CORPORATE PROFILE Kori Holdings Limited, through its wholly-owned subsidiaries, Kori Construction (S) Pte. Ltd., Ming Shin KORI HOLDINGS LIMITED KORI HOLDINGS LIMITED Construction (S) Pte. Ltd. and Kori Construction (M) Sdn. (Company Registration No.: 201212407R) Bhd., (collectively, the “Group”) is principally engaged in (Incorporated in the Republic of Singapore on 18 May 2012) providing civil/structural engineering and infrastructural construction services as a sub-contractor for commercial, industrial and public infrastructural construction projects. Its customers include local and overseas developers in the engineering construction industry. The Group’s businesses can be categorised into two main segments, namely, structural steelworks services and tunnelling services. COMPETITIVE STRENGTHS ESTABLISHED TRACK RECORD • Strict quality control procedures at each stage of the • Over 30 years of experience in the areas of structural steel fabrication and erection process all the way to fi nal delivery and civil/structural engineering • Good reputation in the industry as a competent Building EXPERIENCED AND DEDICATED MANAGEMENT TEAM and Construction Authority (“BCA”) licensed and registered • Chairman and Executive Director, Mr. Kori Nobuaki, and Chief builder Executive Offi cer and Managing Director, Mr. Hooi Yu Koh, • Has won numerous infrastructural construction projects both have more than 40 and 17 years of experience, respectively, locally and overseas in structural steel and civil/structural engineering industries • Established a reputation for prompt delivery and reliable both locally and in countries such as Malaysia and Dubai design of quality steel components • Dedicated management team supported by strong project • Good working relationships with customers, offering solutions managers, senior engineers and fi nance and administrative BUILDING FOUNDATION, ENSURING SUCCESS tailored to their needs and demands managers with substantial experience KORI HOLDINGS LIMITED Placement of 28,200,000 Placement Shares comprising 25,600,000 New Shares and STRONG TECHNICAL EXPERTISE STRONG BUSINESS RELATIONSHIPS WITH (Company Registration No.: 201212407R) 2,600,000 Vendor Shares at S$0.25 for each Placement Share, payable in full on application • Possesses effi cient and sophisticated design and construction CUSTOMERS AND SUPPLIERS (Incorporated in the Republic of Singapore on 18 May 2012) techniques, such as the Kori Large Panelling Traffi c Decking • Established good business relationships through strong System and tunnel boring operation techniques and expertise cooperation with main contractors, customers and suppliers OFFER DOCUMENT DATED 4 DECEMBER 2012 Neither the Authority nor the SGX-ST has examined or approved the contents of this (Registered by the Singapore Exchange Securities Trading Limited (the “SGX-ST”), Offer Document. Neither the Authority nor the SGX-ST assumes any responsibility for • Skilled and experienced designers and engineers who are able • Completion of projects on time with minimal rectifi cation the contents of this Offer Document, including the correctness of any of the statements acting as agent on behalf of the Monetary Authority of Singapore (the “Authority”) on to handle technically demanding designs and specifi cations works enables the Group to secure new projects from the 4 December 2012) 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 Sponsor to confi rm that • Continually import sophisticated engineering know-how main contractors and customers which it has worked with This document is important. If you are in any doubt as to the action you the Company is suitable to be listed and complies with the Rules of Catalist (as defi ned should take, you should consult your legal, fi nancial, tax or other professional herein). Neither the Authority nor the SGX-ST has in any way considered the merits of over the years adviser(s). the Shares or units of Shares being offered for investment. STRINGENT QUALITY CONTROL PROCESS • Main contractors and customers include Shanghai THIS OFFER IS MADE IN OR ACCOMPANIED BY AN OFFER DOCUMENT We have not lodged this Offer Document in any other jurisdiction. (THE “OFFER DOCUMENT”) THAT HAS BEEN REGISTERED BY THE SGX-ST, • Strong emphasis on delivering high quality work on its Tunnel Engineering Co., Ltd., Sembawang Engineers and ACTING AS AGENT ON BEHALF OF THE AUTHORITY ON 4 DECEMBER 2012. INVESTING IN OUR SHARES INVOLVES RISKS WHICH ARE DESCRIBED IN THE THE REGISTRATION OF THIS OFFER DOCUMENT BY THE SGX-ST, ACTING SECTION “RISK FACTORS” OF THIS OFFER DOCUMENT. IN PARTICULAR, YOU projects Constructors Pte. Ltd., SK E&C (Singapore Branch), Penta AS AGENT ON BEHALF OF THE AUTHORITY DOES NOT IMPLY THAT THE SHOULD NOTE THAT OUR GROUP HAS MADE VOLUNTARY DISCLOSURES • Well-trained quality control team for inspection of structural Ocean Construction Co. Ltd. and Taisei Corporation SECURITIES AND FUTURES ACT (CHAPTER 289) OF SINGAPORE, OR ANY TO IRAS REGARDING ITS PAST INCOME TAX FILINGS FOR FY2009 AND OTHER LEGAL OR REGULATORY REQUIREMENTS, OR REQUIREMENTS FY2010. AS AT THE DATE OF THIS OFFER DOCUMENT, OUR GROUP IS steelworks and tunnelling works UNDER THE SGX-ST’S LISTING RULES, HAVE BEEN COMPLIED WITH. SEEKING CLARIFICATION FROM IRAS REGARDING THE AFOREMENTIONED PrimePartners Corporate Finance Pte. Ltd. (“PPCF” or the “Sponsor”) has made an ISSUE. AS A RESULT OF THESE VOLUNTARY DISCLOSURES, OUR GROUP application to the SGX-ST for permission to deal in, and for quotation of, all the ordinary MAY BE SUBJECT TO PENALTIES IMPOSED BY IRAS. PLEASE REFER TO shares (the “Shares”) in the capital of Kori Holdings Limited (the “Company”) already THE RISK FACTOR “WE MAY BE SUBJECT TO PENALTIES IMPOSED BY issued including the Shares offered by the Vendor (as defi ned herein) (the “Vendor IRAS” DESCRIBED IN THIS OFFER DOCUMENT FOR GREATER DETAILS IN Shares”), the New Shares (as defi ned herein) (the New Shares together with the Vendor RESPECT OF THESE VOLUNTARY DISCLOSURES. Shares, collectively known as the “Placement Shares” which are the subject of this After the expiration of six months from the date of registration of this Offer Placement (as defi ned herein)) and the new Shares which may be issued pursuant to the Document, no person shall make an offer of securities, or allot, issue or sell Kori Performance Share Plan (the “Award Shares”) or upon the exercise of the options any securities, on the basis of this Offer Document; and no offi cer or equivalent to be granted under the Kori Employee Share Option Scheme (the “Option Shares”) person or promoter of our Company will authorise or permit the offer of any on Catalist (as defi ned herein). Acceptance of applications will be conditional upon, inter securities or the allotment, issue or sale of any securities, on the basis of this alia, issue of the New Shares, permission being granted by the SGX-ST for the listing Offer Document. and quotation of all our existing issued Shares (including the Vendor Shares), the New Shares, the Award Shares and the Option Shares on Catalist. Monies paid in respect of Manager, Sponsor and Placement Agent any application accepted will be returned if the admission and listing do not proceed. The dealing in and quotation of the Shares will be in Singapore dollars. Companies listed on Catalist may carry 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 Catalist without a track record of profi tability and there is no assurance that there will be a liquid market in the Shares traded on Catalist. You should be aware of the risks of investing in such companies and should make the PrimePartners Corporate Finance Pte. Ltd. decision to invest only after careful consideration and, if appropriate, consultation with (Company Registration No.: 200207389D) your professional adviser(s). (Incorporated in the Republic of Singapore) CORPORATE PROFILE Kori Holdings Limited, through its wholly-owned subsidiaries, Kori Construction (S) Pte. Ltd., Ming Shin KORI HOLDINGS LIMITED KORI HOLDINGS LIMITED Construction (S) Pte. Ltd. and Kori Construction (M) Sdn. (Company Registration No.: 201212407R) Bhd., (collectively, the “Group”) is principally engaged in (Incorporated in the Republic of Singapore on 18 May 2012) providing civil/structural engineering and infrastructural construction services as a sub-contractor for commercial, industrial and public infrastructural construction projects. Its customers include local and overseas developers in the engineering construction industry. The Group’s businesses can be categorised into two main segments, namely, structural steelworks services and tunnelling services. COMPETITIVE STRENGTHS ESTABLISHED TRACK RECORD • Strict quality control procedures at each stage of the • Over 30 years of experience in the areas of structural steel fabrication and erection process all the way to fi nal delivery and civil/structural engineering • Good reputation in the industry as a competent Building EXPERIENCED AND DEDICATED MANAGEMENT TEAM and Construction Authority (“BCA”) licensed and registered • Chairman and Executive Director, Mr. Kori Nobuaki, and Chief builder Executive Offi cer and Managing Director, Mr. Hooi Yu Koh, • Has won numerous infrastructural construction projects both have more than 40 and 17 years of experience, respectively, locally and overseas in structural steel and civil/structural engineering