from tax as follows:

(a) 75% of up to the first S$10,000 of chargeable income; and

(b) 50% of up to the next S$290,000 of chargeable income.

The remaining chargeable income (after deducting the applicable tax exemption of the first S$300,000 of chargeable income) will be taxed at the prevailing corporate tax rate, currently 17%.

(III) Dividend Distributions

With effect from 1 January 2008, Singapore has fully adopted the one-tier corporate tax system under which the tax collected from corporate profits is final and dividends paid by a Singapore tax resident company are exempt from Singapore tax in the hands of the shareholders, regardless of the tax residence status or the legal form of the shareholders (referred hereinafter as 1-tier tax exempt dividends).

Singapore does not impose withholding tax on dividends paid to non-resident shareholders.

(IV) Gains on Disposal of the Shares

Singapore does not impose tax on capital gains. There are no specific laws or regulations which deal with the characterisation of capital gains. In general, gains or profits derived from the disposal of shares acquired for long-term investment purposes are considered as capital gains and not subject to Singapore tax.

E-2 APPENDIX E — TAXATION

On the other hand, where such gains or profits arise from activities which the Comptroller of Income Tax regards as the carrying on of a trade or business of dealing in shares in Singapore, gains or profits will ordinarily be taxed as income.

Based on the IRAS e-Tax Guide on “Income Tax: Certainty of Non-taxation of Companies’ Gains on Disposal of Equity Investments” dated 30 May 2012, the gains derived from the disposal of ordinary shares in an investee company during the period 1 June 2012 to 31 May 2017 (both dates inclusive) are not taxable if immediately prior to the date of the share disposal, the divesting company had held at least 20% of the ordinary shares in the investee company for a continuous period of at least 24 months. This rule does not apply to a divesting company whose gains or profits from the disposal of shares are included as part of its income based on the provisions of section 26 of the Income Tax Act, Chapter 134 of Singapore; or disposal of shares in an unlisted investee company that is in the business of trading or holding Singapore immovable properties (other than the business of property development). A new section will be added to the Income Tax Act, Chapter 134 of Singapore via the Income Tax (Amendment) Act 2012 to provide for this rule.

In addition, Shareholders who adopt the tax treatment to be aligned with the Singapore Financial Reporting Standard 39 Financial Instruments – Recognition and Measurement (“FRS 39”) may be taxed on gains or losses (not being gains or losses in the nature of capital) even though no sale or disposal of our Shares is made. Shareholders who may be subject to such tax treatment should consult their own accounting and tax advisers regarding the Singapore income tax consequences of their acquisition, holding and disposal of our Shares.

Stamp Duty

There is no stamp duty payable on the subscription of the Shares.

Stamp duty is payable on the instrument of transfer of the Shares at the rate of $0.20 for every $100.00 or any part thereof, computed on the consideration or market value of the Shares, whichever is higher.

The purchaser is liable for stamp duty unless there is an agreement to the contrary. No stamp duty is payable if no instrument of transfer is executed or the instrument of transfer is executed outside Singapore. If the instrument of transfer is executed outside Singapore, stamp duty is payable if it is received in Singapore.

The above stamp duty is not applicable to scripless transfer of the Shares through the CDP system.

Estate Duty

No estate duty will be levied on deaths occurring on or after 15 February 2008.

GST

GST is a tax on domestic consumption of goods and services and on the importation of goods into Singapore. The standard rate of GST is currently 7.0%.

Sale of shares by a GST-registered investor through an SGX-ST member or to another person belonging in Singapore is an exempt supply for GST purposes. Any GST which is incurred by a GST-registered investor in making such supplies may not be set-off against his liability to account for GST or recovered from the Comptroller of GST unless certain requirements of the GSTAct are satisfied.

E-3 APPENDIX E — TAXATION

Where the shares are sold by a GST-registered investor to a person belonging outside Singapore or through an overseas exchange, and that person is outside Singapore when the sale is executed, the sales would generally be a taxable supply subject to GST at zero-rate. Any GST incurred by a GST-registered investor in the making of this supply in the course or furtherance of a business, subject to the provisions of the GSTAct, may be set-off against his liability to account for GST or may be recovered from the Comptroller of GST.

Services consisting of arranging, broking, underwriting or advising on the issue, allotment or transfer of ownership of shares rendered by a GST-registered person to an investor belonging in Singapore in connection with the investor’s purchase, sale, holding of shares will be subject to GST at the prevailing rate of 7%. Similar services supplied contractually to and for the direct benefit of a person belonging outside Singapore for GST purposes are subject to GST at zero-rate, provided that the investor is outside Singapore when the services are performed and the services provided do not benefit any Singapore persons.

E-4 APPENDIXF—TERMS,CONDITIONSANDPROCEDURES FOR APPLICATION AND ACCEPTANCE

You are invited to apply and subscribe for and/or purchase the Placement Shares at the Issue Price, subject to the following terms and conditions:

1. YOUR APPLICATION MUST BE MADE IN LOTS OF 1,000 PLACEMENT SHARESAND INTEGRAL MULTIPLES THEREOF. YOUR APPLICATION FOR ANY OTHER NUMBEROF SHARESWILLBEREJECTED.

2. Your application for Placement Shares may only be made by way of Placement Shares Application Forms.

YOUMAYNOTUSECPFFUNDSTOAPPLYFORTHEPLACEMENTSHARES.

3. You are allowed to submit only one application in your own name for the Placement Shares. If you, being other than an approved nominee company, have submitted an application for Placement Shares in your own name, you should not submit any other application for Placement Shares for any other person. Such separate applications shall be deemed to be multiple applications and will be liable to be rejected at the discretion of our Company, the Vendors or the Manager, the Sponsor and the Placement Agent.

Joint and multiple applications shall be rejected. If you submit or procure submissions of multiple share applications for the Placement Shares, you may be deemed to have committed an offence under the Penal Code (Chapter 224) of Singapore and the Securities and Futures Act, and your applications may be referred to the relevant authorities for investigation. Multiple applications or those appearing to be or suspected of being multiple applications may be rejected at the discretion of our Company, the Vendors or the Manager, the Sponsor and the Placement Agent.

4. We will not accept applications from any person under the age of 18 years, undischarged bankrupts, sole proprietorships, partnerships, or non-corporate bodies, joint Securities Account holders of CDP and from applicants whose addresses (as furnished in their Application Forms) bear post office box numbers. No person acting or purporting to act on behalf of a deceased person is allowed to apply under the Securities Account with CDP in the deceased’s name at the time of application.

5. We will not recognise the existence of a trust. Any application by a trustee or trustees must be made in his/her/their own name(s) and without qualification or, where the application is made by way of an Application Form by a nominee, in the name(s) of an approved nominee company or companies after complying with paragraph 6 below.

6. WEWILLNOTACCEPTAPPLICATIONSFROMNOMINEESEXCEPTTHOSEMADEBY APPROVED NOMINEE COMPANIES ONLY. Approved nominee companies are defined as banks, merchant banks, finance companies, insurance companies, licensed securities dealers in Singapore and nominee companies controlled by them. Applications made by nominees other than approved nominee companies shall be rejected.

7. IF YOU ARE NOT AN APPROVED NOMINEE COMPANY, YOU MUST MAINTAIN A SECURITIESACCOUNTWITHCDPINYOUROWNNAMEATTHETIMEOFYOUR APPLICATION. If you do not have an existing SecuritiesAccount with CDP in your own name at the time of your application, your application will be rejected. If you have an existing Securities Account with CDP but fail to provide your Securities Account number or provide an

F-1 APPENDIXF—TERMS,CONDITIONSANDPROCEDURES FOR APPLICATION AND ACCEPTANCE

incorrect Securities Account number in Section B of the Application Form, your application is liable to be rejected. Subject to paragraph 8 below, your application shall be rejected if your particulars such as name, NRIC/passport number, nationality, permanent residence status and CDP Securities Account number provided in your Application Form differ from those particulars in your Securities Account as maintained with CDP. If you possess more than one individual direct Securities Account with CDP, your application shall be rejected.

8. If your address as stated in the Application Form is different from the address registered with CDP, you must inform CDP of your updated address promptly, failing which the notification letter on successful allotment and other correspondence from CDP will be sent to your address last registered with CDP.

9. Our Company, the Vendors, the Manager, the Sponsor and the Placement Agent reserve the right to reject any application which does not conform strictly to the instructions set out in the Application Forms and in this Offer Document or with the terms and conditions of this Offer Document or, which is illegible, incomplete, incorrectly completed or which is accompanied by an improperly drawn remittance or improper form of remittance or remittances which are not honoured upon the first presentation.

10. Our Company, the Vendors, the Manager, the Sponsor and the Placement Agent further reserve the right to treat as valid any applications not completed or submitted or effected in all respects in accordance with the instructions set out in the Application Forms or the terms and conditions of this Offer Document, and also to present for payment or other processes all remittances at any time after receipt and to have full access to all information relating to, or deriving from, such remittances or the processing thereof.

11. Our Company, the Vendors, the Manager, the Sponsor and the Placement Agent reserve the right to reject or to accept, in whole or in part, any application, without assigning any reason therefor, and no enquiry and/or correspondence on the decision of our Company will be entertained. In deciding the basis of allotment and/or allocation which shall be at the discretion of our Company and the Vendors, due consideration will be given to the desirability of allotting and/or allocating the Placement Shares to a reasonable number of applicants with a view of establishing an adequate market for our Shares.

12. Share certificates will be registered in the name of CDP and will be forwarded only to CDP. It is expected that CDP will send to you, at your own risk, within 15 Market Days after the close of the Application List, a statement of account stating that your Securities Account has been credited with the number of Placement Shares allotted to you, if your application is successful. This will be the only acknowledgement of application monies received and is not an acknowledgement by our Company and the Vendors. You irrevocably authorise CDP to complete and sign on your behalf, as transferee or renouncee, any instrument of transfer and/or other documents required for the issue or transfer of the Placement Shares allotted and/or allocated to you.

You hereby consent to the disclosure of your name, NRIC/Passport number, address, nationality, permanent residency status, CDP Securities Account number, CPF Investment Account number (if applicable) and Shares application amount to the Share Registrar, SGX-ST, CDP, CPF, our Company, the Vendors and the Manager, the Sponsor and the Placement Agent.

F-2 APPENDIXF—TERMS,CONDITIONSANDPROCEDURES FOR APPLICATION AND ACCEPTANCE

13. In the event that we lodge a supplementary or replacement Offer Document (“Relevant Document”) pursuant to the Securities and Futures Act or any applicable legislation in force from time to time prior to the close of the Placement, and the Placement Shares have not been issued and/or transferred, we (and on behalf of the Vendors) will (as required by law), and subject to the Securities and Futures Act, at our sole and absolute discretion either:

(a) within seven days of the lodgement of the Relevant Document give you a copy of the Relevant Document and provide you with an option to withdraw; or

(b) deem your application as withdrawn and cancelled and refund your application monies (without interest or any share of revenue or other benefit arising therefrom) to you within seven days from the lodgement of the Relevant Document.

Where you have notified us within 14 days from the date of lodgement of the Relevant Document of your wish to exercise your option under paragraph 13(i) above to withdraw your application, we (and on behalf of the Vendors) shall pay to you all monies paid by you on account of your application for the Placement Shares without interest or any share or revenue or other benefit arising therefrom and at your own risk, within seven days from the receipt of such notification.

In the event that at any time at the time of the lodgement of the Relevant Document, the Placement Shares have already been issued and/or transferred but trading has not commenced, we (and on behalf of the Vendors) will (as required by law), and subject to the Securities and Futures Act, either:

(a) within seven days from the lodgement of the Relevant Document give you a copy of the Relevant Document and provide you with an option to return the Placement Shares; or

(b) deem the issue and/or transfer as void and refund your payment for the Placement Shares (without interest or any share of revenue or other benefit arising therefrom) within seven days from the lodgement of the Relevant Document.

Any applicant who wishes to exercise his option under paragraph 13(iii) above to return the Placement Shares issued and/or transferred to him shall, within 14 days from the date of lodgement of the Relevant Document, notify us of this and return all documents, if any, purporting to be evidence of title of those Placement Shares, whereupon we (and on behalf of the Vendors) shall, subject to the Securities and Futures Act, within seven days from the receipt of such notification and documents, pay to him all monies paid by him for the Placement Shares without interest or any share of revenue or other benefit arising therefrom and at his own risk, and the Placement Shares issued and/or transferred to him shall be void.

Additional terms and instructions applicable upon the lodgement of the supplementary or replacement Offer Document, including instructions on how you can exercise the option to withdraw, may be found in such supplementary or replacement offer document.

14. You irrevocably authorise CDP to disclose the outcome of your application, including the number of Placement Shares allotted and/or allocated to you pursuant to your application, to us, the Vendors, the Manager, the Sponsor and the Placement Agent and, any other parties so authorised by the foregoing persons.

15. Any reference to “you” or the “applicant” in this section shall include an individual, a corporation, an approved nominee and trustee applying for the Placement Shares through the Placement Agent or its designated sub-placement agent(s).

F-3 APPENDIXF—TERMS,CONDITIONSANDPROCEDURES FOR APPLICATION AND ACCEPTANCE

16. By completing and delivering an Application Form in accordance with the provisions of this Offer Document, you:

(a) irrevocably offer, agree and undertake to subscribe for and/or purchase the number of Placement Shares specified in your application (or such smaller number for which the application is accepted) at the Issue Price and agree that you will accept such Placement Shares as may be allotted and/or allocated to you, in each case, subject to the conditions set out in this Offer Document and the Memorandum and Articles of Association of our Company;

(b) agree that the aggregate Issue Price for the Placement Shares applied for is due and payable to our Company and the Vendors upon application;

(c) warrant the truth and accuracy of the information contained, and representations and declarations made, in your application, and acknowledge and agree that such information, representations and declarations will be relied on by our Company and the Vendors in determining whether to accept your application and/or whether to allot and/or allocate any Placement Shares to you; and

(d) agree and warrant that, if the laws of any jurisdictions outside Singapore are applicable to your application, you have complied with all such laws and none of our Company, the Vendors, the Manager, the Sponsor and the Placement Agent will infringe any such laws as a result of the acceptance of your application.

17. Our acceptance of applications will be conditional upon, inter alia, our Company and the Vendors being satisfied that:

(a) permission has been granted by the SGX-ST to deal in and for quotation of all our existing Shares (including the Vendor Shares) and the New Shares on the Catalist;

(b) the Management Agreement and the Placement Agreement referred to in the section “Plan of Distribution” of this Offer Document have become unconditional and have not been terminated; and

(c) the Authority has not served a stop order which directs that no or no further shares to which this Offer Document relates be allotted and/or allocated.

18. In the event that a stop order in respect of the Placement Shares is served by the Authority or other competent authority, and

(a) in the case the Placement Shares have not been issued, and/or transferred, we will (as required by law), and subject to the Securities and Futures Act, deem all applications withdrawn and cancelled and we shall refund the application monies (without interest or any share of revenue or other benefit arising therefrom) to you within 14 days of the date of the stop order; or

(b) in the case the Placement Shares have already been issued and/or transferred but trading has not commenced, the issue of the Placement Shares will (as required by law) be deemed void and:

(i) if documents purporting to evidence title had been issued to you, our Company shall inform you to return such documents to us within 14 days from that date; and

F-4 APPENDIXF—TERMS,CONDITIONSANDPROCEDURES FOR APPLICATION AND ACCEPTANCE

(ii) we (and on behalf of the Vendors) will refund the application monies (without interest or any share of revenue or other benefit arising therefrom) to you within 14 days from the date of receipt of those documents (if applicable) or the date of the stop order, whichever is later.

This shall not apply where only an interim stop order has been served.

19. In the event that an interim stop order in respect of the Placement Shares is served by the Authority or other competent authority, no Placement Shares shall be issued to you until the Authority revokes the interim stop order.

20. TheAuthority or the SGX-ST, acting as agent of theAuthority, is not able to serve a stop order in respect of the Placement Shares if the Placement Shares have been issued and listed on a securities exchange and trading in them has commenced.

21. In the event of any changes in the closure of the Application List or the time period during which the Placement is open, we will publicly announce the same through a SGXNET announcement to be posted on the internet at the SGX-ST website http://www.sgx.com and through a paid advertisement in a generally circulating daily press.

22. We will not hold any application in reserve.

23. We will not allot and/or allocate shares on the basis of this Offer Document later than six months after the date of registration of this Offer Document by the SGX-ST, acting as agent of the Authority.

24. Additional terms and conditions for applications by way of Application Forms are set out on pages F-6 to F-9 of this Offer Document.

F-5 APPENDIXF—TERMS,CONDITIONSANDPROCEDURES FOR APPLICATION AND ACCEPTANCE

ADDITIONALTERMSANDCONDITIONSFORAPPLICATIONSUSINGAPPLICATION FORMS

Applications by way of an Application Form shall be made on, and subject to, the terms and conditions of this Offer Document including but not limited to the terms and conditions appearing below as well as those set out in the section entitled “Terms, Conditions and Procedures for Application and Acceptance” of this Offer Document as well as the Memorandum and Articles of Association of our Company.

1. Your application for the Placement Shares must be made using the BLUE Placement Shares Application Forms for Placement Shares accompanying and forming part of this Offer Document. ONLY ONE APPLICATION should be enclosed in each envelope.

We draw your attention to the detailed instructions contained in the respective Application Forms and this Offer Document for the completion of the Application Forms which must be carefully followed. Our Company, the Vendors or the Manager, the Sponsor and the Placement Agent reserve the right to reject applications which do not conform strictly to the instructions set out in the Application Forms and this Offer Document or to the terms and conditions of this Offer Document or which are illegible, incomplete, incorrectly completed or which are accompanied by improperly drawn remittances or improper form of remittances.

2. Your Application Forms must be completed in English. Please type or write clearly in ink using BLOCKLETTERS.

3. All spaces in the Application Forms, except those under the heading “FOROFFICIALUSE ONLY”, must be completed and the words “NOTAPPLICABLE” or “N.A.” should be written in any space that is not applicable.

4. Individuals, corporations, approved nominee companies and trustees must give their names in full. If you are an individual, you must make your application using your full names as they appear in your identity cards (if you have such identification document) or in your passports and, in the case of corporation, in your full name as registered with a competent authority. If you are not an individual, you must complete the Application Form under the hand of an official who must state the name and capacity in which he signs the Application Form. If you are a corporation completing the Application Form, you are required to affix your Common Seal (if any) in accordance with your Memorandum and Articles of Association or equivalent constitutive documents of the corporation. If you are a corporate applicant and your application is successful, a copy of your Memorandum and Articles of Association or equivalent constitutive documents must be lodged with our Company’s Share Registrar and Share Transfer Office. Our Company and the Vendors reserves the right to require you to produce documentary proof of identification for verification purposes.

5. (a) You must complete Sections A and B and sign on page 1 of the Application Form.

(b) You are required to delete either paragraph 7(a) or 7(b) on page 1 of the Application Form. Where paragraph 7(a) is deleted, you must also complete Section C of the Application Form with particulars of the beneficial owner(s).

(c) If you fail to make the required declaration in paragraph 7(a) or 7(b), as the case may be, on page 1 of the Application Form, your application is liable to be rejected.

F-6 APPENDIXF—TERMS,CONDITIONSANDPROCEDURES FOR APPLICATION AND ACCEPTANCE

6. You (whether you are an individual or corporate applicant, whether incorporated or unincorporated and wherever incorporated or constituted) will be required to declare whether you are a citizen or permanent resident of Singapore or a corporation in which citizens or permanent residents of Singapore or any body corporate constituted under any statute of Singapore having an interest in the aggregate of more than 50.00%. of the issued share capital of or interests in such corporations. If you are an approved nominee company, you are required to declare whether the beneficial owner of the Placement Shares is a citizen or permanent resident of Singapore or a corporation, whether incorporated or unincorporated and wherever incorporated or constituted, in which citizens or permanent residents of Singapore or any body corporate whether incorporated or unincorporated and wherever incorporated or constituted under any statute of Singapore have an interest in the aggregate of more than 50.00% of the issued share capital of or interests in such corporation.

7. The completed and signed BLUE Placement Shares Application Form and the correct remittance in full in respect of the number of Placement Shares applied for (in accordance with the terms and conditions of this Offer Document) with your name and address written clearly on the reverse side, must be enclosed and sealed in an envelope to be provided by you. You must affix adequate postage (if despatching by ordinary post) and thereafter the sealed envelope must be DESPATCHED BY ORDINARY POST OR DELIVERED BY HAND at your own risk to Logistics Holdings Limited, c/o PrimePartners Corporate Finance Pte. Ltd., 20 Cecil Street #21-02, Equity Plaza, Singapore 049705 to arrive by 12.00 noon on 16 January 2013 or such other time as our Company and the Vendors may decide, in consultation with the Manager, the Sponsor and the Placement Agent. Local urgent mail or registered post must NOT be used. Your application must be accompanied by a remittance in Singapore currency for the full amount payable, in respect of the number of Placement Shares applied for, in the form of a BANKER’SDRAFT or CASHIER’SORDER drawn on a bank in Singapore, made out in favour of “LOGISTICSHOLDINGSSHARE ISSUEACCOUNT” crossed “A/C PAYEE ONLY”, with your name, CDP Securities Account Number and address written clearly on the reverse side. APPLICATIONS NOT ACCOMPANIED BY ANY PAYMENT OR ACCOMPANIED BY ANY OTHER FORM OF PAYMENT WILL NOT BE ACCEPTED. We will reject remittances bearing “NOT TRANSFERABLE” or “NONTRANSFERABLE” crossings. No acknowledgement or receipt will be issued by us, the Vendors or the Manager and Sponsor or the Placement Agent for applications and application monies received.

8. Where your application is rejected or accepted in part only, the full amount or the balance of the application monies, as the case may be, will be refunded (without interest or any share of revenue or other benefit arising therefrom) to you by ordinary post at your own risk within 14 Market Days after the close of the Application List, provided that the remittance accompanying such application which has been presented for payment or other processes has been honoured and application monies have been received in the designated share issue account. In the event that the Placement is cancelled by us following the termination of the Management Agreement and/or the Placement Agreement or the Placement does not proceed for any reason, the application monies received will be refunded (without interest or any share of revenue or any other benefit arising therefrom) to you by ordinary post at your own risk within five Market Days of the termination of the Placement. In the event that the Placement is cancelled by us following the issuance of a stop order by the Authority, the application monies received will be refunded (without interest or any share of revenue or other benefit arising therefrom) to you by ordinary post at your own risk within 14 Market Days from the date of the stop order.

F-7 APPENDIXF—TERMS,CONDITIONSANDPROCEDURES FOR APPLICATION AND ACCEPTANCE

9. Capitalised terms used in the Application Forms and defined in this Offer Document shall bear the meanings assigned to them in this Offer Document.

10. You irrevocably agree and acknowledge that your application is subject to risks of fires, acts of God and other events beyond the control of our Company, our Directors, the Manager, the Sponsor, the Placement Agent and/or any party involved in the Placement, and in any such event, our Company, the Manager, the Sponsor and/or the Placement Agent does not receive your Application Form, you shall have no claim whatsoever against our Company, the Manager, the Sponsor and the Placement Agent and/or any other party involved in the Placement for the Placement Shares applied for or for any compensation, loss or damage.

11. By completing and delivering the Application Form, you agree that:

(a) in consideration of our Company and the Vendors having distributed the Application Form to you and agreeing to close the Application List at 12.00 noon on 16 January 2013 or such other time or date as our Directors and the Vendors may, in consultation with the Manager, the Sponsor and the Placement Agent, decide and by completing and delivering the Application Form, you agree that:

(i) your application is irrevocable; and

(ii) your remittance will be honoured on first presentation and that any application monies returnable may be held pending clearance of your payment without interest or any share of revenue or other benefit arising therefrom;

(b) neither our Company, the Manager, the Sponsor and the Placement Agent nor any other party involved in the Placement shall be liable for any delays, failures or inaccuracies in the recording, storage or in the transmission or delivery of data relating to your application to us or CDP due to breakdown or failure of transmission, delivery or communication facilities or any risks referred to in paragraph 10 above or to any course beyond their respective controls;

(c) all applications, acceptances and contracts resulting therefrom under the Placement shall be governed by and construed in accordance with the laws of Singapore and that you irrevocably submit to the non-exclusive jurisdiction of the Singapore courts;

(d) in respect of the Placement Shares for which your application has been received and not rejected, acceptance of your application shall be constituted by written notification and not otherwise, notwithstanding any remittance being presented for payment by or on behalf of our Company;

(e) you will not be entitled to exercise any remedy of rescission for misrepresentation at any time after acceptance of your application;

(f) in making your application, reliance is placed solely on the information contained in this Offer Document and that none of our Company, the Vendors, the Manager, Sponsor and the Placement Agent or any other person involved in the Placement shall have any liability for any information not so contained;

F-8 APPENDIXF—TERMS,CONDITIONSANDPROCEDURES FOR APPLICATION AND ACCEPTANCE

(g) you consent to the disclosure of your name, NRIC/passport number, address, nationality, permanent resident status, CDP Securities Account number, and share application amount to our Share Registrar, CDP, SGX-ST, our Company, the Vendors, the Manager, the Sponsor and the Placement Agent or other authorised operators; and

(h) you irrevocably agree and undertake to subscribe for and/or purchase the number of Placement Shares applied for as stated in the Application Form or any smaller number of such Placement Shares that may be allotted and/or allocated to you in respect of your application. In the event that our Company decides to allot and/or allocate any smaller number of Placement Shares or not to allot and/or allocate any Placement Shares to you, you agree to accept such decision as final.

F-9 This page has been intentionally left blank. BALANCE SHEET HIGHLIGHTS (S$’000) 30 June 2012

Cash & cash equivalents 14,649

Equity 8,822

OUR KEY COMPLETED PROJECTS

CONTRACT VALUE DESCRIPTION OF WORKS CLIENT (S$’M) Home Improvement Programme, Lift Upgrading HDB 45.0 Program and building projects

Alteration and addition (“A&A”) works SUTD 20.9

A&A works DSTA 16.0

Construction of workshop and building PSA 14.4

Building, turﬁ ng and planting works to schools MOE 13.2

ORDER BOOKS OUR KEY ONGOING PROJECTS

CONTRACT COMMENCEMENT PROJECTED DESCRIPTION OF WORKS CLIENT AMOUNTED VALUE (S$’M) DATE COMPLETION DATE

A&A works, design and build TO S$232.9 HDB 87.5 Various Various of upgrading projects

Neighbourhood Renewal East Coast MILLION AS AT 20.7 Aug 2011 Jan 2013 Programme Town Council

6 DECEMBER 2012 Maintenance and A&A works MHA 66.8 Jan 2012 Jan 2018

A&A works for a new 3-storey Temasek 21.2 Feb 2012 Jun 2013 building Polytechnic

Building, turﬁ ng and planting MOE 62.7 Sep 2010 Aug 2016 works for schools

LOGISTICS HOLDINGS LIMITED CORPORATE PROFILE COMPANY MERITS

• Established and proven track