ipo.pdf - Cogent Holdings Pte Ltd |

Driving effi ciency through integrated logistics

COGENTHOLDINGSLIMITED(Registration Number: 200710813D)(Incorporated in the Republic of Singapore on 18 June 2007)

Invitation in respect of 92,000,000 Invitation Shares comprising 46,000,000 New Shares and 46,000,000 Vendor Shares as follows:

(1) 2,000,000 Offer Shares at the Invitation Price (as defi ned herein) of S$0.22 for each Offer Share by way of public offer; and

(2) 90,000,000 Placement Shares at the Invitation Price (as defi ned herein) of S$0.22 for each Placement Share by way of Placement Shares Application Forms (or such other forms of application as the Issue Manager may, in consultation with the Company, deem appropriate),

payable in full on application.

PROSPECTUS DATED 9 FEBRUARY 2010(Registered by the Monetary Authority of Singapore on 9 February 2010.

This document is important. If you are in any doubt as to the action you should take, you should consult your legal, fi nancial, tax or other professional adviser.

We have made an application to the Singapore Exchange Securities Trading Limited (the “SGX-ST”) for permission to deal in, and for quotation of, all the ordinary shares (the “Shares”) in the capital of Cogent Holdings Limited (the “Company”) already issued, the Invitation Shares (as defi ned herein) and the new Shares which may be issued pursuant to the Cogent Holdings Performance Share Plan (the “ESOP Shares”) or upon the exercise of the options which may be granted under the Cogent Holdings Employee Share Option Scheme (the “ESOS Shares”). Such permission will be granted when we have been admitted to the Offi cial List of the SGX-ST. The dealing in and quotation of the Shares will be in Singapore dollars.

Acceptance of applications will be conditional upon, inter alia, permission being granted to deal in, and for quotation of, all our existing issued Shares, the ESOP Shares, the ESOS Shares and the Invitation Shares. If the completion of the Invitation does not occur because the SGX-ST’s permission is not granted or for any other reasons, monies paid in respect of any application accepted will be returned to you, subject to applicable laws, at your own risk, without interest or any share of revenue or other benefi t arising therefrom and you will not have any claims against us, the Vendors, the Issue Manager and the Joint Underwriters and Joint Placement Agents.

The SGX-ST assumes no responsibility for the correctness of any of the statements made, reports contained or opinion expressed in this Prospectus. Admission to the Offi cial List of the SGX-ST is not to be taken as an indication of the merits of the Invitation, our Company, our subsidiaries, our Shares or the Invitation Shares.

A copy of this Prospectus has been lodged with and registered by the Monetary Authority of Singapore (the “Authority”) on 31 December 2009 and 9 February 2010, respectively. The Authority assumes no esponsibility for the contents of the Prospectus. Registration of the Prospectus by the Authority does not imply that the Securities and Futures Act, Chapter 289 of Singapore, or any other legal or regulatory requirements, have been complied with. The Authority has not, in any way, considered the merits of the Invitation Shares being offered for investment.

No shares will be allotted or allocated on the basis of this Prospectus later than six months after the date of registration of this Prospectus by the Authority.

Investing in our Shares involves risks which are described in the section entitled “RISK FACTORS” of this Prospectus. Potential investors in our Company are advised to read the section entitled “RISK FACTORS” and the rest of this Prospectus carefully and to seek professional advice if in doubt.

Investors in the Placement will be required to pay a brokerage fee of 1% of the Invitation Price in connection with their purchase of the Placement Shares. See “Plan of Distribution”.

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CORPORATE PROFILE

With an operating history spanning over 30 years, our Directors believe we are one of the leading full-service logistics management services providers in Singapore offering Transportation Management Services, Warehousing and Container Depot Management Services, and Automotive Logistics Management Services to a wide range of customers including large local and international corporations such as A.P. Moller-Maersk A/S, The Polyolefi n Company (S) Pte. Ltd., Mitsui O.S.K. Lines and Keppel Fels Limited.

As at the Latest Practicable Date, we have a fl eet of more than 100 prime movers, trucks and lorries and over 400 trailers, and manage and lease up to approximately 4 million square feet of warehousing space and premises as part of our warehousing and container depot management services. We also believe that we have one of the largest depot premises in Singapore located in a single location which can store more than 20,000 TEUs (Twenty-foot Equivalent Units).

Transportation Management Services

• We believe we are one of the leading transportation management services providers in Singapore.• Using our extensive fl eet, we provide trucking services for both laden and empty containers

between the ports and our warehouses or other designated destinations, and transportation services for oil and gas equipment, including equipment used for the construction of oil rigs.

• Through our “Dry Hubbing” services, we manage the transportation and inventory of laden containers at dedicated storage facilities, pending shipment by our customers.

• Other services include ancillary retrieval and transportation services such as the transportation of petroleum and chemical products from Jurong Island, and transport-related handling services such as trade and inbound customs documentation.

Warehousing and Container Depot Management Services

Warehousing Management Services• Through our warehouses in various locations in Singapore, we provide storage space for

electronic components, non-perishable items and other general products.• We are licensed by the National Environment Agency (“NEA”), Pollution Control Department

and the Singapore Civil Defence Force to store a diverse range of chemicals and hazardous materials at some of our warehouses where we ensure that all chemicals and compounds are handled by qualifi ed and trained personnel.

• Our services include packing, palletisation, forklift handling and chemical drumming services for petrochemical-related customers.

Container Depot Management Services• We believe our container depot is one of the largest in Singapore which can store more

than 20,000 TEUs in a single location.• With our fl eet of reach stackers, handlers and forklift trucks, we are able to stack empty

containers up to a maximum height of nine containers, thereby optimising storage space and volume.

• We assess the condition of all incoming containers, and offer cleaning, maintenance and repair works on containers at the request of our customers.

Automotive Logistics Management Services

• We focus solely on the processing, transportation and storage of motor vehicles, assisting our customers with port and customs clearance, vehicular transportation, warehousing and delivery.

• We are licensed by the Singapore Customs to store dutiable motor vehicles on multiple sites under one Licensed Warehouse licence, which enables us to store vehicles at a site closest to our customers.

• We are also involved in Export Processing Zone operations which include the de-registration process and export of second-hand motor vehicles.

• In addition, we assist the Land Transport Authority in the repossession of cars which have outstanding road taxes and the impounding of illegally modifi ed cars, and the Singapore Police Force in removal and towing of accident vehicles.

Issue Manager

Joint Underwriters and Joint Placement Agents

UOB Kay Hian Private Limited(Company Registration Number: 197000447W)

Kim Eng Corporate Finance Pte. Ltd. (Company Registration Number: 200207700C)

KIM ENG

Kim Eng Corporate Finance Pte. Ltd. (Company Registration Number: 200207700C)

KIM ENG

PROSPECTS

Demand from the petrochemical industry • Singapore, one of the world’s largest refi ning centres, is

seeking to increase its refi ning capacity and therefore create critical volume of export-oriented refi ning throughput. The petrochemicals hub in Jurong Island and the advent of Jurong Rock Cavern, a massive underground facility for the storage of crude oil, condensates and naptha, will further facilitate the importance of Singapore’s refi nery industry and drive further growth as rapidly industrialising countries in the region increase demand for refi ned oil.

• Being one of the few logistics companies with experience in serving customers from the petrochemical industry, and with an established presence in Jurong Island, we believe that we are well poised to benefi t from the expected increase in trading and refi ning activities in Singapore.

Demand from the oil and gas industry • Singapore is expected to remain as one of the largest

manufacturers of offshore oil rigs, particularly jack-up rigs, in the world, thereby increasing the demand for specialised logistics services.

• Given our experience in providing specialised logistics services for the oil and gas industry, we are in a position to secure more contracts for the provision of such specialised logistics services to manufacturers of offshore oil rigs.

Trend towards outsourcing logistics functions • Companies have moved towards outsourcing internal

logistics processes to third party logistics fi rms to focus on their core businesses and streamline their supply chains.

COMPETITIVE STRENGTHS

One of the leading players in the Singapore logistics industry • With our long operating history spanning over 30 years and

our fl eet of vehicles and scale of operations, we are able to transport, store and manage large quantities of laden and empty containers and cargo, allowing us to provide more comprehensive logistics services to our customers.

Full-service integrated logistics solutions provider • Our integrated, one-stop logistics business provide a

full suite of services catering to the specifi c needs of our customers at competitive rates.

Diversifi ed logistics services structure• As we provide different logistics services in the logistics value

chain, we are better able to alleviate any adverse impact on our business operations due to cyclical changes in the economy.

One of the few Licensed Warehouse and licensed chemical warehouse operators in the Singapore logistics industry• Authorised by the Singapore Customs to operate multiple

warehouse sites under one Licensed Warehouse licence, enabling our customers to store both dutiable and non-dutiable goods on a single site, eliminating the need to incur additional transportation charges transporting duty paid goods.

• We are also one of the few warehouse operators licensed by the NEA to handle and store hazardous materials, positioning us to take advantage of any rise in demand for chemical storage in the industry.

Established relationships with our customers • With our extensive experience in the logistics industry, we

believe we have a strong understanding of our customers’ needs and requirements.

• Our working relationships with some of our key customers go back as far as 30 years.

Increasing our scale of operations• Expansion of container depot operations and

warehousing space - Continue to seek larger plots of land to expand our warehousing capacity and scale of operations, as well as to consolidate our existing operations on various sites into standalone integrated full-service logistics hubs.• Expansion of vehicle logistics operations - To expand our existing fl eet of vehicles to handle the anticipated increase in demand for our transportation management services, as well as our automotive logistics management services.

Expanding overseas through strategic partnerships, acquisitions or joint ventures • Assessing the viability for expanding our business

operations into China, Malaysia, Thailand and Vietnam.

Keeping abreast of systems, software and vehicular improvements and upgrades• To continue to invest in electronic systems to

increase work effi ciency, and vehicular upgrades to enhance the range of cargo transportable and enhance work processes to reduce costs.

Branding and expanding our marketing network• To focus on enhancing brand awareness

both locally and overseas, and cultivating a strong image as a reliable and quality logistics management services provider.

Expanding our range of services provided • Lateral expansion into other areas of logistics-

related operations to provide our customers with a wider range of services.

STRATEGIES AND FUTURE PLANS FINANCIAL HIGHLIGHTS

PROPOSED DIVIDENDS

We intend to recommend and distribute dividends of at least 50% and at least 20% of our profi ts attributable to Shareholders in FY2009 and FY2010 respectively.

Experienced and dedicated management team• Our founder, Executive Chairman and CEO, Mr Tan Yeow

Khoon, and Managing Director, Mr Edwin Tan Yeow Lam, have over 30 years of experience in the logistics industry.

• They are closely supported by a competent team of Executive Offi cers who have between them, over 15 years of experience in the logistics industry.

Profi t before tax (S$’m) and Margin (%)

FY2006 FY2007 FY2008 1HFY08 1HFY09

Transportation Management 6.6% 1.5% 7.7% 4.7% 18.4%

Warehousing & ContainerDepot Management 3.1% 6.5% 17.7% 12.6% 13.1%

Automotive LogisticsManagement - - 25.6% - 23.8%

1.8 2.1

8.8

2.5

4.7

6.5% 5.7%

14.6%

9.1%

15.9%

CAGR : 122.8% YoY : 85.6%(1)

1.8 2.1

8.8

2.5

6.5%

14.6%

9.1%

15.9%

Revenue (S$’m)Revenue (S$’m)

Automotive LogisticsManagement Services


TransportationManagement Services

* Our Automotive Logistics Management Services commenced in August 2008

FY2006 FY2007 FY2008 1HFY08 1HFY09

12 months ended 31 December 6 months ended 30 June

37.2

60.1

27.4 29.427.5

CAGR : 48.0% YoY : 7.2%(1)

37.2

60.1

27.4 29.427.5

15.6

11.9

18.7

24.6

32.4

3.1

12.5

14.9

8.9

16.4

4.1

FY2006 FY2007 FY2008 1HFY08 1HFY09

Net Profi t (S$’m)Net Profi t (S$’m)

(1) YoY refers to the year-to-year increase for the half year periods of 1H2008 and 1H2009

CAGR : 133.4% YoY : 89.4%(1)

1.8

7.0

2.0

3.7


1.3

18.5

5.7%4.7


PROSPECTS

Demand from the petrochemical industry • Singapore, one of the world’s largest refi ning centres, is

seeking to increase its refi ning capacity and therefore create critical volume of export-oriented refi ning throughput. The petrochemicals hub in Jurong Island and the advent of Jurong Rock Cavern, a massive underground facility for the storage of crude oil, condensates and naptha, will further facilitate the importance of Singapore’s refi nery industry and drive further growth as rapidly industrialising countries in the region increase demand for refi ned oil.

• Being one of the few logistics companies with experience in serving customers from the petrochemical industry, and with an established presence in Jurong Island, we believe that we are well poised to benefi t from the expected increase in trading and refi ning activities in Singapore.

Demand from the oil and gas industry • Singapore is expected to remain as one of the largest

manufacturers of offshore oil rigs, particularly jack-up rigs, in the world, thereby increasing the demand for specialised logistics services.

• Given our experience in providing specialised logistics services for the oil and gas industry, we are in a position to secure more contracts for the provision of such specialised logistics services to manufacturers of offshore oil rigs.

Trend towards outsourcing logistics functions • Companies have moved towards outsourcing internal

logistics processes to third party logistics fi rms to focus on their core businesses and streamline their supply chains.


One of the leading players in the Singapore logistics industry • With our long operating history spanning over 30 years and

our fl eet of vehicles and scale of operations, we are able to transport, store and manage large quantities of laden and empty containers and cargo, allowing us to provide more comprehensive logistics services to our customers.

Full-service integrated logistics solutions provider • Our integrated, one-stop logistics business provide a

full suite of services catering to the specifi c needs of our customers at competitive rates.

Diversifi ed logistics services structure• As we provide different logistics services in the logistics value

chain, we are better able to alleviate any adverse impact on our business operations due to cyclical changes in the economy.

One of the few Licensed Warehouse and licensed chemical warehouse operators in the Singapore logistics industry• Authorised by the Singapore Customs to operate multiple

warehouse sites under one Licensed Warehouse licence, enabling our customers to store both dutiable and non-dutiable goods on a single site, eliminating the need to incur additional transportation charges transporting duty paid goods.

• We are also one of the few warehouse operators licensed by the NEA to handle and store hazardous materials, positioning us to take advantage of any rise in demand for chemical storage in the industry.

Established relationships with our customers • With our extensive experience in the logistics industry, we

believe we have a strong understanding of our customers’ needs and requirements.

• Our working relationships with some of our key customers go back as far as 30 years.

Increasing our scale of operations• Expansion of container depot operations and

warehousing space - Continue to seek larger plots of land to expand our warehousing capacity and scale of operations, as well as to consolidate our existing operations on various sites into standalone integrated full-service logistics hubs.• Expansion of vehicle logistics operations - To expand our existing fl eet of vehicles to handle the anticipated increase in demand for our transportation management services, as well as our automotive logistics management services.

Expanding overseas through strategic partnerships, acquisitions or joint ventures • Assessing the viability for expanding our business

operations into China, Malaysia, Thailand and Vietnam.

Keeping abreast of systems, software and vehicular improvements and upgrades• To continue to invest in electronic systems to

increase work effi ciency, and vehicular upgrades to enhance the range of cargo transportable and enhance work processes to reduce costs.

Branding and expanding our marketing network• To focus on enhancing brand awareness

both locally and overseas, and cultivating a strong image as a reliable and quality logistics management services provider.

Expanding our range of services provided • Lateral expansion into other areas of logistics-

related operations to provide our customers with a wider range of services.

STRATEGIES AND FUTURE PLANS FINANCIAL HIGHLIGHTS

PROPOSED DIVIDENDS

We intend to recommend and distribute dividends of at least 50% and at least 20% of our profi ts attributable to Shareholders in FY2009 and FY2010 respectively.

Experienced and dedicated management team• Our founder, Executive Chairman and CEO, Mr Tan Yeow

Khoon, and Managing Director, Mr Edwin Tan Yeow Lam, have over 30 years of experience in the logistics industry.

• They are closely supported by a competent team of Executive Offi cers who have between them, over 15 years of experience in the logistics industry.


FY2006 FY2007 FY2008 1HFY08 1HFY09

Transportation Management 6.6% 1.5% 7.7% 4.7% 18.4%

Warehousing & Container Depot Management 3.1% 6.5% 17.1% 12.6% 13.1%

Automotive LogisticsManagement - - 25.6% - 23.8%

1.8 2.1

8.8

2.5

4.7

6.5% 5.7%

14.6%

9.1%

15.9%

CAGR : 122.8% YoY : 85.6%(1)

1.8 2.1

8.8

2.5

6.5%

14.6%

9.1%

15.9%

Revenue (S$’m)Revenue (S$’m)

Automotive LogisticsManagement Services


TransportationManagement Services

* Our Automotive Logistics Management Services commenced in August 2008

FY2006 FY2007 FY2008 1HFY08 1HFY09


37.2

60.1

27.4 29.427.5

CAGR : 48.0% YoY : 7.2%(1)

37.2

60.1

27.4 29.427.5

15.6

11.9

18.7

24.6

32.4

3.1

12.5

14.9

8.9

16.4

4.1

FY2006 FY2007 FY2008 1HFY08 1HFY09

Net Profi t (S$’m)Net Profi t (S$’m)

(1) YoY refers to the year-to-year increase for the half year periods of 1H2008 and 1H2009

CAGR : 133.4% YoY : 89.4%(1)

1.8

7.0

2.0

3.7


1.3

18.5

5.7%4.7


TABLE OF CONTENTS

CORPORATE INFORMATION .......................................................................................................... 1

DEFINED TERMS AND ABBREVIATIONS ...................................................................................... 3

GLOSSARY OF TECHNICAL TERMS .............................................................................................. 10

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

DETAILS OF THE INVITATION.......................................................................................................... 12

INDICATIVE TIMETABLE .................................................................................................................. 16

THE INVITATION................................................................................................................................ 18

PLAN OF DISTRIBUTION ................................................................................................................ 19

CLEARANCE AND SETTLEMENT .................................................................................................. 21

USE OF PROCEEDS AND LISTING EXPENSES ............................................................................ 22

SUMMARY ........................................................................................................................................ 24

INVITATION STATISTICS .................................................................................................................. 26

RISK FACTORS ................................................................................................................................ 27

DIVIDEND POLICY ............................................................................................................................ 34

CAPITALISATION AND INDEBTEDNESS ........................................................................................ 35

DILUTION .......................................................................................................................................... 37

SELECTED COMBINED FINANCIAL INFORMATION .................................................................... 38

MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION .................................................................................................................. 41

GENERAL INFORMATION ON OUR GROUP .................................................................................. 69

SHARE CAPITAL .......................................................................................................................... 69RESTRUCTURING EXERCISE .................................................................................................... 71GROUP STRUCTURE .................................................................................................................. 73PRINCIPAL SHAREHOLDERS .................................................................................................... 74MORATORIUM .............................................................................................................................. 75

HISTORY AND BUSINESS................................................................................................................ 76

BUSINESS OVERVIEW ................................................................................................................ 76COMPETITIVE STRENGTHS ...................................................................................................... 80HISTORY ...................................................................................................................................... 81AWARDS AND CERTIFICATES.................................................................................................... 82SALES AND MARKETING............................................................................................................ 83MAJOR CUSTOMERS.................................................................................................................. 83MAJOR SUPPLIERS .................................................................................................................... 85SAFETY ASSURANCE ................................................................................................................ 86STAFF TRAINING ........................................................................................................................ 86

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INSURANCE ................................................................................................................................ 87INTELLECTUAL PROPERTY........................................................................................................ 87PROPERTIES AND FIXED ASSETS............................................................................................ 88GOVERNMENT REGULATIONS .................................................................................................. 92LICENCES .................................................................................................................................... 93COMPETITION.............................................................................................................................. 95

PROSPECTS, STRATEGIES AND FUTURE PLANS ...................................................................... 96

PROSPECTS ................................................................................................................................ 96ORDER BOOK .............................................................................................................................. 97TREND INFORMATION ................................................................................................................ 97STRATEGIES AND FUTURE PLANS .......................................................................................... 98

DIRECTORS, EXECUTIVE OFFICERS AND STAFF........................................................................ 100

MANAGEMENT REPORTING STRUCTURE .............................................................................. 100DIRECTORS AND EXECUTIVE OFFICERS................................................................................ 101SERVICE AGREEMENTS ............................................................................................................ 107REMUNERATION OF DIRECTORS AND EXECUTIVE OFFICERS ............................................ 108EMPLOYEES ................................................................................................................................ 109CORPORATE GOVERNANCE...................................................................................................... 109COGENT HOLDINGS EMPLOYEE SHARE OPTION SCHEME.................................................. 113COGENT HOLDINGS PERFORMANCE SHARE PLAN .............................................................. 119

INTERESTED PERSON TRANSACTIONS AND CONFLICTS OF INTERESTS ............................ 127

PAST INTERESTED PERSON TRANSACTIONS ........................................................................ 127PRESENT AND ON-GOING INTERESTED PERSON TRANSACTIONS.................................... 133CONFLICT OF INTERESTS ........................................................................................................ 139

GENERAL AND STATUTORY INFORMATION ................................................................................ 141

APPENDIX A – INDEPENDENT AUDITORS’ REPORT AND COMBINED FINANCIAL STATEMENTS FOR THE YEARS ENDED 31 DECEMBER 2006, 2007 AND 2008 ........................ A-1

APPENDIX B – INDEPENDENT AUDITORS’ REVIEW REPORT AND COMBINED INTERIMCONDENSED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2009 ........ B-1

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

APPENDIX D – SINGAPORE TAXATION ........................................................................................ D-1

APPENDIX E – SUMMARY OF MEMORANDUM AND ARTICLES OF ASSOCIATION OF OURCOMPANY.......................................................................................................................................... E-1

APPENDIX F – TERMS, CONDITIONS AND PROCEDURES FOR APPLICATION AND ACCEPTANCE .................................................................................................................................. F-1

APPENDIX G – RULES OF THE COGENT HOLDINGS EMPLOYEE SHARE OPTION SCHEME ............................................................................................................................................ G-1

APPENDIX H – RULES OF THE COGENT HOLDINGS PERFORMANCE SHARE PLAN ............ H-1

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CORPORATE INFORMATION

DIRECTORS : Tan Yeow Khoon (Executive Chairman and CEO)Tan Yeow Lam (Managing Director)Chan Soo Sen (Lead Independent Director)Chua Cheow Khoon Michael (Independent Director)Teo Lip Hua, Benedict (Independent Director)

COMPANY SECRETARY : Lim Ka Bee (ACIS)

REGISTERED OFFICE : 7 Penjuru Close #05-00 Singapore 608779

REGISTRATION NUMBER : 200710813D

SHARE REGISTRAR AND : Boardroom Corporate & Advisory Services Pte. Ltd.SHARE TRANSFER 3 Church StreetOFFICE #08-01 Samsung Hub

Singapore 049483

ISSUE MANAGER : Kim Eng Corporate Finance Pte. Ltd.9 Temasek Boulevard#39-00 Suntec Tower TwoSingapore 038989

JOINT UNDERWRITERS : Kim Eng Corporate Finance Pte. Ltd.AND JOINT PLACEMENT 9 Temasek BoulevardAGENTS #39-00 Suntec Tower Two

Singapore 038989

UOB Kay Hian Private Limited8 Anthony Road, #01-01Singapore 229957

INDEPENDENT AUDITORS : Deloitte & Touche LLPAND REPORTING Certified Public Accountants ACCOUNTANTS 6 Shenton Way

#32-00 DBS Building Tower TwoSingapore 068809

Partner-in-charge: Seah Gek Choo (Certified Public Accountant, Singapore)

SOLICITORS TO THE : WongPartnership LLPINVITATION One George Street

#20-01Singapore 049145

SOLICITORS TO THE : Wee Woon Hong & Associates LLCISSUE MANAGER, JOINT 30 Raffles PlaceUNDERWRITERS AND #19-04 Chevron House JOINT PLACEMENT Singapore 048622AGENTS

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PRINCIPAL BANKERS : DBS Bank Ltd.6 Shenton WayDBS Building Tower OneSingapore 068809

United Overseas Bank Limited80 Raffles PlaceUOB Plaza 1Singapore 048624

RECEIVING BANK : DBS Bank Ltd.6 Shenton WayDBS Building Tower OneSingapore 068809

VENDORS : Tan Yeow KhoonNo. 28 Jalan SayangSingapore 418676

Tan Yeow LamNo. 8B Lorong LTelok KurauSingapore 425426

Highyield Mines Pte. Ltd.10 Anson Road#26-08 International PlazaSingapore 079903

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DEFINED TERMS AND ABBREVIATIONS

In this Prospectus and the accompanying Application Forms, and in relation to the ElectronicApplications, the instructions appearing on the screens of ATMs of Participating Banks, the Internetbanking websites of the relevant Participating Banks or the IB websites of the relevant ParticipatingBanks, unless the context otherwise requires, the following terms or expressions shall have the followingmeanings:

Group Companies

“Company” : Cogent Holdings Limited

“Group” : Our Company and its subsidiaries

“Cogent Investment” : Cogent Investment Group Pte. Ltd. (formerly known as HNHGroup Pte. Ltd.)

“Cogent Automotive” : Cogent Automotive Logistics Pte. Ltd. (formerly known as HNHInternational Pte. Ltd.)

“SHCL” : SH Cogent Logistics Pte Ltd

“Soon Hock Transportation” : Soon Hock Transportation Pte. Ltd.

Other Companies and Organisations

“APWH” : Asia Pacific Wine Hub Pte. Ltd.

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

“BCA” : The Building and Construction Authority of Singapore

“CDP” : The Central Depository (Pte) Limited

“CPF” : The Central Provident Fund

“IRAS” : The Inland Revenue Authority of Singapore

“Issue Manager” : Kim Eng Corporate Finance Pte. Ltd.

“Joint Underwriters and Joint : Kim Eng Corporate Finance Pte. Ltd. and UOB Kay Hian PrivatePlacement Agents” Limited

“JTC” : Jurong Town Corporation of Singapore

“Keppel Fels” : Keppel Fels Limited

“Keppel Logistics” : Keppel Logistics Pte Ltd

“LTA” : The Land Transport Authority

“Maybank” : Malayan Banking Berhad

“Ministry of Manpower” : The Ministry of Manpower of Singapore

“Ministry of Transport” : The Ministry of Transport of Singapore

“NEA” : National Environment Agency of Singapore

3

“SCCS” : Securities Clearing & Computer Services (Pte) Ltd

“SCDF” : Singapore Civil Defence Force

“SGX-ST” : Singapore Exchange Securities Trading Limited

“SHIG” : Soon Hock Investment Group Pte. Ltd. (formerly known asSealogistics Pte. Ltd.)

“SHPD” : Soon Hock Property Development Pte. Ltd. (formerly known asSoon Hock Container & Warehousing Pte Ltd)

“SLA” : Singapore Logistics Association

“URA” : Urban Redevelopment Authority of Singapore

Properties

“1 Chia Ping” : 1 Chia Ping Road Singapore 619967

“6 Jalan Papan” : A14583 Jalan Papan Singapore 610000 (Lot 450 Mukim 6)

“7 Penjuru Close” : 7 Penjuru Close Singapore 608779

“8 Penjuru Road” : 8 Penjuru Road (Lot 4772 Mukim) Singapore 600000

“11 Jalan Terusan” : Private Lots A0750602 and A0750603 at 11 Jalan Terusan

“19 Tuas Avenue 20” : 19 Tuas Avenue 20 Singapore 638830

“20 Tuas South” : 20 Tuas South Street 1 Singapore 637465

“200 Jalan Sultan” : 200 Jalan Sultan #12-09 Textile Centre Singapore 199018

“31 Penjuru Lane” : 31 Penjuru Lane Singapore 609198

“60 Tuas Crescent” : 60 Tuas Crescent Singapore 638740

“76 Pioneer Road” : 76 Pioneer Road Singapore 639557

“Jurong Port Road” : Private Lot A0750604 at Jurong Port Road

General

“1H” : Financial period of six months ended or, as the case may be,ending 30 June

“2H” : Financial period of six months ended or, as the case may be,ending 31 December

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

“Application List” : The list of applications for subscription and purchase of theInvitation Shares

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

(i) in a case where the entity is a substantialshareholder, controlling shareholder, substantialinterest-holder or controlling interest-holder, itsrelated corporation, related entity, associatedcompany or associated entity; or

4

(ii) in any other case, (A) a director or an equivalentperson, (B) where the entity is a corporation, acontrolling shareholder of the entity, (C) where theentity is not a corporation, a controlling interest-holder of the entity, (D) a subsidiary, a subsidiaryentity, an associated company, or an associatedentity, or (E) a subsidiary, a subsidiary entity, anassociated company, or an associated entity, of thecontrolling shareholder or controlling interest-holder,as the case may be,

of the entity; and

(b) in relation to an individual, means:

(i) his immediate family;

(ii) a trustee of any trust of which the individual or anymember of the individual’s immediate family is abeneficiary or, where the trust is a discretionarytrust, a discretionary object, when the trustee acts inthat capacity; or

(iii) any corporation in which he and his immediatefamily (whether directly or indirectly) have interestsin voting shares of an aggregate of not less than30% of the total votes attached to all voting shares

“ATM” : Automated teller machines

“Audit Committee” : The audit committee of our Company as at the date of thisProspectus and from time to time constituted

“Awards” : The contingent awards of Shares granted or which may begranted pursuant to the Share Plan

“Award Shares” : The shares which are the subject of the Awards under the SharePlan

“Board” or “Board of Directors” : The board of Directors of our Company

“CEO” : The chief executive officer of our Company

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

“Consolidation” : The consolidation of every two Shares into one Share, asdescribed in the section entitled “Share Capital” of thisProspectus

“Controlling Shareholder” : A person who has an interest in our Shares of an aggregate ofnot less than 15% of the total votes attached to all our Shares, orin fact exercises control over our Company

“Customs Act” : The Customs Act, Chapter 70 of Singapore, as amended,supplemented or modified from time to time

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“Deeds of Non-competition” : The deeds of non-competition entered into between ourCompany and each of our Executive Directors as described inthe section entitled “Interested Person Transactions and Conflictsof Interests – Conflict of Interests” of this Prospectus

“Directors” : The directors of our Company

“Edwin Tan Yeow Lam” : Tan Yeow Lam

“Electronic Applications” : Applications for the Invitation Shares made through an ATM ofone of the relevant Participating Banks or the IB website of oneof the relevant Participating Banks, subject to and on the termsand conditions of this Prospectus

“Environmental Protection and : The Environmental Protection and Management Act, Chapter Management Act” 94A of Singapore, as amended, supplemented or modified from

time to time

“EPS” : Earnings per Share

“Executive Directors” : The executive Directors of our Company

“Executive Officers” : The executive officers of our Group

“Fire Safety Act” : The Fire Safety Act, Chapter 109A of Singapore, as amended,supplemented or modified from time to time

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

“Goods and Services Tax Act” : The Goods and Services Tax Act, Chapter 117A of Singapore, asamended, supplemented or modified from time to time

“GPS” : Global positioning system

“GST” : Goods and Services Tax

“IB” : Internet Banking

“Independent Directors” : The independent Directors of our Company

“Independent Valuer” : CB Richard Ellis (Pte) Ltd

“Invitation” : The Placement and Public Offer

“Invitation Price” : S$0.22 for each Invitation Share

“Invitation Shares” : The 92,000,000 Shares for which our Company and the Vendorsinvite applications to subscribe for and/or purchase pursuant tothe Invitation, subject to and on the terms and conditions of thisProspectus

“IPO” : The initial public offering of our Company

“Latest Practicable Date” : 18 December 2009, being the latest practicable date prior to thelodgement of this Prospectus with the Authority

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

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“Management and Underwriting : The management and underwriting agreement dated 9Agreement” February 2010 entered into between our Company, the Vendors,

the Issue Manager and the Joint Underwriters and JointPlacement Agents as described in the section entitled “Plan ofDistribution – The Public Offer” of this Prospectus

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

“Motor Vehicles (Third-Party : The Motor Vehicles (Third-Party Risks and Compensation) Act, Risks and Compensation) Act” Chapter 189 of Singapore, as amended, supplemented or

modified from time to time

“NAV” : Net asset value

“New Shares” : The 46,000,000 new Shares issued and offered by our Company,for which our Company invites applications to subscribe forpursuant to the Invitation, subject to and on the terms andconditions of this Prospectus

“NTA” : Net tangible assets

“Nominating Committee” : The nominating committee of our Company as at the date of thisProspectus and from time to time constituted

“Non-Executive Directors” : Non-executive Directors of our Company (including IndependentDirectors)

“Offer Shares” : 2,000,000 Invitation Shares which are the subject of the PublicOffer

“Options” : The options granted or which may be granted pursuant to theShare Option Scheme

“Option Shares” : The new Shares which may be allotted and issued upon theexercise of Options

“Participating Banks” : DBS Bank Ltd. (including POSB) (“DBS”), Oversea-ChineseBanking Corporation Limited (“OCBC”) and United OverseasBank Limited and its subsidiary, Far Eastern Bank Limited (the“UOB Group”)

“Period under Review” : The period which comprises FY2006, FY2007, FY2008 and thesix months ended 30 June 2009

“Placement” : The placement by the Joint Underwriters and Joint PlacementAgents of the Placement Shares on behalf of our Company andthe Vendors for subscription and/or purchase at the InvitationPrice, subject to and on the terms and conditions of thisProspectus

“Placement Agreement” : The placement agreement between our Company, the Vendorsand the Joint Underwriters and Joint Placement Agents dated 9February 2010 as described in the section entitled “Plan ofDistribution – The Placement” of this Prospectus

“Placement Shares” : 90,000,000 Invitation Shares which are the subject of thePlacement

“Prospectus” : This prospectus dated 9 February 2010

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“Public Offer” : The offering of Invitation Shares to the public in Singapore,subject to and on the terms and conditions of this Prospectus

“Q1” : Financial period between 1 January and 31 March

“Q2” : Financial period between 1 April and 30 June

“Q3” : Financial period between 1 July and 30 September

“Q4” : Financial period between 1 October and 31 December

“Remuneration Committee” : The remuneration committee of our Company as at the date ofthis Prospectus and from time to time constituted

“Restructuring Exercise” : The restructuring exercise undertaken in connection with theInvitation as described in the section entitled “GeneralInformation on our Group - Restructuring Exercise” of thisProspectus

“Securities Account” : The securities account maintained by a depositor with CDP butdoes not include a securities sub-account

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

“Service Agreements” : The service agreements entered into between our Company andeach of our Executive Directors as described in the sectionentitled “Directors, Executive Officers and Staff - ServiceAgreements” of this Prospectus

“Shareholders” : Registered holders of Shares, except where the registered holderis CDP, the term “Shareholders” shall, in relation to such Sharesmean the Depositors whose Securities Accounts are creditedwith Shares

“Share Option Scheme” : Cogent Holdings Employee Share Option Scheme as describedin the section entitled “Directors, Executive Officers and Staff -Cogent Holdings Employee Share Option Scheme” of thisProspectus

“Share Plan” : Cogent Holdings Performance Share Plan as described in thesection entitled “Directors, Executive Officers and Staff - CogentHoldings Performance Share Plan” of this Prospectus

“Share Registrar” : Boardroom Corporate & Advisory Services Pte. Ltd.

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

“SIBOR” : Singapore Interbank Offered Rate

“Sub-division” : The sub-division of each Share in the capital of our Companyinto 273 Shares, as described in the section entitled “ShareCapital” of this Prospectus

“Substantial Shareholder” : A person who has interest(s) in one or more voting shares in ourCompany and the total votes attached to such share(s), is notless than five per cent. of the total votes attached to all the votingshares in our Company

“U.S.” or “United States” : United States of America

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“Vendors” : Tan Yeow Khoon, Edwin Tan Yeow Lam and Highyield Mines Pte.Ltd.

“Vendor Shares” : The 46,000,000 Shares offered by the Vendors, for which theVendors invite applications to purchase pursuant to the Invitation,subject to and on the terms and conditions of this Prospectus

Currencies, Units and Others

“$” or “S$” and “cents” : The lawful currency of Singapore

“US dollars” : United States dollars

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

“sq ft” : Square foot or square feet, as the case may be

“sq m” : Square metre or square metres, as the case may be

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

The terms “associated company”, “associated entity”, “controlling interest-holder”, “controllingshareholder”, “related corporation”, “related entity”, “subsidiary”, “subsidiary entity” and “substantialinterest-holder” shall have the same meanings ascribed to them, respectively in the Securities andFutures (Offers of Investments) (Shares and Debentures) Regulations 2005.

Words importing the singular shall, where applicable, include the plural and vice versa and wordsimporting the masculine gender shall, where applicable, include the feminine and neuter genders andvice versa. References to persons shall include corporations.

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

Any reference in this Prospectus and the Application Forms or the Electronic Applications to Sharesbeing allotted to an applicant includes allotment to CDP for the account of that applicant.

Any reference to a time of day in this Prospectus, the Application Forms and the Electronic Applicationsshall be a reference to Singapore time, unless otherwise stated.

Any references to “we”, “our”, and “us” or other grammatical variations thereof in this Prospectus is areference to our Company, our Group or any member of our Group, as the context requires.

Any discrepancies in the tables included in this Prospectus between the listed amounts and totals thereofare due to rounding. Accordingly, figures shown as totals in certain tables may not be an arithmeticaggregation of the figures that precede them.

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GLOSSARY OF TECHNICAL TERMS

To facilitate a better understanding of the business of our Group, the following glossary provides adescription (which would not be treated as being definitive of their meanings) of some of the technicalterms and abbreviations used in this Prospectus. The terms and their assigned meanings may notcorrespond to standard industry meanings or usage of these terms:

“drumming” : The process of filling metal drums with chemical products and sealingthem for transportation and/or storage

“dry hubbing” : The management of transportation and inventory of laden containers atdedicated storage facilities pending shipment

“Export Processing Zone” : The specific zones authorised by the LTA for the storage of de-registered vehicles pending export

“Licensed Warehouse” : A warehouse that is licensed by the Singapore Customs to storedutiable goods, hazardous goods and other non-dutiable goods withoutincurring GST until the goods are released for sale in Singapore

“TEU” : Twenty-foot equivalent unit

“ZG Warehouse” : Zero-rated GST warehouse, a warehouse that is licensed by theSingapore Customs to store all goods except dutiable goods, locally-manufactured goods and GST-paid goods without incurring GST untilthe goods are removed from the warehouse and released for salelocally or overseas

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

All statements contained in this Prospectus, statements made in press releases and oral statements thatmay be made by us or our Directors, Executive Officers or employees acting on our behalf, that are notstatements of historical fact, constitute “forward-looking statements”. Some of these statements can beidentified by forward-looking terms such as “expect”, “believe”, “plan”, “intend”, “estimate”, “anticipate”,“may”, “will”, “would” and “could” or similar words or phases. However, these words are not the exclusivemeans of identifying forward-looking statements. All statements regarding our expected financial position,business strategy, plans and prospects, and the future prospects of our industry are forward-lookingstatements. These forward-looking statements and other matters discussed in this Prospectus regardingmatters that are not historical fact are only predictions. These forward-looking statements involve knownand unknown risks, uncertainties and other factors that may cause our actual results, performance orachievements to be materially different from any future results, performance or achievements expressedor implied by such forward-looking statements. These risk factors and uncertainties are discussed in moredetail in this Prospectus, in particular, but not limited to, discussions in the section entitled “Risk Factors”.

Given the risks and uncertainties that may cause our actual future results, performance or achievementsto be materially different from that expected, expressed or implied by the forward-looking statements inthis Prospectus, we advise you not to place undue reliance on those statements. Neither we, the Vendors,the Issue Manager, the Joint Underwriters and Joint Placement Agents nor any other person representsor warrants to you that our actual future results, performance or achievements will be as discussed inthose statements.

Our actual future results may differ materially from those anticipated in these forward-looking statementsas a result of the risks faced by us. We, the Vendors, the Issue Manager, the Joint Underwriters and JointPlacement Agents disclaim any responsibility to update any of those forward-looking statements or topublicly announce any revisions to those forward-looking statements to reflect future developments,events or circumstances for any reason, even if new information becomes available or other events occurin the future. We are, however, subject to the provisions of the Securities and Futures Act and the ListingManual regarding corporate disclosure. In particular, pursuant to Section 241 of the Securities andFutures Act, if after the Prospectus is registered but before the close of the Invitation, we become awareof (a) a false or misleading statement or matter in this Prospectus; (b) an omission from this Prospectusof any information that should have been included in it under Section 243 of the Securities and FuturesAct; or (c) a new circumstance that has arisen since this Prospectus was lodged with the Authority andwould have been required by Section 243 of the Securities and Futures Act to be included in thisProspectus, if it had arisen before this Prospectus was lodged and that is materially adverse from thepoint of view of an investor, we may lodge a supplementary or replacement prospectus with the Authority.

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DETAILS OF THE INVITATION

LISTING ON THE SGX-ST

An application has been made to the SGX-ST for permission to deal in and for quotation of all our Sharesalready issued, the Invitation Shares and the new Shares which may be issued upon the exercise of theoptions to be granted under the Cogent Holdings Employee Share Option Scheme or the CogentHoldings Performance Share Plan. Such permission will be granted when our Company has beenadmitted to the Official List of the SGX-ST. Acceptance of applications will be conditional upon, inter alia,the SGX-ST granting permission to deal in, and for quotation of, all our existing issued Shares and theInvitation Shares. Monies paid in respect of any application accepted will be returned to you, subject toapplicable laws, without interest or any share of revenue or other benefit arising therefrom and at yourown risk, if the said permission is not granted or for any other reason and you will not have any claimswhatsoever against us, the Vendors, the Issue Manager and the Joint Underwriters and Joint PlacementAgents.

No Shares shall be allotted or allocated on the basis of this Prospectus later than six months after thedate of registration of this Prospectus by the Authority.

The SGX-ST assumes no responsibility for the correctness of any statements made, reports contained oropinion expressed in this Prospectus. Admission to the Official List of the SGX-ST is not to be taken asan indication of the merits of the Invitation, our Company, our subsidiaries, all our existing issued Sharesand the Invitation Shares.

A copy of this Prospectus has been lodged with and registered by the Authority on 31 December 2009and 9 February 2010, respectively. The Authority assumes no responsibility for the contents of thisProspectus. Registration of this Prospectus by the Authority does not imply that the Securities andFutures Act, or any other legal or regulatory requirements, have been complied with. The Authority hasnot, in any way, considered the merits of the Invitation Shares being offered or in respect of which anoffer is made for investment.

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

No person has been or is authorised to give any information or to make any representation not containedin this Prospectus in connection with the Invitation and, if given or made, such information orrepresentation must not be relied upon as having been authorised by us, the Vendors, the Issue Manageror any of the Joint Underwriters and Joint Placement Agents. Neither the delivery of this Prospectus andthe Application Forms nor the Invitation shall, under any circumstances, constitute a continuingrepresentation or create any suggestion or implication that there has been no change, or developmentreasonably likely to involve a change, in our affairs, condition or prospects, or all our existing issuedShares and the Invitation Shares, or in the statements of fact or information contained in this Prospectussince the date of this Prospectus. Where such changes occur and are material or are required to bedisclosed by law, we will make an announcement of the same to the SGX-ST and the public and, ifrequired, lodge a supplementary or replacement prospectus with the Authority pursuant to Section 241 ofthe Securities and Futures Act and other applicable provisions of the Securities and Futures Act and takeimmediate steps to comply with the requirements of the Securities and Futures Act. We will also complywith all other applicable requirements of the Securities and Futures Act and/or any other requirements ofthe Authority and/or the SGX-ST. All applicants should take note of any such announcements,supplementary or replacement prospectus and, upon the release of the same, shall be deemed to havenotice of such changes. Save as expressly stated in this Prospectus, nothing herein is, or may be reliedupon as, a promise or representation as to our future performance or policies. Neither we, the Vendors,

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the Issue Manager, the Joint Underwriters and Joint Placement Agents, our Directors, the promoters, theexperts nor any other parties involved in the Invitation is making any representation to any personregarding the legality of an investment in our Shares by such person under any investment or other lawsor regulations. No information in this Prospectus should be considered to be business, legal or taxadvice. Investors should be aware that they may be required to bear the financial risk of an investment inour Shares (including the Invitation Shares) for an indefinite period of time. Each prospective investorshould consult his own professional or other advisers for business, financial, legal or tax advice regardingan investment in our Shares (including the Invitation Shares).

This Prospectus has been prepared solely for the purpose of the Invitation and may not be relied upon byany other persons other than the applicants in connection with their application for the Invitation Sharesor for any other purpose. This Prospectus does not constitute an offer, solicitation or invitation tosubscribe for and/or purchase the Invitation Shares in any jurisdiction in which such offer, orsolicitation or invitation is unlawful or is not authorised or to any person to whom it is unlawful tomake such offer, solicitation or invitation.

Our Company is subject to the provisions of the Securities and Futures Act and the Listing Manualregarding corporate disclosure. In particular, if, after this document is lodged but before the close of theInvitation, we become aware of:

(a) a false or misleading statement or matter in this document;

(b) an omission from this document of any information that should have been included in it underSection 243 of the Securities and Futures Act; or

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

that is materially adverse from the point of view of an investor, we may lodge a supplementary orreplacement document with the Authority pursuant to Section 241 of the Securities and Futures Act.

Where prior to the lodgement of the supplementary or replacement prospectus, applications have beenmade under this Prospectus to subscribe for and/or purchase the Invitation Shares and:

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

(i) within two Market Days from the date of lodgement of the supplementary or replacementprospectus, give the applicants notice in writing of how to obtain, or arrange to receive, acopy of the supplementary or replacement prospectus, as the case may be, and provide theapplicants with an option to withdraw their applications and take all reasonable steps tomake available within a reasonable period the supplementary or replacement prospectus, asthe case may be, to the applicants who have indicated that they wish to obtain, or havearranged to receive, a copy of the supplementary or replacement prospectus;

(ii) within seven Market Days from the date of lodgement of the supplementary or replacementprospectus, give the applicants the supplementary or replacement prospectus, as the casemay 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 bedeemed to have been withdrawn and cancelled, and our Company shall (for itself as well ason behalf of the Vendors) within seven days from the date of lodgement of thesupplementary or replacement prospectus, return all monies paid in respect of anyapplication to the applicants, without interest or any share of revenue or other benefit arisingtherefrom and at their own risk, and the applicants will not have any claim against ourCompany, the Issue Manager and the Joint Underwriters and Joint Placement Agents; or

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(b) where the Invitation Shares have been issued and/or sold to the applicants, our Company shall (foritself as well as on behalf of the Vendors) either:

(i) within two Market Days from the date of lodgement of the supplementary or replacementprospectus, give the applicants notice in writing of how to obtain, or arrange to receive, acopy of the supplementary or replacement prospectus and provide the applicants with anoption to return to our Company, those securities which they do not wish to retain title in andtake all reasonable steps to make available within a reasonable period the supplementary orreplacement prospectus, as the case may be, to the applicants who have indicated that theywish to obtain, or have arranged to receive, a copy of the supplementary or replacementprospectus;

(ii) within seven Market Days from the date of lodgement of the supplementary or replacementprospectus, give the applicants the supplementary or replacement prospectus, as the casemay be, and provide the applicants with an option to return the Invitation Shares, which theydo not wish to retain title in; or

(iii) (A) in the case of the New Shares, deem the issue as void and refund the applicants’payments for the New Shares (without interest or any share of revenue or other benefitsarising therefrom and at their own risk) within seven days from the date of lodgement of thesupplementary or replacement prospectus and (B) in the case of the Vendor Shares, deemthe sale of the Vendor Shares as void, and (1) in the case where documents to evidence titleto the Vendor Shares (“title documents”) have been issued to the applicants, within sevendays from the date of lodgement of the supplementary or replacement prospectus, informthe applicants to return the title documents within 14 Market Days from the date oflodgement of the supplementary or replacement prospectus, and within seven days fromreceipt of the title documents or the date of lodgement of the supplementary or replacementprospectus, whichever is the later, refund the applicants’ payments for the Vendor Shares(without interest or any share of revenue or other benefits arising therefrom and at their ownrisk) within seven Market Days from the date of lodgement of the supplementary orreplacement prospectus, and the applicants will not have any claim against our Company,the Vendors, the Issue Manager and the Joint Underwriters and Joint Placement Agents.

An applicant who wishes to exercise his option under paragraph (a)(i) or (a)(ii) to withdraw his applicationshall, within 14 Market Days from the date of lodgement of the supplementary or replacementprospectus, notify our Company of this, whereupon our Company (for itself as well as on behalf of theVendors) shall, within seven days from the receipt of such notification, pay to the applicant all moniespaid by the applicant on account of his application for those Invitation Shares without interest or anyshare of revenue or other benefit arising therefrom and at his own risk, and he will not have any claimagainst our Company, the Vendors, the Issue Manager and the Joint Underwriters and Joint PlacementAgents.

An applicant who wishes to exercise his option under paragraph (b)(i) or b(ii) to return the InvitationShares issued to him shall, within 14 Market Days from the date of lodgement of the supplementary orreplacement prospectus, notify our Company of this and return all documents, if any, purporting to beevidence of title to those Invitation Shares to our Company, whereupon our Company (for itself as well ason behalf of the Vendors) shall, within seven days from the receipt of such notification and documents, ifany, pay to him all monies paid by him for those Invitation Shares, without interest or any share ofrevenue or other benefit arising therefrom and at his own risk, and the issue of those Invitation Sharesshall be deemed to be void, and he will not have any claim against our Company, the Vendors, the IssueManager and the Joint Underwriters and Joint Placement Agents.

Under the Securities and Futures Act, the Authority may, in certain circumstances issue a stop order (the“Stop Order”) to our Company, directing that no or no further Shares to which this document relates, beallotted, issued or sold. Such circumstances will include a situation where this document (i) contains astatement or matter, which in the opinion of the Authority is false or misleading; (ii) omits any informationthat should be included in accordance with the Securities and Futures Act; (iii) does not, in the opinion ofthe Authority, comply with the requirements of the Securities and Futures Act; or (iv) in the opinion of theAuthority, is in the public interest to do so.

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Where the Authority issues a Stop Order pursuant to Section 242 of the Securities and Futures Act, and:

(a) in the case where the Invitation Shares have not been issued and/or sold to the applicants, theapplications for the Invitation Shares pursuant to the Invitation shall be deemed to have beenwithdrawn and cancelled and our Company shall, within 14 Market Days from the date of the StopOrder, pay to the applicants all monies the applicants have paid on account of their applications forthe Invitation Shares without interest or any share of revenue or other benefit arising therefrom; or

(b) in the case where the Invitation Shares have been issued and/or sold to the applicants and theissue and/or sale of the Invitation Shares pursuant to the Invitation is required by the Securitiesand Futures Act to be deemed void, our Company and/or the Vendors shall, subject to compliancewith Singapore laws and our Articles of Association, repurchase the Invitation Shares and ourCompany and/or the Vendors shall, within 14 Market Days from the date of the Stop Order, pay tothe applicants all monies paid by them for the Invitation Shares without interest or any share ofrevenue or other benefit arising therefrom.

Such monies paid in respect of the applicant’s application will be returned to the applicant, in the case ofapplications for Invitation Shares under the Public Offer, at the applicant’s own risk, without interest or anyshare of revenue or other benefit arising therefrom, and the applicant will not have any claim against us,the Vendors, the Issue Manager or any of the Joint Underwriters and Joint Placement Agents.

If we are required by applicable Singapore laws to cancel issued Invitation Shares and repay applicationmonies to applicants (including instances where a Stop Order is issued), subject to compliance with ourArticles of Association, we will purchase the Invitation Shares at the Invitation Price.

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

Kim Eng Corporate Finance Pte. Ltd. UOB Kay Hian Private Limited9 Temasek Boulevard 8 Anthony Road #01-01

#08-03 Suntec Tower Two Singapore 229957Singapore 038989

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

A copy of this Prospectus is also available on:

(a) the SGX-ST website: http://www.sgx.com; and(b) the Authority’s website: http://masnet.mas.gov.sg/opera/sdrprosp.nsf.

The Application List will open immediately upon the registration of the Prospectus by theAuthority and will remain open until 12.00 noon on 23 February 2010 or for such further period orperiods as our Directors may, in consultation with the Issue Manager and the Joint Underwritersand Joint Placement Agents decide, subject to any limitation under all applicable laws PROVIDEDALWAYS THAT where a supplementary or replacement prospectus has been lodged with theAuthority, the Application List shall be kept open for at least 14 Market Days after the lodgementof the supplementary or replacement prospectus.

Details of the procedure for applications to subscribe for and/or purchase the Invitation Shares are set outin Appendix F – “Terms, Conditions and Procedures for Application and Acceptance” to this Prospectus.

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INDICATIVE TIMETABLE

An indicative timetable for the Invitation and trading in our Shares is set out for the reference ofapplicants:

Indicative time/date Event

9.00 am on 10 February 2010 Commencement of Invitation

12.00 noon on 23 February 2010 Close of Application List and closing date and time for the Invitation

24 February 2010 Balloting of applications, if necessary (in the event of over-subscription for the Invitation Shares)

9.00 a.m. on 25 February 2010 Commence trading on a “ready” basis

2 March 2010 Settlement date for all trades done on a “ready” basis

The above timetable is only indicative as it assumes that the date of closing of the Application List will be23 February 2010, the date of admission of our Company to the Official List of the SGX-ST will be25 February 2010, the shareholding spread requirement will be complied with and the Invitation Shareswill be issued and fully paid-up prior to 25 February 2010.

The above timetable and procedures may be subject to such modification as the SGX-ST may, in itsabsolute discretion, decide, including the decision to permit trading on a “ready” basis and thecommencement date of such trading.

Investors should consult the SGX-ST’s announcement on “ready” trading date on the Internet (at theSGX-ST internet website http://www.sgx.com) or the newspapers, or check with their brokers on the dateon 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 theInvitation is open, we will publicly announce the same:

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

(ii) through a paid advertisement in a major Singapore English newspaper such as The Straits Timesor The Business Times.

We and the Vendors will provide details of the results of the Public Offer (including the level ofsubscription for the Invitation Shares and the basis of allocation of the Invitation Shares pursuant to theInvitation), as soon as it is practicable after the closure of the Application List through the channels in (i)and (ii) above.

We and the Vendors reserve the right to reject or accept, in whole or in part, or to scale down or ballotany application for the Invitation Shares, without assigning any reason therefor, and no enquiry and/orcorrespondence on our and the Vendors’ decision will be entertained. In deciding the basis of allocation,due consideration will be given to the desirability of allocating our Shares to a reasonable number ofapplicants with a view to establishing an adequate market for our Shares.

Where an application is rejected, the full amount of the application monies will be refunded (withoutinterest or any share of revenue or other benefit arising therefrom) to the applicant, at his own risk within14 Market Days (or such shorter period as the SGX-ST may require) after the close of the Invitation(provided that such refunds are made in accordance with the procedures set out in Appendix F – “Terms,Conditions and Procedures for Application and Acceptance” of this Prospectus).

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Where an application is accepted in full or in part only, any balance of the application monies will berefunded (without interest or any share of revenue or other benefit arising therefrom) to the applicant, athis own risk, within 14 Market Days after the close of the Invitation (provided that such refunds are madein accordance with the procedures set out in Appendix F – “Terms, Conditions and Procedures forApplication and Acceptance” of this Prospectus).

Where the Invitation does not proceed for any reason, the full amount of application monies (withoutinterest or any share of revenue or other benefit arising therefrom) will be returned within three MarketDays after the Invitation is discontinued.

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THE INVITATION

Invitation size : Invitation in respect of 92,000,000 Invitation Shares comprising:

(i) 46,000,000 New Shares; and

(ii) 46,000,000 Vendor Shares.

The Invitation Shares will upon issue and allotment, rank pari passu inall respects with our existing issued Shares.

Invitation Price : S$0.22 for each Invitation Share.

The Public Offer : The Pulic Offer comprises an invitation by our Company and theVendors to the public in Singapore to subscribe for and/or purchasethe 2,000,000 Offer Shares at the Invitation Price, subject to and onthe terms and conditions of this Prospectus.

The Placement : The Placement comprises a placement of 90,000,000 PlacementShares, at the Invitation Price, subject to and on the terms andconditions of this Prospectus.

Purpose of the Invitation : Our Directors consider that the listing of our Company and thequotation of our Shares on the SGX-ST will enhance our public imagelocally and internationally and enable us to tap the capital markets tofund our business growth. The Invitation will also provide members ofthe public, our employees, our business associates and others whohave contributed to the success of our Group with an opportunity toparticipate in the equity of our Company.

Listing status : Our Shares will be quoted in Singapore dollars on the SGX-ST, subjectto admission of our Company to the Official List of the SGX-ST andpermission for dealing in, and for quotation of, our Shares beinggranted by the SGX-ST and the Authority not issuing a Stop Order.

Risk factors : Investing in our Shares involves risks which are described, inparticular, but not limited to, in the section entitled “Risk Factors” of thisProspectus.

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PLAN OF DISTRIBUTION

The Invitation

The Invitation is for 92,000,000 Invitation Shares offered in Singapore by way of public offer andplacement comprising 2,000,000 Offer Shares and 90,000,000 Placement Shares, managed by Kim EngCorporate Finance Pte. Ltd. and jointly underwritten by Kim Eng Corporate Finance Pte. Ltd. and UOBKay Hian Private Limited.

The Invitation Price was determined after consultation between our Company, the Vendors, the IssueManager and the Joint Underwriters and Joint Placement Agents and after taking into consideration, interalia, prevailing market conditions and estimated market demand for our Shares. The Invitation Price is thesame for all Invitation Shares and is payable in full on application.

Investors may apply to subscribe for and/or purchase any number of Invitation Shares in integral multiplesof 1,000 Shares. In order to ensure a reasonable spread of Shareholders, we have the absolutediscretion to prescribe a limit to the number of Invitation Shares to be allotted and/or allocated to anysingle applicant and/or to allot and/or allocate Invitation Shares above or under such prescribed limit aswe shall deem fit.

The Public Offer

The Offer Shares are made available to the members of the public in Singapore for subscription and/orpurchase at the Invitation Price. The terms, conditions and procedures for application are described inAppendix F – “Terms, Conditions and Procedures for Application and Acceptance” of this Prospectus.

In the event of an under-subscription for the Offer Shares as at the close of the Application List, thatnumber of Offer Shares not subscribed for and/or purchased shall be made available to satisfy excessapplication for the Placement Shares to the extent that there is an over-subscription for the PlacementShares as at the close of the Application List.

In the event of an over-subscription for the Offer Shares as at the close of the Application List and thePlacement Shares are fully subscribed and/or purchased or over-subscribed as at the close of theApplication List, the successful applications for the Offer Shares will be determined by ballot or otherwiseas determined by our Directors and the Vendors in consultation with the Issue Manager and the JointUnderwriters and Joint Placement Agents and approved by the SGX-ST.

Pursuant to the terms and conditions contained in the Management and Underwriting Agreement signedbetween our Company, the Vendors, the Issue Manager and the Joint Underwriters and Joint PlacementAgents dated 9 February 2010, the Issue Manager has agreed to manage the Public Offer and the JointUnderwriters and Joint Placement Agents have agreed to underwrite the Offer Shares. The JointUnderwriters and Joint Placement Agents may at their absolute discretion, appoint one or more sub-underwriters for the Offer Shares.

The Management and Underwriting Agreement may be terminated by the Issue Manager or the JointUnderwriters and Joint Placement Agents at any time on or prior to the close of the Application List onthe occurrence of certain events including, inter alia, any change, or any development involving aprospective change, in local, national, regional or international, financial (including stock market, foreignexchange market, inter-bank market or interest rates or money market), political, industrial, economic,legal or monetary conditions, taxation or exchange controls (including without limitation, the imposition ofany moratorium, suspension or material restriction on trading in securities generally on the SGX-ST dueto exceptional financial circumstances or otherwise).

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The Placement

Application for the Placement Shares may only be made by way of the Application Forms. The terms andconditions and procedures for application are described in Appendix F – “Terms, Conditions andProcedures for Application and Acceptance” of this Prospectus.

Pursuant to the terms and conditions in the Placement Agreement signed between our Company, theVendors and the Joint Underwriters and Joint Placement Agents dated 9 February 2010, the JointUnderwriters and Joint Placement Agents have agreed to subscribe for and/or procure subscribers for orpurchase and/or procure purchasers for the Placement Shares at the Invitation Price. The JointUnderwriters and Joint Placement Agents shall be at liberty to make sub-placement arrangements inrespect of its obligations under the Placement Agreement.

The Placement Agreement may be terminated by the Joint Underwriters and Joint Placement Agents atany time prior to the dealing of the Placement Shares upon the occurrence of certain events, including,among other things, certain force majeure events. The Placement Agreement will be conditional upon theManagement and Underwriting Agreement not having been terminated or rescinded pursuant to theprovisions of the Management and Underwriting Agreement and the occurrence of certain events,including the fulfilment, or waiver by the SGX-ST, of all conditions contained in the letter of eligibility fromthe SGX-ST for the listing and quotation of our Shares on the Main Board of the SGX-ST.

In the event of an under-subscription for the Placement Shares as at the close of the Application List, thatnumber of Placement Shares not subscribed for and/or purchased shall be made available to satisfyexcess applications for the Offer Shares to the extent that there is an over-subscription for the OfferShares as at the close of the Application List.

Subscribers of our Placement Shares may be required to pay brokerage (and if so required, suchbrokerage will be up to 1.0% of the Invitation Price), as well as stamp duties and other similar charges.

None of our Directors or Substantial Shareholders intends to subscribe for and/or purchase the InvitationShares. To the best of our knowledge as at the Latest Practicable Date, we are unaware of any personwho intends to subscribe for and/or purchase more than 5.0% of the Invitation Shares. However, througha book building process to assess market demand for our Shares, there may be person(s) who mayindicate interest to subscribe for and/or purchase more than 5.0% of the Invitation Shares.

Further, no Shares shall be allotted and/or allocated on the basis of this Prospectus later than six monthsafter the date of registration of this Prospectus by the Authority.

Interests of Underwriters or Financial Advisers

Save for Kim Eng Corporate Finance Pte. Ltd.’s role as the Issue Manager and Joint Underwriter andJoint Placement Agent in connection with the Invitation, and UOB Kay Hian Private Limited’s role as theJoint Underwriter and Joint Placement Agent, we do not have any material relationship with Kim EngCorporate Finance Pte. Ltd. or UOB Kay Hian Private Limited.

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CLEARANCE AND SETTLEMENT

A letter of eligibility has been obtained from the SGX-ST for the listing and quotation of our Shares on theMain Board of the SGX-ST. For the purpose of trading on the SGX-ST, a board lot for our Shares willcomprise 1,000 Shares. Upon listing and quotation on the SGX-ST, our Shares will be traded under thebook-entry settlement system of the CDP, and all dealings in and transactions of our Shares through theSGX-ST will be effected in accordance with the terms and conditions for the operation of securitiesaccounts with the CDP, as amended from time to time.

The CDP, a wholly-owned subsidiary of the SGX-ST, is incorporated under the laws of Singapore andacts as a depository and clearing organisation. The CDP holds securities for its account holders andfacilitates the clearance and settlement of securities transactions between account holders throughelectronic book-entry changes in the securities accounts maintained by such account holders with theCDP.

Our Shares will be registered in the name of the CDP or its nominees and held by the CDP for and onbehalf of persons who maintain, either directly or through depository agents, securities accounts with theCDP. Persons named as direct securities account holders and depository agents in the depositoryregister maintained by the CDP, rather than the CDP itself, will be treated, under the Companies Act andour Articles of Association, as our members in respect of the number of our Shares credited to theirrespective securities accounts.

Persons holding our Shares in a securities account with the CDP may withdraw the number of Sharesthey own from the book-entry settlement system in the form of physical share certificates. Such sharecertificates will not, however, be valid for delivery pursuant to trades transacted on the SGX-ST, althoughthey will be prima facie evidence of title and may be transferred in accordance with our Articles ofAssociation. A fee of S$10.00 for each withdrawal of 1,000 Shares or less and a fee of S$25.00 for eachwithdrawal of more than 1,000 Shares will be payable upon withdrawing our Shares from the book-entrysettlement system and obtaining physical share certificates. In addition, a fee of S$2.00 (or such otheramounts as our Directors may decide) will be payable to our share registrar for each share certificateissued, and stamp duty of S$10.00 is also payable where our Shares are withdrawn in the name of theperson withdrawing our Shares, or S$0.20 per S$100.00 or part thereof of the last-transacted price whereour Shares are withdrawn in the name of a third party. Persons holding physical share certificates whowish to trade on the SGX-ST must deposit with the CDP their share certificates together with the dulyexecuted and stamped instruments of transfer in favour of the CDP, and have their respective securitiesaccounts credited with the number of our Shares deposited before they can effect the desired trades. Afee of S$20.00 is payable upon the deposit of each instrument of transfer with the CDP.

Transactions in our Shares under the book-entry settlement system will be reflected by the seller’ssecurities account being debited with the number of our Shares sold and the buyer’s securities accountbeing credited with the number of our Shares acquired. No transfer stamp duty is currently payable for thetransfer of our Shares that are settled on a book-entry basis.

A Singapore clearing fee for trades in our Shares on the SGX-ST is payable at the rate of 0.04% of thetransaction value, subject to a maximum of S$600.00 per transaction. The clearing fee, instrument oftransfer deposit fees and share withdrawal fee are subject to GST of 7.0% (or such other prevailing ratefrom time to time). Dealings in our Shares will be carried out in Singapore dollars and will be effected forsettlement in the CDP on a scripless basis. Settlement of trades on a normal “ready” basis on the SGX-ST generally takes place on the third Market Day following the transaction date, and payment for thesecurities is generally settled on the following day. The CDP holds securities on behalf of investors insecurities accounts. An investor may open a direct securities account with the CDP or a securities sub-account with a depository agent. A depository agent may be a member company of the SGX-ST, bank,merchant bank or trust company.

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USE OF PROCEEDS AND LISTING EXPENSES

The net proceeds to be raised from the issue and sale of the Invitation Shares (after deducting theestimated Invitation expenses of approximately S$2.0 million) are estimated to be approximately S$18.2million.

Net proceeds from the issue of New Shares

The net proceeds attributable to us from the issue of the New Shares (after deducting our share ofestimated Invitation expenses of approximately S$1.0 million) are estimated to be approximately S$9.1million. We will not receive any proceeds from the sale of the Vendor Shares.

We intend to use the net proceeds for the following purposes:

Amount allocated for each dollar of the proceeds raised

S$ from the Invitationby our Company

Intended Use (in millions) (as a % of the net proceeds from the issue of the New Shares)

Expansion of container depot operations and warehousing space 6.1 67.0%

Expansion of vehicle logistics operations 2.0 22.0%

Working capital 1.0 11.0%

Total 9.1 100.0%

Please refer to the section entitled “Prospects, Strategies and Future Plans” of this Prospectus for moreinformation on our plans above.

Pending the deployment of the net proceeds as aforesaid, the net proceeds from the issue of the NewShares may be added to our Group’s working capital, placed as deposits with banks or financialinstitutions, or used for investment in short-term money market or debt instruments, as our Directors maydeem appropriate in their absolute discretion.

The foregoing discussion represents our Company’s best estimate of its allocation of the net proceedsfrom the issue of the New Shares raised from the Invitation based on its current plans and estimatesregarding its anticipated expenditures. Actual expenditures may vary from these estimates and theCompany may find it necessary or advisable to reallocate the net proceeds within the categoriesdescribed above or to use portions of the net proceeds for other purposes.

In the event that any part of our proposed uses of the net proceeds from the issue of the New Shares donot materialise or proceed as planned, our Directors will carefully monitor the situation and mayreallocate the proceeds to other purposes and/or hold such funds on short-term deposits for so long asour Directors deem it to be in the interest of our Company and our Shareholders, taken as a whole. Anychange in the use of the net proceeds from the issue of the New Shares will be subject to the listing rulesof the SGX-ST and appropriate announcements will be made by our Company on SGXNET.

As and when the funds from the Invitation are materially disbursed, our Company will make periodicannouncements via SGXNET on the use of the net proceeds and will provide a status report on the usethereof in our annual report.

In the opinion of our Directors, no minimum amount must be raised from the Invitation.

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Net proceeds from the sale of Vendor Shares

The net proceeds attributable to the Vendors from the sale of the Vendor Shares (after deducting theVendors’ share of the estimated Invitation expenses of approximately S$1.0 million), are estimated to beapproximately S$9.1 million.

Listing Expenses

The estimated amount of the expenses in relation to the Invitation and the application for listing, isapproximately S$2.0 million. A breakdown of these estimated expenses is as follows:

Amount allocated for each dollar of the proceeds raised

S$ from the Invitation Intended Use (’000) (as a % of the gross proceeds)

Listing Fees 70 0.3

Professional Fees 838 4.2

Underwriting commission(1), placement commission(2)

and brokerage(3) 607 3.0

Miscellaneous expenses 503 2.5

Total 2,018 10.0

Our Company and the Vendors will bear expenses of approximately S$1.0 million and S$1.0 million,respectively in the proportion in which the Invitation Shares are offered by our Company and the Vendors.

Notes:

(1) Pursuant to the Management and Underwriting Agreement, the Joint Underwriters and Joint Placement Agents agreed tounderwrite the Offer Shares for a commission of 2.75% of the Invitation Price for each Offer Share payable by our Companyand the Vendors in the proportion in which the Invitation Shares are offered by our Company and the Vendors.

(2) Pursuant to the Placement Agreement, the Joint Underwriters and Joint Placement Agents agreed to subscribe for and/orpurchase and procure subscribers and/or purchasers for a placement commission of 3.0% of the Invitation Price for eachPlacement Share payable by our Company and the Vendors in the proportion in which the Invitation Shares are offered by ourCompany and the Vendors.

(3) Brokerage will be paid by our Company and the Vendors on the Invitation Shares in the proportion in which the InvitationShares are offered by our Company and the Vendors to members of the SGX-ST, merchant banks and members of theAssociation of Banks in Singapore in respect of accepted applications made on Application Forms bearing their respectivestamps, or to Participating Banks in respect of successful applications made through Electronic Applications at the rate of0.25% of the Invitation Price for each Offer Share for UOB Group and OCBC and 0.5% of the Invitation Price for each OfferShare (subject to a minimum amount of S$10,000) for DBS.

In accordance with applicable accounting standards, a portion of the expenses incurred in connectionwith the Invitation will be treated as a one-time charge in our financial statements, which will affect ourfinancial results for FY2009 and FY2010, approximately S$627,000 of the estimated listing expenses willbe charged to our income statement in FY2009 and approximately S$534,000 of the estimated listingexpenses will be charged to our income statement in FY2010.

Please refer to the section entitled “Plan of Distribution” of this Prospectus for more details on ourmanagement, underwriting and placement arrangements.

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SUMMARY

The information contained in this summary is derived from and should be read in conjunction with, the fulltext of this Prospectus. Because it is a summary, it does not contain all the information that potentialinvestors should consider before investing in our Shares. Potential investors should read this entireProspectus carefully, including the section entitled “Risk Factors” of this Prospectus before making aninvestment decision.

OVERVIEW OF OUR GROUP

Our Company was incorporated in Singapore on 18 June 2007 under the Companies Act as a privatelimited company, under the name Cogent Holding Pte. Ltd.. Our Company was converted to a publiclimited company and the name of our Company was changed to Cogent Holdings Limited in connectiontherewith on 29 January 2010. Our Company is the holding company of our Group.

Business

We are a full-service logistics management service provider. We offer a comprehensive range of logisticsservices and our business operations can be broadly categorised into the following three businesssegments:

(a) Transportation Management Services

We provide transportation management services which include:

� trucking services for both laden and empty containers between the ports and ourwarehouses or other designated destinations; and

� dry hubbing services, which refer to the management of transportation and inventory ofladen containers at dedicated storage facilities pending shipment by our customers, andother ancillary retrieval and transportation services, including the transportation of petroleumand chemical products from Jurong Island.

(b) Warehousing and Container Depot Management Services

We provide warehousing and container depot management services which include:

� packing and drumming and other related ancillary storage services; and

� storage of unladen shipping containers and maintenance and repair works on the containers.

(c) Automotive Logistics Management Services

We provide automotive logistics management services which include the processing, transportationand storage of motor vehicles. We also offer a comprehensive range of ancillary services includingport and customs clearance, vehicular transportation, warehousing and delivery of these motorvehicles.

We are also involved in Export Processing Zone operations which includes de-registration andexport of second-hand motor vehicles and assist the LTA in repossession of cars with outstandingroad taxes and impounding of illegally modified cars.

For more details, please refer to the section entitled “History and Business - Business Overview” of thisProspectus.

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We believe that the following are our competitive strengths:

(a) One of the leading players in the Singapore logistics industry;

(b) Full-service integrated logistics solutions provider;

(c) Diversified logistics services structure;

(d) One of the few Licensed Warehouse and licensed chemical warehouse operators in the Singaporelogistics industry;

(e) Established relationships with our customers; and

(f) Experienced and dedicated management team.

For more details, please refer to the section entitled “History and Business - Competitive Strengths” ofthis Prospectus.

STRATEGIES AND FUTURE PLANS

Our strategies and future plans are as follows:

(a) Increasing our scale of operations;

(b) Expanding overseas through strategic partnerships, acquisitions and joint ventures;

(c) Keeping abreast of systems, software and vehicular improvements and upgrades;

(d) Branding and expanding our marketing network; and

(e) Expanding our range of services provided.

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

OUR CONTACT DETAILS

Our registered office and principal place of business is located at 7 Penjuru Close, #05-00, Singapore608779. Our telephone number is +65 6266 6161 and our facsimile number is +65 6261 5730.

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INVITATION STATISTICS

Invitation Price

NAV

The NAV per Share based on the combined statement of financial position ofour Group as at 30 June 2009:

(a) before adjusting for the estimated net proceeds from the issue of theNew Shares and based on the pre-Invitation share capital of273,000,000 Shares

(b) after adjusting for the estimated net proceeds from the issue of theNew Shares and based on the post-Invitation share capital of319,000,000 Shares

Premium of Invitation Price over the combined NAV per Share as at 30 June2009:

(a) before adjusting for the estimated net proceeds from the issue of theNew Shares and based on the pre-Invitation share capital of273,000,000 Shares

(b) after adjusting for the estimated net proceeds from the issue of theNew Shares and based on the post-Invitation share capital of319,000,000 Shares

Earnings

Historical net EPS of our Group for FY2008 based on the pre-Invitation sharecapital of 273,000,000 Shares

Historical net EPS of our Group for FY2008 based on the pre-Invitation sharecapital of 273,000,000 Shares had the Service Agreements been in effect forFY2008

Price Earnings Ratio

Historical price earnings ratio based on the historical net EPS of our Groupfor FY2008

Historical price earnings ratio based on the historical net EPS of our Grouphad the Service Agreements been in effect for FY2008

Net Operating Cash Flow

Historical net operating cash flow per Share for FY2008 based on the pre-Invitation share capital of 273,000,000 Shares

Price to Net Operating Cash Flow Ratio

Invitation Price to historical net operating cash flow per Share of our Groupfor FY2008 based on the pre-Invitation share capital of 273,000,000 Shares

Market Capitalisation

Market capitalisation based on the post-Invitation share capital of319,000,000 Shares and the Invitation Price

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22.0 cents

5.5 cents

7.6 cents

300.0%

189.5%

2.6 cents

2.5 cents

8.5 times

8.8 times

5.9 cents

3.7 times

S$70.2 million

RISK FACTORS

Prospective investors should carefully consider and evaluate the following considerations and all otherinformation contained in this Prospectus before deciding to invest in our Shares. Some of the followingrisk factors relate principally to the industry in which our Group operates and the business of our Group ingeneral. Other considerations relate principally to general economic and political conditions and thesecurities market and ownership of our Shares, including possible future sales of Shares.

If any of the following considerations and uncertainties develops into actual events, our business, resultsof operations and financial condition could be materially and adversely affected. In such cases, thetrading price of our Shares could decline due to any of these considerations and uncertainties, andinvestors may lose all or part of their investment in our Shares. To the best of our Directors’ belief andknowledge, all the risk factors that are material to investors in making an informed judgement have beenset out below.

RISKS RELATING TO OUR INDUSTRY AND BUSINESS

Economic conditions globally may adversely impact us

We are mainly involved in the provision of transportation management services, warehousing andcontainer depot management services and automotive management services which are dependent onthe general global economy. The global financial markets have experienced, and may continue toexperience, volatility and liquidity disruptions, which have resulted in the consolidation, failure or nearfailure of a number of institutions in the banking and insurance industries. These and other related eventshave had a significant impact on the global capital markets associated not only with asset-backedsecurities but also with the global credit and financial markets as a whole. These events have resulted ina general fall in demand for international trade, transportation, and container depot managementbusiness, increased difficulty in borrowing from financial institutions, and an increased risk of counterpartydefault.

The economic slowdown has generally resulted in lower storage turnover in our warehouse and storagefacilities, and lowered demand and volume in our ground handling and transportation managementservices, thereby negatively impacting our business and results of operations. The global economiccondition has also affected the typically cyclical Singapore real estate and automotive industry.

Any sharp increase in the rental of industrial properties when our leases are due for renewal or rentalrevision would adversely impact our operational costs and results of operations. Should our landlordselect to revise our rental rates upwards and we are unable to pass on such rental increments on to oursub-lessees, our operational expenses would increase and our profit margins would be adversely affectedas we derive a significant portion of our income under our warehousing operations from the sub-letting ofwarehousing premises to third parties.

In addition, any fluctuation in vehicle prices may also adversely impact our results of operations. Whenmarket demand for cars decrease, our customers’ demand for our automotive logistics managementservices will correspondingly decrease. In addition, an increased number of motorists may elect to retaintheir motor vehicles for a longer period in light of the current economic climate to conserve funds. Assuch, the volume of second-hand export cars processed by our Export Processing Zone operations mayalso decrease, thereby adversely affecting our financial position and results of operations.

We are dependent on a few of our major customers

For FY2006, FY2007, FY2008 and 1H2009, our top five customers accounted for approximately 28.3%,34.8%, 42.0% and 35.5% of our revenue, respectively. Please refer to the section entitled “History andBusiness - Major Customers” of this Prospectus for further details. We believe that a significant portion ofour revenue will continue to be dependent on these customers. Any material decrease in demand for ourservices, non-renewal of existing contracts or termination of services by these customers may adverselyaffect our results of operations.

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A significant portion of our income is dependent on our established relationships with certain keycustomers such as Keppel Logistics, A.P. Moller – Maersk A/S, The Polyolefin Company(S) Pte. Ltd. andMOL (Singapore) Pte. Ltd. We do not enter into exclusive service agreements and our customers are freeto engage the services of our competitors following the expiration of our service agreements. In 2009, ourcontracts with Keppel Logistics relating to the provision of warehousing management services andtransportation management services were not renewed upon their expiry. The non-renewal of thecontracts with Keppel Logistics led to a decrease in revenue attributable to Keppel Logistics, bringing itspercentage of revenue contribution down from approximately 23.1% for 1H2008 to 13.1% for 1H2009.Keppel Logistics has been a major customer since July 2007 and accounted for approximately 7.9% and21.2% for FY2007 and FY2008, respectively. For more details, please refer to the section entitled “Historyand Business – Major Customers” of this Prospectus. Although we have managed to secure a newcontract with Keppel Fels to provide transportation management services, in particular seaport clearanceand local trucking services, we are unable to assure you that we will be able to continue or to provideadditional services to replace the non-renewal of our contract with Keppel Logistics as the renewal of ourcontracts and service agreements are dependent on several factors such as goodwill, supply anddemand, competitive rates, quality of service and general economic conditions. We cannot assure youthat we will be able to retain our key customers in the future. In the event any of our key customersterminate our services, our income, profitability and financial performance would be adversely affected.

We are dependent on our key management personnel

Mr Tan Yeow Khoon, our Executive Chairman and CEO, Mr Edwin Tan Yeow Lam, our Managing Directorand Mr Tan Kok Sian, our Director of Business Development, have been instrumental in the growth anddevelopment of our Company. We believe that our continued growth and success will be dependent uponour ability to retain our key management personnel. The loss of any of our key management personnelwithout any timely and suitable qualified replacements, or the inability to attract, hire and retain suitablecandidates may have an adverse effect on our business and results of operations.

We may be adversely affected by the excess supply of available warehousing space and premisesin Singapore

Our results of operations may be adversely affected by the demand and supply of available warehousingspace. The increase in availability of warehousing space and facilities in Singapore in recent years hasresulted in intense competition locally. In addition, declining property prices may encourage ourcustomers to acquire their own warehouses, as opposed to sub-leasing from us or employing ourwarehousing management services, all of which may also result in a decline in demand for ourwarehouses. In the event of excess supply of available warehousing premises or cheaper alternatives inSingapore, our business and results of operations may be adversely affected by the decrease in demandfor our warehousing management services.

We may not be able to ensure timely renewal of our leases and licences

Our licences and a significant portion of the leases we enter into with our landlords are generally short-term in nature, and will be expiring within the next two to three years. For example, the lease for ourwarehouse at 20 Tuas South and our licences for 9B Benoi Sector and 210 Turf Club are up for renewalin FY2010, our licence for Private Lot A0848003 Tanjong Kling is up for renewal in FY2011 and theleases for our warehouses at 6 Jalan Papan and 8 Penjuru Road are up for renewal in FY2012. Pleaserefer to the section entitled “History and Business – Properties and Fixed Assets” of this Prospectus forfurther details of the tenures of these leases and licences. The leases and licences which are expiring inFY2010, FY2011 and FY2012 account for an aggregate of approximately 14.4% and 20.3% of ourGroup’s total revenue in FY2008 and 1H2009, respectively. We are currently in negotiations with ourlandlords on the terms of renewal and we cannot assure you that we will be able to renew our leasesand/or licences on commercially favourable terms, if at all. In the event that our leases and/or licences arenot renewed and/or we are unable to find suitable replacement premises or at reasonable rates, ourbusiness would be disrupted and our financial results may be adversely affected.

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We may not be able to obtain adequate financing for working capital and our future growth plans

We may face difficulties in obtaining adequate or sufficient financing in a volatile financial market wherefinancial institutions may be increasingly cautious when extending credit facilities to fund our workingcapital, operational requirements and future growth. Please see the section entitled “Management’sDiscussion and Analysis of Results of Operations and Financial Condition – Liquidity and CapitalResources” for further details of our bank borrowings. We cannot assure you that we will be able to obtainsufficient financing, on a short-term or long-term basis, or on favourable commercial terms, if at all. In theevent we are unable to obtain sufficient financing, our cashflow and financial position will be adverselyaffected.

We are exposed to the risk of our customers defaulting under our credit terms and on their rentalpayments

In light of the current global economic climate, many organisations may be experiencing cashflow andliquidity constraints and difficulty in obtaining loans or financing from financial institutions. Although wecurrently extend credit terms ranging from 30 days to 60 days to our customers for services renderedfrom the date of invoice, actual repayment may now take longer, if at all. In the event of a prolongedperiod of non-payment or a default in payment, our cashflow and results of operations will be adverselyaffected. In addition, a significant portion of our income under our warehousing management services,which amounted to approximately 65.9% in FY2008 and 74.9% in 1H2009 is derived from the sub-lettingof warehousing premises to third parties. As our sub-lessees may similarly encounter difficulties inensuring timely payment of their rental payment or even default in payment, our results of operations andfinancial performance would be adversely affected in the event our sub-lessees default on their rentalpayment.

We operate in a highly competitive industry

We operate in a competitive and fragmented industry characterised by several market players offering adifferent spectrum of logistics services to various customers. Our success depends on our ability toprovide our customers with a one-stop comprehensive range of services at competitive prices, minimisingthe need to employ different logistics companies to cater to their different needs and servicerequirements. We are constantly reviewing our processes and range of services to ensure that we delivertechnologically advanced, quality and cost-effective services. However, market competitors may pricetheir services lower than ours to attract customers. We cannot assure you that we will be able to competesuccessfully and retain customers in the future and our failure to remain competitive would adverselyaffect our business and results of operations.

We are exposed to general fluctuation in fuel prices

Our logistics business is transportation intensive and is therefore exposed to the effects of fluctuation infuel prices. Fuel costs accounted for approximately 10.4%, 7.8%, 6.9% and 3.2% of the Group’s revenuein FY2006, FY2007, FY2008 and 1H2009, respectively. Any significant increase in fuel prices globally willresult in a direct increase in our operational costs, adversely affecting our profit margin. Although we maylevy fuel surcharges from time to time, our logistics business will continue to be transportation intensive.We cannot assure you that we will be able to pass on the increase in fuel prices to our customers oroffset the effects of any future increase in fuel prices.

We handle hazardous materials on a daily basis

As part of our warehousing and transportation operations, we are involved in the packing and drummingof hazardous chemicals and chemical compounds on-site. Although we constantly ensure that we are incompliance with prevailing governmental and regulatory safety procedures and requirements, there willstill be risks of contamination, chemical spillage, chemical erosion and accidents or injury whether duringthe storage and/or transportation stage. Any damages caused or injuries sustained as a result of thestorage or transportation of these hazardous materials may result in the payment of damages, reparationcosts and/or compensation. In the event we are required to make such payments, our profitability andresults of operations would be adversely affected.

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Our businesses are subject to governmental and regulatory requirements

We are subject to local regulatory and licensing requirements in relation to the operation of ourwarehouses, transportation services, container depot management business as well as generalcompliance requirements for companies and businesses operating in Singapore. For example, as we arealso involved in the storage and packing of chemical substances and compounds (some of which may ormay not be hazardous) on our premises, we are required to strictly adhere to the guidelines and licensingrequirements of the NEA to prevent any environmental contamination. We are also required to complywith the fire safety requirements of the SCDF. In addition, any changes in (or to the interpretation orapplication of) laws, regulations, rules, codes, guidelines, directives, policies or other requirementsapplicable to us may adversely affect our business. In particular, decisions by the relevant governmentaland/or regulatory authorities or agencies relating to the grant, maintenance, cancellation, amendment orrenewal of our licences may adversely affect our business and operations. As such, although we havebeen compliant, we cannot assure you that our licences will not be revoked.

We are dependent on our electronic management systems

We are dependent on our electronic management systems such as our container trucking managementsystem, warehouse management system, container depot management system and vehicle trackingsystem. Our electronic management systems will be susceptible to system failures, network and powerdisruptions or other factors beyond our control. Although we update our software and conduct systemschecks regularly, we cannot assure you that we will able to rectify or resolve system failures or disruptionsin a timely and cost effective manner. In such an event, our business will be adversely affected.

Failure to keep pace with technological advancements and design improvements may adverselyaffect our competitiveness

We operate in a competitive environment where cost-effectiveness, efficiency and the range of servicesprovided are important factors to our customers. Effective and efficient electronic management systemsare important in streamlining our operations and maximising work efficiency. As the demands and needsof our customers become increasingly sophisticated, our operating systems and processes would need tobe adjusted accordingly, and our transportation vehicles would need to be increasingly versatile, in orderfor us to remain competitive. Failure to keep abreast of technological advancements in operating ormanagement systems, or the inability to provide design enhanced transportation vehicles to cater to ourcustomers’ specifications may render us less competitive. In the event that we lose our competitive edge,our business, results of operation and prospects will be adversely affected.

Currently, our business is concentrated solely on the Singapore logistics market

We are a Singapore-incorporated company and all our businesses and operations are based inSingapore. We do not have any overseas operations nor offer any cross-border carrier services. As aresult, our business and revenue are reliant on the demand of logistics services locally. Although we havediversified our operations to include automotive logistics management services and are one of the fewcompanies who operate Licensed Warehouses under the Customs Act under which we are licensed tostore dutiable motor vehicles, a significant portion of our income is still dependent on our transportation,warehousing and container depot management services. In the event that there is a decrease in demandlocally for logistics services or failure to maintain our competitive edge within the industry, our business,results of operations and financial position will be adversely affected.

We may encounter delays and disruptions in our logistics operations

In the logistics industry, timely delivery is important to our customers. We may experience machinery orvehicular breakdowns, adverse weather or traffic conditions, electronic management system failures orcontainer backlogs, all of which will contribute to a prolonged lead time for delivery. In the event of suchdelays in delivery, we may incur penalty costs for failure to ensure timely delivery or be required tocompensate our customers for any losses they may sustain as a result of such delays. Any suchpayments will result in an increase in our operational costs and adversely affect our profitability. Inaddition to monetary penalties, our reputation may also be affected when we are unable to meet ourcustomer’s specifications, which may result in a decline in business opportunities. The occurrence of suchevents will adversely affect our business, results of operations and financial performance.

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We may be involved in legal and other proceedings from time to time

Due to the nature of our business, we may be involved in disputes with various parties from time to time,such as our customers, other transportation companies or logistics operators. These disputes may resultin legal or other proceedings and therefore cause disruption and delays to our business, in addition to theadditional costs that may be incurred in the settlement or resolution of such disputes. We may also havedisagreements with regulatory bodies in the course of our operations, where we may be subject toadministrative proceedings and/or unfavourable orders, directives or decrees that may result in financiallosses. In the event we are unable to resolve such disputes or proceedings in a timely manner or at all,our business, operations and results of operations will be adversely affected. Please refer to the sectionentitled “General and Statutory Information – Litigation” of this Prospectus for further details.

We may not have sufficient insurance coverage against risks of loss and liability

We are principally involved in the provision of logistical support that involves the transportation andstorage of cargoes. During the transportation and storage process, we may be subject to the risk ofmechanical or vehicular failures which may result in damage to the cargo, mis-delivery or even non-delivery while such cargoes are within our control and possession. In addition, our warehousing andstorage premises may also be subject to the risk of fire, theft and possible contamination. Although ourDirectors believe we have sufficient insurance coverage in accordance with industry standards andbusiness practices and although we may be required to increase our insurance coverage whennecessary, we cannot assure you that our existing insurance coverage will be sufficient to indemnify usagainst all such losses. Please refer to the section entitled “History and Business - Insurance” of thisProspectus for further details.

We may be affected by the fluctuation in interest rates

As at 1 November 2009, we had total consolidated debt of approximately S$37.5 million. Approximately5.8% of the debt bears fixed interest rates and the rest bears floating interest rates. As a result, theinterest costs we incur for debt with floating interest rates are dependent on the fluctuations in interestrates. We have not entered into any hedging transactions to mitigate the risk of interest rate fluctuations.As a result, fluctuations in interest rates could increase our interest costs and adversely affect our cashflow, financial condition and results of operations.

An outbreak of communicable or virulent diseases may have an adverse effect on us

An outbreak of communicable or virulent diseases, if uncontrolled, could have a material adverse effecton the global economy, which would in turn have a material adverse effect on our business, financialcondition, prospects and results of operations.

RISKS RELATING TO AN INVESTMENT IN OUR SHARES

Our Executive Directors will hold in aggregate 71.2% of our Company’s share capital after theInvitation, which may limit the ability of Shareholders to influence decisions that requireShareholders’ approval

Following the completion of this Invitation, our Executive Directors will hold in aggregate approximately71.2% of the Shares. Accordingly, our Executive Directors will continue to exercise significant influenceover our matters that require Shareholders’ approval. This concentration of ownership could result in adelay or prevention of a change in control in the Company or otherwise discourage a potential take-overbid by potential buyers.

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There may be volatility in the price of our Shares

Prior to the Invitation, there has been no public market for our Shares. We cannot assure you that anactive trading market for our Shares will develop, if at all. Even if an active market develops, the tradingprice of our Shares may be volatile and may fluctuate significantly in response to, inter alia, the followingfactors, some of which are beyond our control:

� variations in our operating results;

� changes in market valuations of similar companies;

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

� fluctuations in the stock market and global economy;

� the successful implementation of our growth strategy;

� the employment or departures of key personnel;

� any involvement in litigation; and

� changes in securities analysts’ recommendations, perceptions or estimates of our financialperformance.

The actual performance of our Group and business may differ materially from the forward-lookingstatements in this Prospectus

This Prospectus contains forward-looking statements, which are based on a number of assumptionswhich are subject to significant uncertainties and contingencies, many of which are outside 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 a global economicslowdown, increased competition within the industry or changes in applicable laws and regulations. Wecannot assure you that these assumptions will be realised and our actual performance will be asprojected.

Shareholders may experience immediate and substantial dilution

The Invitation Price of our Shares is substantially higher than the NAV based on our post-Invitation issuedshare capital. If we were liquidated immediately following the Invitation, each investor subscribing to thisInvitation will receive less than the Invitation Price paid. Please refer to the section entitled “Dilution” ofthis Prospectus for further details.

In addition, should we elect to raise funds in the future through the issuance of new Shares, existingShareholders who do not or are unable to subscribe or participate in such fund raising exercises willexperience a dilutive effect on their shareholdings.

Any substantial disposal or sale of our Shares may adversely impact the price of our Shares

Any substantial disposal or sale of our Shares in the future may exert a downward pressure on the priceof our Shares. The sale of a substantial number of Shares after the Invitation, or the perception that suchsales may occur, could adversely affect the price of our Shares and affect our future ability to raise fundsthrough equity or equity-related securities in the future.

Save as disclosed in the section entitled “Moratorium” of this Prospectus, there are no restrictions on ourDirectors to dispose of their Shares.

An active trading market for our Shares may not develop and their trading price may fluctuatesignificantly

Prior to the Invitation, there has been no public market for our Shares. Although an application has beenmade to the SGX-ST for the listing and quotation of our Shares on the Main Board of the SGX-ST, therecan be no assurance that there will be a liquid public market for our Shares after the Invitation. If anactive public market for our Shares does not develop after the Invitation, the market price and liquidity ofour Shares may be adversely affected.

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Singapore law contains provisions that could discourage a take-over of our Company

We are subject to the Singapore Code of Take-Overs and Mergers (the “Singapore Take-Over Code”).The Singapore Take-Over Code contains provisions that may delay, deter or prevent a future take-over orchange in control of our Company. Under the Singapore Take-Over Code, any person acquiring aninterest, either individually or together with parties acting in concert, in 30.0% or more of our votingshares must extend, except with the consent of the Securities Industry Council a take-over offer for ourremaining voting shares in accordance with the Singapore Take-Over Code. A take-over offer is alsorequired to be made if a person holding between 30.0% and 50.0% inclusive of the voting rights in ourCompany, either individually or in concert, acquires an additional 1.0% of our voting shares in any six-month period under the Singapore Take-Over Code. While the Singapore Take-Over Code seeks toensure an equality of treatment among Shareholders, its provisions may discourage certain types oftransactions involving an actual or threatened change of control of our Company.

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DIVIDEND POLICY

Our subsidiary, SHCL, declared and paid dividends amounting to S$1,000,000, S$500,000, S$1,500,000and S$5,000,000 in respect of FY2006, FY2007, FY2008 and FY2009, respectively. Save as disclosedabove, we have not paid any dividends for the Period under Review.

We currently do not have a formal dividend policy. However, we intend to recommend and distributedividends of at least 50% of our profits attributable to Shareholders in FY2009 and at least 20% of ourprofits attributable to Shareholders in FY2010 (the “Proposed Dividends”). Depending on our Group’scash requirements, we may distribute the Proposed Dividends on a quarterly basis after the end of eachrespective financial year. Investors should note that the foregoing statement on the Proposed Dividends ismerely a statement of our present intention and shall not constitute a legally binding obligation on ourCompany or legally binding statement in respect of our future dividends which may be subject tomodification (including reduction or non-declaration thereof) at our Directors’ sole and absolute discretion.Investors should not treat the Proposed Dividends as an indication of our Group’s future dividend policy.No inference should or can be made from any of the foregoing statements as to our actual futureprofitability or ability to pay dividends in any of the periods discussed.

There can be no assurance as to the form, amount or timing of any future dividends that will be paid (ifany).

Any declaration and payment of dividends will depend upon our Group’s operating results, financialconditions, other cash requirements including capital expenditures, the terms of borrowing arrangements(if any), and other factors deemed relevant by our Directors. Any final dividends paid by us must beapproved by an ordinary resolution of our Shareholders at a general meeting and must not exceed theamount recommended by our Directors. Our Directors may, without the approval of our Shareholders,also declare an interim dividend. We must pay all dividends out of profits or pursuant to the CompaniesAct.

Information relating to taxes payable on dividends are set out in the section entitled Appendix D –“Singapore Taxation” of this Prospectus.

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CAPITALISATION AND INDEBTEDNESS

The following table shows our cash and cash equivalents, capitalisation and indebtedness as at1 November 2009:

(i) based on our unaudited management accounts as at 1 November 2009; and

(ii) as adjusted for the net proceeds from the issue of the 46,000,000 New Shares (after deducting theestimated expenses in relation to the Invitation).

You should read this table in conjunction with the combined financial statements of our Group set out inAppendix A and Appendix B of this Prospectus and the section entitled “Management’s Discussion andAnalysis of Results of Operations and Financial Condition - Liquidity and Capital Resources” of thisProspectus.

As adjusted for the net proceeds

As at from the issue of1 November 2009 the New Shares

(S$’000) (S$’000)

Cash and bank balances 13,408 22,519

Short-term indebtedness:

Bank overdraft 4,996 4,996Secured and guaranteed bank loans 2,218 2,218Unsecured and guaranteed bank loans 1,171 1,171Finance leases 1,428 1,428

9,813 9,813

Long-term indebtedness:

Secured and guaranteed bank loans 23,523 23,523Unsecured and guaranteed bank loans 3,450 3,450Finance leases 749 749

27,722 27,722

Total indebtedness 37,535 37,535

Total shareholders’ equity 18,283 27,394

Total capitalisation and indebtedness 55,818 64,929

As at 1 November 2009, our cash and bank balances amounted to approximately S$13.4 million, of whichapproximately S$0.9 million was pledged as securities to the banks.

As at 1 November 2009, our Group has total banking facilities of approximately S$50.2 million. Theycomprise mainly overdrafts, term loans, hire purchase facilities, trade financing lines and bankguarantees. Our banking facilities are secured by one or several of (i) fixed deposits maintained withbanks; (ii) fixed and floating charges over assets and trade receivables; (iii) guarantees from ourExecutive Chairman and CEO, Mr Tan Yeow Khoon and our Managing Director, Mr Edwin Tan Yeow Lam;and (iv) mortgages over certain of our properties. Please refer to the sections entitled “History andBusiness - Properties and Fixed Assets” and “Interested Person Transactions and Conflicts of Interests -Present and On-going Interested Person Transactions” of this Prospectus for more information on theguarantees and mortgages, respectively.

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The interest rate for the bank overdrafts ranges from the respective bank’s prime rate per annum to3.00% per annum above the respective bank’s prime lending rate. The interest rate for the trade financinglines is pegged at 0.75% per annum over the respective bank’s prime lending rate. Certain trade financinglines are charged based on the relevant bank’s prevailing commissions/charges. Bank guarantees arecharged based on 1.00% of the full amount of performance guarantee.

As at 1 November 2009, we have outstanding hire purchase facilities amounting to approximately S$2.2million.

Contingent Liabilities

As at the Latest Practicable Date, we had contingent liabilities amounting to approximately S$7.1 million.These contingent liabilities relate mainly to bankers’ guarantees granted in relation to, inter alia, leasesand licences entered into for our properties, our Export Processing Zone agreements and our operatingaccounts with PSA.

Please refer to the section entitled “Management’s Discussion and Analysis of Results of Operations andFinancial Condition” of this Prospectus for further information.

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DILUTION

Dilution is the amount by which the Invitation Price paid by the subscribers and/or purchasers of ourInvitation Shares in this Invitation exceeds the NAV per Share after adjusting for the Invitation.

NAV per Share as at 30 June 2009, before adjusting for the net proceeds from the issue of the NewShares and based on the pre-Invitation share capital of 273,000,000 Shares is 5.5 cents.

Pursuant to the Invitation in respect of 46,000,000 New Shares at the Invitation Price, our NAV per Shareafter adjusting for the estimated proceeds due to us from the Invitation and after adjusting for anydisposal or acquisition which occurred between 30 June 2009 and the date of registration of thisProspectus, based on the post-Invitation share capital of 319,000,000 Shares is 11.8 cents. Thisrepresents an immediate increase in NAV per Share of 6.3 cents to our existing Shareholders and animmediate dilution in NAV per Share of 10.2 cents or approximately 46.4% to our new investors. Thefollowing table illustrates the dilution per Share:

Cents

Invitation Price per Share 22.0

NAV per Share based on the pre-Invitation share capital of 273,000,000 Shares 5.5

Increase in NAV per Share attributable to existing Shareholders 6.3

Adjusted NAV per Share after the Invitation and after adjusting for any disposal or acquisition which occurred between 30 June 2009 and the date of registration of this Prospectus 11.8

Dilution in NAV per Share to new investors 10.2

The following table summarises the total number of Shares issued by us, the total consideration paid andthe average price per Share paid by our Directors and Substantial Shareholders and by our new investorsin this Invitation.

Number of Total Average priceShares Consideration per Share

(S$) (cents)

Tan Yeow Khoon 200,109,000 13,402,733 6.70

Edwin Tan Yeow Lam 72,891,000 4,882,032 6.70

New Investors 46,000,000 10,120,000 22.0

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SELECTED COMBINED FINANCIAL INFORMATION

The following selected financial information should be read in conjunction with the full text of thisProspectus, including the sections entitled “Management’s Discussion and Analysis of Results ofOperations and Financial Condition” and the “Independent Auditors’ Report and CombinedFinancial Statements for the Years ended 31 December 2006, 2007 and 2008” and the “IndependentAuditors’ Review Report and Combined Interim Condensed Financial Statements for the SixMonths ended 30 June 2009” as set out in Appendix A and Appendix B of this Prospectus, respectively.

OPERATING RESULTS OF OUR GROUP(1)

Audited Unaudited

FY2006 FY2007 FY2008 1H2008 1H2009S$’000 S$’000 S$’000 S$’000 S$’000

Revenue 27,463 37,160 60,118 27,432 29,417

Other operating income 1,013 586 1,461 428 707

Cost of services (14,294) (20,489) (30,836) (14,797) (13,953)

Excess of fair values of net identifiable assets over cost of acquisition – – 52 – –

Employee benefits expense (7,235) (9,121) (12,121) (6,102) (5,794)

Depreciation (2,778) (3,072) (4,340) (1,928) (2,798)

Changes in fair value of investment properties 258 510 (44) – (156)

Other operating expenses (1,999) (2,560) (3,550) (1,635) (1,864)

Finance costs (651) (870) (1,941) (893) (888)

Share of loss of associate (5) (19) – – –

Profit before tax 1,772 2,125 8,799 2,505 4,671

Income tax expense (486) (301) (1,796) (533) (936)

Profit for the year 1,286 1,824 7,003(2) 1,972 3,735

EPS (based on the pre-Invitation share capital)(cents)(3) 0.5 0.7 2.6(2) 0.7 1.4

EPS (based on the post-Invitation share capital)(cents)(4) 0.4 0.6 2.2(2) 0.6 1.2

Notes:

(1) The combined operating results of our Group for the Period under Review have been prepared on the basis that our Grouphas been in existence throughout the Period under Review.

(2) Had the Service Agreements (set out in the section entitled “Directors, Executive Officers and Staff – Service Agreements” ofthis Prospectus) been in place with effect from 1 January 2008, the profits after tax for FY2008 would have beenapproximately S$6.7 million, and the EPS would have been approximately 2.5 cents and 2.1 cents based on the pre- andpost-Invitation share capital, respectively.

(3) For comparative purposes, EPS (based on the pre-Invitation share capital) for the periods under review is computed basedon the net profit attributable to Shareholders and the pre-Invitation share capital of 273,000,000 Shares.

(4) For comparative purposes, EPS (based on the post-Invitation share capital) for the Period under Review is computed basedon the net profit attributable to Shareholders and the post-Invitation share capital of 319,000,000 Shares.

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FINANCIAL POSITION OF OUR GROUP(1)

Audited Unauditedas at as at

31 December 30 June2008 2009

S$’000 S$’000

ASSETS

Current AssetsCash and bank balances 5,324 13,935Trade receivables 16,075 13,365Other receivables 2,909 3,116Held-for-trading investments 23 16

24,331 30,432Investment property held-for-sale 1,500 –

Total current assets 25,831 30,432

Non-current AssetsProperty, plant and equipment 50,713 48,915Investment property 556 400Other investment 36 36

Total non-current assets 51,305 49,351

Total Assets 77,136 79,783

LIABILITIES AND EQUITY

Current LiabilitiesBank overdrafts and loans 23,140 4,710Current portion of finance leases 2,240 1,921Trade payables 6,050 6,281Other payables 17,268 13,539Income tax payable 2,029 2,019

Total current liabilities 50,727 28,470

Non-Current LiabilitiesBank loans 7,887 28,287Finance leases 1,357 1,002Loan from related party – 6,000Deferred tax liabilities 880 1,004

Total non-current liabilities 10,124 36,293

Total Liabilities 60,851 64,763

Capital and ReservesShare capital 500 500Accumulated profits 15,785 14,520

Total equity 16,285 15,020

Total Liabilities and Equity 77,136 79,783

Net Assets 16,285 15,020

NAV per Share (cents)(2) 6.0 5.5

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Notes:

(1) The financial positions of our Group for the Period under Review have been prepared on the basis that our Group has been inexistence throughout the Period under Review.

(2) NAV per Share has been computed based on the net assets as at 31 December 2008 and 30 June 2009, respectively, andthe pre-Invitation share capital of 273,000,000 Shares.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONSAND FINANCIAL CONDITION

The following discussion of our results of operations and financial position should be read in conjunctionwith the “Independent Auditors’ Report and Combined Financial Statements for the Years ended 31December 2006, 2007 and 2008” and the “Independent Auditors’ Review Report and CombinedInterim Condensed Financial Statements for the Six Months ended 30 June 2009” as set out inAppendix A and Appendix B of this Prospectus, respectively. This discussion and analysis containsforward-looking statements that involve risks and uncertainties. Our Group’s actual results may differsignificantly from those projected in the forward-looking statements. Factors that might cause futureresults to differ significantly from those projected in the forward-looking statements include, but are notlimited to, those discussed below and elsewhere in this Prospectus, particularly in the section entitled“Risk Factors” of this Prospectus.

BASIS OF PREPARATION

The combined financial statements of our Group for FY2006, FY2007, FY2008 and 1H2009 wereprepared on a combined basis as if the current Group structure had been in existence throughout thePeriod under Review.

In connection with the Invitation, we undertook the Restructuring Exercise to streamline and rationaliseour Group structure. Please refer to the section entitled “Restructuring Exercise” of this Prospectus fordetails.

OVERVIEW

We are a Singapore-based full-service logistics management service provider. We offer a comprehensiverange of logistics services and our business operations can be broadly categorised into the followingthree business segments:

(i) Transportation Management Services, which focuses mainly on providing transportation servicesin Singapore for laden and empty containers and other cargoes using our own fleet oftransportation vehicles. Our extensive fleet includes prime movers, trailers and trucks in varioussizes and varieties which gives us the flexibility in asset deployment and economies of scale. Wealso provide dry hubbing logistics solutions for our customers by assisting with the management oftransportation and inventory of laden containers at dedicated storage facilities pending shipment;

(ii) Warehousing and Container Depot Management Services, which focuses mainly on rental ofwarehousing storage spaces to third parties and provision of warehousing services such aspacking, stuffing and unstuffing and palletisation. We also provide chemical drumming services toour petrochemical related customers as part of our warehousing services. In terms of containerdepot management services, we provide integrated container services such as storage of emptycontainers, handling, washing and repair to leading shipping lines and container leasingcompanies; and

(iii) Automotive Logistics Management Services, which focuses mainly on providing a broad rangeof ancillary services such as vehicular storage, vehicular transportation, port clearance and freightmanagement in support of the automotive industry. We also provide Export Processing Zoneoperations which includes de-registration and export of second-hand motor vehicles. Furthermore,we assist the LTA in the repossession of cars which have outstanding road taxes and theimpounding of illegally modified cars, and the Singapore Police Force in the removal and towing ofaccident vehicles to designated police pounds. We also offer repossession of motor vehicles andvehicle grooming services to finance companies.

Please refer to the section entitled “History and Business” of this Prospectus for further details of ourbusiness activities.

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Revenue

Our revenue is driven by contributions from our three business segments. The breakdown of our revenueby business segments for FY2006, FY2007, FY2008, 1H2008 and 1H2009 is set out below for reference:

Revenue FY2006 FY2007 FY2008 1H2008 1H2009S$’000 % S$’000 % S$’000 % S$’000 % S$’000 %

Transportation Management Services 15,611 56.8 18,475 49.7 24,607 40.9 12,503 45.6 8,907 30.3

Warehousing and Container Depot Management Services 11,852 43.2 18,685 50.3 32,428 53.9 14,929 54.4 16,374 55.7

Automotive Logistics Management Services (1) – – – – 3,083 5.2 – – 4,136 14.0

Total 27,463 100.0 37,160 100.0 60,118 100.0 27,432 100.0 29,417 100.0

Note:

(1) Revenue for automotive logistics management services for the period from August 2008 to December 2008.


Our transportation management services segment comprises the following two channels:

(i) Transportation services, which refers to the provision of transportation services through our fleet ofmore than 100 prime movers, trucks and lorries and more than 400 trailers, and transport-relatedhandling services such as trade and inbound customs documentation services; and

(ii) Dry hubbing services, which refers to the management of transportation and inventory of ladencontainers at dedicated storage facilities pending shipment by our customers.

Revenue is recognised upon the completion and delivery of services to our customers.

Total revenue breakdown by the two main channels for FY2006, FY2007, FY2008, 1H2008 and 1H2009are as follows:

Revenue FY2006 FY2007 FY2008 1H2008 1H2009Business S$’000 % S$’000 % S$’000 % S$’000 % S$’000 %Channel

Transportation services 15,435 98.9 18,172 98.4 24,208 98.4 12,227 97.8 8,592 96.5

Dry hubbing services 176 1.1 303 1.6 399 1.6 276 2.2 315 3.5

Total revenue 15,611 100.0 18,475 100.0 24,607 100.0 12,503 100.0 8,907 100.0

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Our warehousing and container depot management services segment comprises two main channels,namely (i) warehousing management services; and (ii) container depot management services. Eachchannel can be further segmented into the following different service categories:

Warehousing Management Services

(a) Warehousing rental, which refers to the rental of warehousing space and open yards to thirdparties; and

(b) Warehousing services, which refers to the provision of warehousing handling services such aspacking, stuffing and unstuffing of containers, forklift handling, labeling, and palletisation. We alsoprovide chemical drumming services for our customers from the petrochemical industry.

Container Depot Management Services

(a) Container handling and storage, which refers to the provision of services such as surveying,stacking and lifting of the containers; and

(b) Container washing and repair on-site at our depot for incoming containers, damaged containers orcontainers which require refurbishment.

Revenue for the service segments are recognised upon the completion of services rendered for containerdepot and warehousing services; while revenue from warehousing rental and container storage arerecognised over the term of lease contracts or agreements, which ranges up to 24 months.

Total revenue breakdown by the two channels for FY2006, FY2007, FY2008, 1H2008 and 1H2009 are asfollows:

Revenue FY2006 FY2007 FY2008 1H2008 1H2009Business S$’000 % S$’000 % S$’000 % S$’000 % S$’000 %Channel


Warehousing rental 3,233 27.3 6,290 33.7 13,284 41.0 6,243 41.8 6,825 41.7

Warehousing services 1,695 14.3 2,288 12.2 6,860 21.2 2,707 18.2 2,286 14.0

Total 4,928 41.6 8,578 45.9 20,144 62.2 8,950 60.0 9,111 55.7


Container handling and storage 5,040 42.5 6,532 35.0 7,127 22.0 3,434 23.0 4,069 24.9

Container washing and repair 1,884 15.9 3,575 19.1 5,157 15.8 2,545 17.0 3,194 19.4

Total 6,924 58.4 10,107 54.1 12,284 37.8 5,979 40.0 7,263 44.3

Total revenue 11,852 100.0 18,685 100.0 32,428 100.0 14,929 100.0 16,374 100.0


This segment generates revenue from the provision of vehicle related storage, vehicular transportation,port and customs clearance and freight management services. Revenue from the provision of suchservices is recognised upon the completion and delivery of services to our customers. We entered intothis business in August 2008 through the acquisition of Cogent Investment and Cogent Automotive.

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Revenue analysis of our business segments

Our revenue has increased substantially during the Period under Review. Total revenue increased fromS$27.5 million in FY2006 to S$37.2 million in FY2007, and subsequently to S$60.1 million in FY2008,representing an annual growth rate of 35.3% and 61.8%, respectively. Between 1H2008 and 1H2009,revenue increased by approximately S$2.0 million or 7.2% from S$27.4 million in 1H2008 to S$29.4million in 1H2009. The overall increasing trend was mainly attributed to increasing sales volumes as aresult of increased warehousing space, higher container handling and washing and repair activities andhigher transportation activities, coupled with successful sales strategies to attract and retain customers.

Revenue contribution from our transportation management services segment represented 56.8%, 49.7%,40.9% and 30.3% of our Group’s revenue in FY2006, FY2007, FY2008 and 1H2009, respectively.Revenue from our warehousing and container depot management services segment represented 43.2%,50.3%, 53.9% and 55.7% of our Group’s revenue in FY2006, FY2007, FY2008 and 1H2009, respectively.The balance revenue contribution of 5.2% and 14.0% for FY2008 and 1H2009, respectively is attributableto the automotive logistics management services segment, which we entered in August 2008 through theacquisition of Cogent Investment and Cogent Automotive.

The greater-than-proportionate increases in our warehousing and container depot management servicessegment as compared to our transportation management services segment in FY2007 and FY2008 werelargely attributable to our strategies to grow our warehousing segment through the addition of newwarehouses to our portfolio, as well as new warehousing related customers being secured and retained.The upward trend for revenue contribution from the warehousing and container depot managementservices is expected to continue in view of the improving economic conditions.

There was also a broad-based growth in our container depot business, particularly due to the provision ofcontainer handling and storage and container washing and repair services. In FY2007, we experiencedhigher turnover for empty containers as a result of high transhipment activities backed by strong globaleconomy. During the economic downturn in FY2008, containers’ demand was reduced due to lower globaltranshipment activities. As such, there was a strong influx of empty containers being returned to ourdepot for longer storage periods. This resulted in higher demand for more comprehensive washing andrepair services for incoming containers as compared to simple washing and repair services during theeconomic boom. As such, the increase in revenue from our container washing and repair services washigher than the revenue increase from our container handling and storage activities in FY2008.

In 1H2009, the growth in our Group’s revenue was mainly attributable to revenue contribution from ourautomotive logistics management services segment which we acquired in August 2008, as well as higherrevenue attributed to our warehousing and container depot management services segment. This wasmainly due to the increase in revenue from our container washing and repair activities. During theeconomic downturn, our customers were sending more of their containers for comprehensive servicingand refurbishment while their containers were stored for longer periods in our depot. On the other hand,revenue from our transportation management services segment fell in 1H2009 as compared to 1H2008due to lower demand for transportation services during the economic downturn.

Our revenue is affected by, inter alia, the following key factors:

(i) Changes in trade activities globally and in Singapore as our transportation, warehousing andcontainer depot management services are dependent on the general state of the global economy;

(ii) Demand and availability of warehousing space in Singapore as rental rates will be revisedaccordingly;

(iii) Our ability to retain existing customers and attract new customers;

(iv) Our ability to renew our warehouse leases and licences on commercially favourable terms;

(v) Fluctuations in vehicle prices as it will affect our customers’ demand for automotive logisticsmanagement services; and

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(vi) Changes in government policies that affect demand and supply of new and second-hand motorvehicles.

Please refer to the section entitled “Risk Factors” of this Prospectus for details of other factors which mayaffect our revenue.

Other operating income

Our other operating income comprises mainly service income from related parties, gain on disposal ofproperty, plant and equipment, rental income from investment properties and insurance claims. Serviceincome from related parties relates to the provision of manpower support and services by our Group toSHPD. Our Group had employed additional employees solely to provide manpower support and servicesto SHPD. The amount of service income received by our Group from SHPD was based solely on theactual costs incurred by our Group for the provision of such services to SHPD. Please refer to the sectionentitled “Interested Person Transactions and Conflicts of Interest - Past Interested Person Transactions” ofthis Prospectus for more details. In FY2008, there was a one-time opportunistic sale of scrap metals to aone-off customer when steel prices rose.

These amounted to approximately 3.7%, 1.6%, 2.4% and 2.4% of our revenue for FY2006, FY2007,FY2008 and 1H2009, respectively.

Cost of services

Our cost of services comprises mainly expenses incurred in renting or leasing warehouses and land suchas rental and property taxes, container washing and repairs, container and transportation handlingexpenses and upkeeping of prime movers, trailers, forklifts and motor vehicles.

These accounted for approximately 52.0%, 55.1%, 51.3% and 47.4% of our revenue in FY2006, FY2007,FY2008 and 1H2009, respectively.

We set out below the breakdown of our cost of services by our three business segments for FY2006,FY2007, FY2008, 1H2008 and 1H2009:

Breakdown of cost of services by business segment

Cost of FY2006 FY2007 FY2008 1H2008 1H2009Services S$’000 % S$’000 % S$’000 % S$’000 % S$’000 %

Transportation Management Services 7,382 51.6 9,614 46.9 12,199 39.6 6,578 44.5 3,395 24.3

Warehousing and Container Depot Management Services 6,912 48.4 10,875 53.1 17,059 55.3 8,219 55.5 8,747 62.7

Automotive Logistics Management Services – – – – 1,578 5.1 – – 1,811 13.0

Total 14,294 100.0 20,489 100.0 30,836 100.0 14,797 100.0 13,953 100.0


Cost of services for our transportation management services comprises mainly (i) cost of transportationhandling activities such as PSA charges and shipping charges; and (ii) cost of upkeeping our fleet ofprime movers, trailers, forklifts and lorries such as petrol, diesel and maintenance expenses incurred inthe provision of transportation services.

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These costs of services accounted for approximately 51.6%, 46.9%, 39.6% and 24.3% of our Group’scost of services in FY2006, FY2007, FY2008 and 1H2009, respectively. The general increasing trend inabsolute terms during the Period under Review was in line with the increases in transportationmanagement services revenues.


Our warehousing and container depot related cost of services accounted for approximately 48.4%,53.1%, 55.3% and 62.7% of our Group’s cost of services in FY2006, FY2007, FY2008 and 1H2009,respectively.

Our warehousing related cost of services, which comprises mainly land rental, property taxes andwarehousing rental paid in leasing our warehousing properties, was on an increasing trend in absoluteterms during the Period under Review as more warehouses were added to our portfolio.

Our container depot related cost of services comprises mainly costs of washing and repairing containers,costs of upkeeping depot handling equipment and land rental expenses. As part of our depot serviceofferings, we offer our depot customers on-site servicing for their containers which ranges from simplewashing to complex refurbishment of containers. As wear-and-tear of containers is common, customerswould request to service and refurbish their containers to extend their useful life, especially during aslowdown in the economy. During the economic downturn in 2008, we experienced higher demand for on-site servicing as customers’ containers remained stored in our depot for longer periods due to lowerdemand for containers for transhipment.


We entered into this business in August 2008 through the acquisition of Cogent Investment and CogentAutomotive. Cost of services for our automotive logistics management services comprises mainly rental ofwarehouse and open storage space from third parties at various locations. They accounted forapproximately 5.1% and 13.0% of our Group’s cost of services in FY2008 and 1H2009, respectively.

Factors affecting costs of services

Our cost of services are affected by, inter alia, the following key factors:

(i) Prices and supply of warehousing and storage space and premises in Singapore;

(ii) Fluctuations in fuel prices; and

(iii) Fluctuations in interest rates, labor costs, utility and other overhead costs.

Please refer to the section entitled “Risk Factors” of this Prospectus for details of the above factors andother factors which may affect our cost of sales.

Employee benefits expenses

Our employee benefits expenses comprise mainly staff salaries and other staff welfare expenses. Theseexpenses accounted for approximately 26.3%, 24.5%, 20.2% and 19.7% of our revenue in FY2006,FY2007, FY2008 and 1H2009, respectively. The increasing trend from FY2006 to FY2008 was due to ourincreased headcount during the same period. Our headcount increased from 194 in FY2006 to 313 inFY2007, and further to 355 in FY2008. The increase in headcount in FY2007 was mainly due to theincrease in our operating activities and business expansion, while the higher headcount in FY2008 wasdue to the increase in headcount in our automotive logistics management services segment which startedin August 2008.

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We incurred slightly lower employee benefits expenses of approximately S$5.8 million in 1H2009 ascompared to approximately S$6.1 million in 1H2008, mainly due to the rationalisation and restructuring ofour team undertaken in 2H2008.

Depreciation

Depreciation represented approximately 10.1%, 8.3%, 7.2% and 9.5% of our revenue in FY2006,FY2007, FY2008 and 1H2009, respectively and relates to property, plant and equipment used in ourbusiness.

In particular, depreciation for buildings amounted to approximately S$0.5 million, S$0.5 million, S$1.0million and S$1.0 million in FY2006, FY2007, FY2008 and 1H2009, respectively. They accounted for1.8%, 1.4%, 1.8% and 3.4% of our revenue in FY2006, FY2007, FY2008 and 1H2009, respectively. Thehigher depreciation incurred for our buildings in FY2008 and 1H2009 was mainly due to the increase inour leasehold buildings in FY2008 arising from the completion of the construction of our new buildinglocated at 7 Penjuru Close and the addition of the building at 1 Chia Ping to our warehouse portfolio inJuly 2008. Depreciation was previously not provided for 7 Penjuru Close as it was still under construction.Upon the completion of the building, the construction costs were capitalised and re-classified as a fixedasset. Depreciation was also not provided for 1 Chia Ping Road previously as we only completed theacquisition of 1 Chia Ping Road on 31 July 2008.

Depreciation for motor vehicles amounted to approximately S$2.0 million, S$2.3 million, S$2.7 million andS$1.1 million. This represented 7.1%, 6.1%, 4.5% and 3.6% of our revenue in FY2006, FY2007, FY2008and 1H2009, respectively. The percentage contribution of the above depreciation reflected a decreasingtrend as some of these assets were fully depreciated during the Period under Review.

Other operating expenses

Other operating expenses comprise mainly general and administration expenses, general repair andmaintenance, upkeep of motor vehicles, utilities, telecommunication expenses and allowance for doubtfuldebts.

These amounted to approximately 7.3%, 6.9%, 5.9% and 6.3% of our revenue in FY2006, FY2007,FY2008 and 1H2009, respectively. Allowance for doubtful debts represented 0.5%, 0.2%, 0.2% and 0.3%of our revenue in FY2006, FY2007, FY2008 and 1H2009, respectively.

Finance costs

Finance costs consist mainly of interest expenses incurred on our bank loans and finance leases, as wellas factoring service charges by banks for our trade receivables in order to improve our working capital.Our finance costs amounted to approximately S$0.7 million, S$0.9 million, S$1.9 million and S$0.9 millionin FY2006, FY2007, FY2008 and 1H2009, respectively, which accounted for 2.4%, 2.3%, 3.2% and 3.0%of our revenue during the Period under Review, respectively. Significant higher finance costs wereincurred in FY2008 as higher loans were obtained for the construction of our new building located at 7Penjuru Close, which was completed in November 2007. Prior to the completion of construction of 7Penjuru Close, interest expense incurred under the construction loans were capitalised as part of theconstruction cost. Upon completion of construction, the interest expense incurred thereafter wasrecognised under our finance costs. We also incurred higher finance costs for the bank loan taken topurchase the building at 1 Chia Ping in July 2008.

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Profit before tax and margin

A breakdown of our profit before tax and profit before tax margin for each of our business segments is setout below:

Profit FY2006 FY2007 FY2008 1H2008 1H2009before tax S$’000 % S$’000 % S$’000 % S$’000 % S$’000 %

Transportation Management Services 1,024 57.8 285 13.4 1,884 21.4 583 23.3 1,638 35.1

Warehousing and Container Depot Management Services 372 21.0 1,219 57.4 5,555 63.1 1,875 74.9 2,140 45.8

Automotive Logistics Management Services – – – – 790 9.0 – – 985 21.1

Corporate and others (1) 376 21.2 621 29.2 570 6.5 47 1.8 (92) (2.0)

Total 1,772 100.0 2,125 100.0 8,799 100.0 2,505 100.0 4,671 100.0

Note:

(1) Refers to the provision of Group level corporate services and investment in entities that do not constitute a separatelyreportable segment.

Profit before tax margin FY2006 FY2007 FY2008 1H2008 1H2009% % % % %

Transportation Management Services 6.6 1.5 7.7 4.7 18.4

Warehousing and Container Depot Management Services 3.1 6.5 17.1 12.6 13.1

Automotive Logistics Management Services – – 25.6 – 23.8

Corporate and others N.A. N.A. N.A. N.A. N.A.

Overall profit before tax margin 6.5 5.7 14.6 9.1 15.9

Our overall profit before tax is affected by changes in each of our business segment’s profit before taxmargin and its respective revenue contribution. The profit before tax margin for each of our productsegments may vary widely. As a result, our overall profit margin is affected by the overall sales mix.

Any decrease in the price of our services without a corresponding decrease in our cost of services, orconversely any increase in our cost of sales without a corresponding increase in the selling price of ourproducts would have an adverse effect on our gross profit margin. Besides the sales mix, the key factors,inter alia, that affect our revenue and our cost of services would also affect our profit margins.

Our overall profit before tax margin was 6.5%, 5.7%, 14.6% and 15.9% for FY2006, FY2007, FY2008 and1H2009, respectively. The increasing trend of our overall profit before tax margin during the Period underReview was a result of higher margins across all our business segments.

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Our transportation management services segment recorded profit before tax margins of 6.6%, 1.5%,7.7% and 18.4% for FY2006, FY2007, FY2008 and 1H2009, respectively. The higher margins in FY2008and 1H2009 were largely attributable to higher rates being charged to our new customers as a result ofour Group’s successful sales and marketing strategies. In particular, with the drop in transportationactivities in 1H2009 due to the economic slowdown, we incurred significantly lower employee benefitsexpenses in our transportation management services segment in 1H2009.

Profit before tax margins for our warehousing and container depot management services segment were3.1%, 6.5%, 17.1% and 13.1% for FY2006, FY2007, FY2008 and 1H2009, respectively. The profit beforetax margin improvements were largely attributed to the warehousing management services segment. Thehigher margins in FY2007 and FY2008 were mainly due to higher margins derived from open storagewarehouse leases, which have much lower operating costs as compared to covered storage warehouseleases. We were also able to enjoy economies of scale through the sharing of common costs as weexpanded our portfolio of warehouses and service offerings. For our container depot managementservices, we were able to enjoy economies of scale from increasing our storage stackable area bypurchasing stackers which allow us to stack up to nine containers high, as well as the integration of ourcontainer depot operations into a single location.

Profit before tax margin for our automotive logistics management services segment was 25.6% and23.8% for FY2008 and 1H2009, respectively. While we only entered into this new segment in August2008, we were able to achieve high margins for this segment because as a one-stop full service provider,we were able to eliminate unnecessary interim transitions between independent specialised operatorswhich translate to efficiency and cost effectiveness for our customers and achieve economies of scalethrough the sharing of common costs by virtue of our complementary business segments.

Income tax expense

Our Company, SHCL, Soon Hock Transportation, Cogent Investment and Cogent Automotive areincorporated in Singapore. The corporate income tax rate applicable to our Group was 20%, 18%, 18%and 17% in FY2006, FY2007, FY2008 and 1H2009, respectively. Our Group’s effective income tax ratefor FY2006, FY2007, FY2008 and 1H2009 were approximately 27.4%, 14.2%, 20.4% and 20.0%,respectively.

Please refer to the section entitled Appendix D – “Singapore Taxation” of this Prospectus for furtherdetails on the tax rates.

Seasonality

For our warehousing and container depot management services, our sales during Q4 (October toDecember) are generally higher than other quarters as there are more business activities during the year-end festive season. Sales during Q1 (January to March) are generally lower compared to other quartersdue to slower business activities especially after the Lunar Chinese New Year and shorter month inFebruary. However, sales began to drop in Q4 2008 in comparison to the previous quarters mainlybecause there was a decrease in sales from warehousing and container handling activities due to a lowernumber of new in-coming containers when the global financial crisis worsened in late 2008 which led tolower demand for exports.

From our past experience, there is no distinct seasonal pattern in the business activities of ourtransportation management services segment. However, the higher level of sales in Q4 2007 ascompared to previous quarters was mainly due to new customers being secured during Q3 2007.

Save as disclosed above, we typically do not experience any significant seasonality trends in ourrevenues.

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For illustration purposes only, we set out below the revenue breakdown by our business segments for thepast three completed financial years for the quarterly periods indicated:

Quarterly FY2006 (%) FY2007 (%) FY2008 (%)Revenue Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4

Transportation Management Services 26.3 28.7 21.2 23.8 13.7 24.0 25.0 37.3 16.5 34.3 20.7 28.5

Warehousing and Container Depot Management Services 22.6 24.5 25.2 27.7 22.8 22.5 22.4 32.3 20.9 25.1 29.0 25.0

Automotive Logistics Management Services(1) – – – – – – – – – – 36.5 63.5

Overall 24.7 26.9 22.9 25.5 18.3 23.2 23.7 34.8 18.0 27.6 26.0 28.4

Note:

(1) Revenue for automotive logistics management services for the period from August 2008 to December 2008.

Change in Accounting Policies

There have been no changes in our accounting policies for the last three financial years from FY2006 toFY2008 and for 1H2009.

Inflation

The performance of our Group has not been materially impacted by inflation in FY2006, FY2007, FY2008and 1H2009.

REVIEW OF RESULTS OF OPERATIONS

FY2006 vs FY2007

Revenue

Our revenue increased by approximately S$9.7 million or 35.3% from S$27.5 million in FY2006 to S$37.2million in FY2007. The increase in revenue was contributed by (i) an increase of approximately S$2.9million or 18.3% increase in the revenue from our transportation management services segment fromS$15.6 million in FY2006 to S$18.5 million in FY2007; and (ii) an increase of approximately S$6.8 millionor 57.7% in the revenue from our warehousing and container depot management services segment fromS$11.9 million in FY2006 to S$18.7 million in FY2007.

The increases in sales volumes in the two business segments can be explained by the following:

(i) The revenue growth in our transportation management services segment was mainly attributable tonew customers being secured in FY2007, as well as higher demand for transportation services,which was in line with global economic growth. Revenue from transportation services increased byapproximately S$2.7 million or 17.7%, while revenue from dry hubbing services increased byapproximately S$0.1 million or 72.2%. The revenue contribution from our dry hubbing services onlystarted in April 2006. As such, the higher-than-proportionate increase in revenue from our dryhubbing services in FY2007 was due to the full year revenue contribution, as well as the increasein demand of our dry hubbing services from a major customer during the strong economic growthperiod in 2007.

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(ii) Revenue from our warehousing rental activities increased by approximately S$3.1 million or 94.6%,while revenue from our warehousing services increased by approximately S$0.6 million or 35.0% inFY2007. The significant revenue growth in our warehousing rental activities was primarily driven byincreased demand for rental space as we secured new anchor tenants in FY2007. There was nosignificant increase in rental rates to our existing customers or new customers in FY2007. Thissubsequently led to the increased demand for our warehousing services as we offered more value-added warehousing supply chain services to our new customers.

(iii) Our container depot revenue also rose due to a broad-based growth in (i) container depot handlingand storage activities; and (ii) container washing and repair of customers’ containers as a result ofstrong transhipment activities backed by the strong global economic growth in FY2007.

Revenue from the container handling and storage activities rose by approximately S$1.5 million or29.6%, while revenue from container washing and repair activities rose by approximately S$1.7million or 89.8%. The increase in revenue from container washing and repair activities was directlycaused by the higher turnover volume of container handling and storage activities. The higher-than-proportionate increase in the revenue from container washing and repair activities as compared tocontainer handling and storage activities was mainly due to a major customer being secured onlyin November 2006, which subsequently contributed to a full-year revenue in FY2007. This majorcustomer utilised significantly more of our container washing and repair services as compared toour container handling and storage services in FY2007.


Other operating income decreased by approximately S$0.4 million or 42.2% from S$1.0 million in FY2006to S$0.6 million in FY2007. This was mainly due to a lower service income from SHPD for our provisionof manpower support and services for its Export Processing Zone operations. Please refer to the sectionentitled “Interested Person Transactions and Conflicts of Interests - Past Interested Person Transactions”of this Prospectus for further details. In addition, we recorded a lower gain on disposal of property, plantand equipment in FY2007 as compared to FY2006.

Cost of services

In line with the 35.3% increase in our revenue, our cost of services increased by approximately S$6.2million or 43.3% from S$14.3 million in FY2006 to S$20.5 million in FY2007. The increase in cost ofservices for each business segment was generally in line with the revenue and sales volume increasesfor each respective business segment.

Cost of services increased by approximately S$2.2 million or 30.2% for our transportation managementservices segment. This was mainly due to higher costs required to upkeep our prime movers, trailers,forklifts and trucks when fuel and wear and tear expenses rose, as our transportation business activitiesincreased.

Cost of services increased by approximately S$4.0 million or 57.3% for our warehousing and containerdepot management services segment. This was primarily driven by (i) higher warehouse rental expensesbeing incurred which was in line with the increase in our warehousing rental income. Such expensesinclude land and warehouse rental expenses for our rented properties and property taxes; and (ii) highercontainer washing and repair expenses as our container handling and storage activities increased.


Our employee benefits expenses rose by approximately S$1.9 million or 26.1% from S$7.2 million inFY2006 to S$9.1 million in FY2007. This increase was directly attributable to an increase in salaryexpenses, which was caused by a higher headcount as we expanded our business in FY2007. Ourheadcount increased from 194 in FY2006 to 313 in FY2007.

Depreciation

Our depreciation rose by approximately S$0.3 million or 10.6% from S$2.8 million in FY2006 to S$3.1million in FY2007. The higher depreciation was due to the addition of 28 units of warehousing and depothandling equipment, 30 prime movers and 153 trailers in FY2007 as we expanded our capacity.

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Other operating expenses increased by approximately S$0.6 million or 28.1% from S$2.0 million inFY2006 to S$2.6 million in FY2007 as we incurred higher office and administrative expenses and higherexpenses from general repair and maintenance works, which was in line with our revenue growth inFY2007.

Finance costs

Our finance costs rose by approximately S$0.2 million or 33.6% from S$0.7 million in FY2006 to S$0.9million in FY2007. The increase in interest expense was mainly due to (i) factoring service chargescharged by banks for our trade receivables which started in late 2007; and (ii) higher hire purchasecommitments as we invested in additional depot handling equipment, prime movers and trailers duringthe year.

Profit before tax

Our profit before tax increased by approximately S$0.3 million or 19.9% from S$1.8 million in FY2006 toS$2.1 million in FY2007, mainly due to the increase in revenues, which was offset by correspondingincrease in expenses, as aforementioned. As the increase in cost of services was proportionately higherthan the increase in revenues, our overall profit before tax margin decreased marginally from 6.5% inFY2006 to 5.7% in FY2007.

In particular, profit before tax for our transportation management services segment decreased byapproximately S$0.7 million or 72.2% and its margin decreased from 6.6% in FY2006 to 1.5% in FY2007,as a result of the increase in cost of services for this segment being proportionately higher than theincrease in its revenue. This was mainly due to the higher fuel charges as diesel prices in FY2007increased by approximately 17.0% and higher depreciation charges amounting to an approximateincrease of 10.6% being incurred as we increased our fleet of prime movers by 30 and trailers by 153 inFY2007.

Income tax expense

Our income tax expense fell by approximately S$0.2 million or 38.1% from S$0.5 million in FY2006 toS$0.3 million in FY2007, mainly due to deferred tax expense of approximately S$0.2 million previouslynot recognised. Effective tax rates for FY2006 and FY2007 were approximately 27.4% and 14.2%,respectively. The lower effective tax rate for FY2007 was also due to higher business deductible expensesand higher capital allowances as a result of our additions to property, plant and equipment. Please referto the section entitled “Management’s Discussion and Analysis of Results of Operations and FinancialCondition – Review of Past Financial Position - Non-Current Assets” of this Prospectus for details ofchanges in our property, plant and equipment.

FY2007 vs FY2008

Revenue

Our revenue increased by approximately S$22.9 million or 61.8% from S$37.2 million in FY2007 toS$60.1 million in FY2008. The substantial increase in revenue was contributed by (i) an increase ofapproximately S$6.1 million or 33.2% increase in the revenue from our transportation managementservices segment from S$18.5 million in FY2007 to S$24.6 million in FY2008; (ii) S$13.7 million or 73.6%increase in revenue from our warehousing and container depot management services segment fromS$18.7 million in FY2007 to S$32.4 million in FY2008; and (iii) a maiden 5 months revenue contribution ofapproximately S$3.1 million from our automotive logistics management services segment as we enteredinto this business in August 2008 through the acquisition of Cogent Investment and Cogent Automotive.

The increases in sales volumes by business segment can be explained by the following:

(i) The revenue growth in our transportation management services segment was mainly attributable tonew customers being secured in FY2007 who continued their contracts in FY2008, and higherdemand for transportation services which was in line with the global economic growth in the firstthree quarters of FY2008. Revenue from transportation services increased by approximately S$6.0million or 33.2%, while revenue from dry hubbing services increased by approximately S$0.1million or 31.7%; and

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(ii) Our warehousing activities increased in FY2008 as we secured new warehousing customers andadded three new warehouses to our portfolio. This increased our leaseable space and contributedto the revenue growth.

Revenue from our warehousing rental segment increased by approximately S$7.0 million or111.2%, while revenue from our warehousing services increased by approximately S$4.6 million or199.8% in FY2008. The substantial revenue growth in our warehousing rental segment in FY2008was primarily driven by the rental income obtained from the three warehouses added to ourportfolio in FY2008. We were able to secure new customers for our additional warehouses due toour increased marketing efforts. This subsequently led to the increased demand for ourwarehousing services from the new customers. In addition, we contracted a major customer in2H2007 who continued to contract with us for warehousing management services in FY2008.

Our container depot revenue rose approximately by S$2.2 million or 21.5% from FY2007 toFY2008 due to higher demand for (i) container handling and storage activities; and (ii) washing andrepair of customers’ containers, as we expanded our container depot operations. Revenue from thecontainer handling and storage activities rose by approximately S$0.6 million or 9.1%, whilerevenue from the container washing and repair activities rose by approximately S$1.6 million or44.3%. The substantial higher-than-proportionate increase in container washing and repair revenueas compared to container handling and storage revenue in FY2008 was due to more containersbeing serviced and refurbished at our customers’ request. During the economic downturn in lateFY2008, demand for containers was reduced due to lower global transhipment activities. As such,there was a strong influx of empty containers being returned to our depot for longer storageperiods. This resulted in higher demand for more comprehensive washing and repair services forincoming containers as compared to simple washing and repair services during the economicboom. On the other hand, the lower-than-proportionate increase in our revenue from containerhandling and storage activities was due to a lower number of new in-coming containers andexisting containers being stored for a longer period.


Other operating income increased by approximately S$0.9 million or 149.3% from S$0.6 million inFY2007 to S$1.5 million in FY2008. The significant increase in our other operating income was mainlydue to (i) a one-time opportunistic sale of scrap metals to a customer when steel prices rose whichamounted to approximately S$324,991; (ii) insurance claims resulting from the loss of depot containersand employee medical claims which resulted in an increase of S$163,926; (iii) increased rental incomefrom investment properties as we rented out our commercial property at 200 Jalan Sultan in FY2008,which was previously held as an investment property and not rented out in FY2006 and FY2007 whichaccounted for an increase of S$39,065; and (iv) higher service income from SHPD for our provision ofmanpower support and services for its Export Processing Zone operations which resulted in an increaseof S$349,344. Please refer to the section entitled “Interested Person Transactions and Conflicts ofInterests - Past Interested Person Transactions” of this Prospectus for further details.

Cost of services

In line with the 61.8% increase in our revenue from FY2007 to FY2008, our cost of services increased byapproximately S$10.3 million or 50.5% from S$20.5 million in FY2007 to S$30.8 million in FY2008. Theincrease in cost of services for each business segment was generally in line with the revenue and salesvolume increases for each respective business segment.

Cost of services increased by approximately S$2.6 million or 26.9% for our transportation managementservices segment while our revenue for this segment increased by approximately S$6.1 million or 33.2%.This was mainly due to higher fuel and wear and tear expenses being incurred to maintain our primemovers, trailers, forklifts and trucks as our business activities increased.

Cost of services increased by approximately S$6.2 million or 56.9% for our warehousing and containerdepot management services segment while our revenue for this segment increased by approximatelyS$13.7 million or 73.6%. This was primarily driven by (i) higher rental and property taxes for the threewarehouses added to our portfolio in FY2008; and (ii) higher container washing and repair expenses asour container handling and storage activities increased.

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Our newly acquired automotive logistics management services segment also contributed approximatelyS$1.6 million or 5.1% to our cost of services in FY2008 while revenue for this segment contributedapproximately S$3.1 million to our revenue.


Our employee benefits expenses rose by approximately S$3.0 million or 32.9% from S$9.1 million inFY2007 to S$12.1 million in FY2008. The increase was directly attributable to an increase in salaries dueto salary increments, and an increase in headcount as we entered into our automotive logisticsmanagement services segment in August 2008. Our total headcount increased from 313 in FY2007 to355 in FY2008.

Depreciation

Our depreciation increased by approximately S$1.2 million or 41.3% from S$3.1 million in FY2007 toS$4.3 million in FY2008, mainly due to our corresponding investment in warehousing equipment; as wellas the charging of the depreciation of our newly constructed warehouse located at 7 Penjuru Closestarting from June 2008.


Other operating expenses increased by approximately S$1.0 million or 38.7% from S$2.6 million inFY2007 to S$3.6 million in FY2008. The higher expenses were mainly attributable to higher office andadministrative expenses and general repair and maintenance expenses, which was in line with the growthin our business activities in FY2008.

Finance costs

Our finance costs increased by approximately S$1.0 million or 123.1% from S$0.9 million in FY2007 toS$1.9 million in FY2008. The higher interest expense incurred in FY2008 was mainly due to (i) the termloan being obtained for the purchase of warehouse at 1 Chia Ping in FY2008; (ii) factoring servicecharges from banks for our trade receivables; and (iii) construction loan interest being incurred for 7Penjuru Close. Prior to the completion of construction for 7 Penjuru Close, interest expense incurredunder the construction loan were capitalised as part of the construction cost. Upon the completion ofconstruction, the interest expense incurred thereafter is recognised under our finance costs.

Profit before tax

Our profit before tax increased by approximately S$6.7 million or 314.1% from S$2.1 million in FY2007 toS$8.8 million in FY2008. The increase in profit before tax was mainly due to the addition of threewarehouses to our portfolio in FY2008 and the higher than proportionate increase in revenue ascompared to the increase in expenses. This is partly a result of higher demand for our services backed bythe success of our marketing and sales strategies to attract and retain customers. In addition, we wereable to realise full year’s profit contribution from a major customer whom we contracted in second half ofFY2007 for the provision of warehousing management services.

Our profit before tax margin improved significantly from 5.7% in FY2007 to 14.6% in FY2008, which wasmainly due to better margins derived from the three warehouses added to our portfolio in FY2008. Thiswas because two of these warehouses are open storage spaces with much lower operating overheads ascompared to covered storage spaces, and the third warehouse located at 7 Penjuru Close, being a newly-built warehouse was able to command a higher rental rate than older warehouses.

The overall margin improvement was also partly due to higher rates being charged to our new customersas a result of our Group’s successful sales and marketing strategies. We also enjoyed economies of scalethrough the sharing of common costs as we expanded our business.

In addition, our newly acquired business in the automotive industry in August 2008 was a contributingfactor to our overall higher margin. Our automotive logistics management services segment was able tocommand higher prices for its services because as a one-stop full service provider, we were able toeliminate unnecessary interim transitions between independent specialised operators which translate toefficiency and cost effectiveness for our customers and achieve economies of scale through the sharingof common costs by virtue of our complementary business segments.

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Income tax expense

Our income tax expense increased by approximately S$1.5 million or 496.7% from S$0.3 million inFY2007 to S$1.8 million in FY2008, due to a significant increase in taxable income. Effective tax rates forFY2007 and FY2008 were approximately 14.2% and 20.4%, respectively.

1H2008 vs 1H2009

Revenue

Our revenue increased by approximately S$2.0 million or 7.2% from S$27.4 million in 1H2008 to S$29.4million in 1H2009. The increase in revenue was contributed by (i) an increase of approximately S$1.5million or 9.7% in the revenue from our warehousing and container depot management services segmentfrom S$14.9 million in 1H2008 to S$16.4 million in 1H2009; and (ii) the revenue contribution ofapproximately S$4.1 million from our automotive logistics management services segment as we enteredinto this business in August 2008 through the acquisition of Cogent Investment and Cogent Automotive.

However, this increase was offset by the reduction in revenue from our transportation managementservices segment by approximately S$3.6 million or 28.8% from S$12.5 million in 1H2008 to S$8.9million in 1H2009.

The analysis of our sales volumes by business segment can be explained as follows:

(i) The decline in revenue in our transportation management services segment was mainly due tolower demand for transportation services, which was in line with the global economic downturn.Revenue from transportation services declined by approximately S$3.6 million or 29.7%, whilerevenue from dry hubbing services increased by approximately S$39,000 or 14.1%. In contrast, thebusiness volume from our dry hubbing customers was less affected by the economic downturn. Inparticular, our major dry hubbing customer was still receiving strong orders from the People’sRepublic of China even during the global economic slowdown; and

(ii) Revenue increased by S$0.6 million or 9.3% in our warehousing rental segment in 1H2009because we were able to book rental income for the full six months in 1H2009 from the addition ofthe warehouse at 1 Chia Ping in August 2008 and several customers whose contracts commencedin 2H2008. However, this was offset by a slight revenue drop in our warehousing services segmentby approximately S$0.4 million or 15.6% in 1H2009, as a result of reduced volume handled for amajor customer whose contract expired in the first quarter of FY2009.

Our container depot revenue rose by approximately S$1.3 million or 21.5%, due to higher demandfor (i) container handling and storage services; and (ii) container washing and repair services.Revenue from container handling and storage activities increased by approximately S$0.6 million or18.5% while revenue from container washing and repair services increased by approximately S$0.7million or 25.5% in 1H2009 as compared to 1H2008. The higher-than-proportionate increase incontainer washing and repair revenue as compared to container handling and storage revenue in1H2009 was due to our customers sending more of their containers for comprehensive servicingand refurbishment during the economic downturn in 1H2009 when their containers were stored forlonger periods. On the other hand, the increase in our revenue from container handling and storageactivities was mainly due to increased number of new in-coming containers being stored in ourdepot and existing containers being stored for a longer period during the economic downturn in1H2009. In addition, we managed to secure a new customer in November 2008, which contributedto a full half year revenue in 1H2009.


Other operating income increased by approximately S$0.3 million or 65.2% from S$0.4 million in 1H2008to S$0.7 million in 1H2009. This increase was mainly due to the receipt of government subsidy from theJobs Credit Scheme which was introduced in the Singapore Budget 2009 to encourage businesses topreserve jobs during the economic downturn. The Company received this subsidy from the Governmentin March and June 2009.

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Cost of services

Despite the 7.2% increase in revenue, our cost of services decreased by approximately S$0.8 million or5.7% from S$14.8 million in 1H2008 to S$14.0 million in 1H2009.

Our cost of services in the transportation management services segment decreased by approximatelyS$3.2 million or 48.4% in 1H2009 as compared to 1H2008, which was in line with the drop in revenue inthis segment. The drop in cost of services was also contributed by the drop in diesel prices which beganin 2H2008.

The aforementioned decrease was however offset by the slight increase in cost of services in ourwarehousing and container depot management services segment of approximately S$0.5 million or 6.4%in 1H2009 as compared to 1H2008. The increase was mainly attributable to (i) higher rental expensesand property taxes being incurred from the addition of three warehouses in 2008; and (ii) increase in ourcontainer washing and repair expenses as more customers sent their containers for comprehensiveservicing and refurbishment during the economic downturn in 1H2009 when their containers were storedfor longer periods at our depot.

Our automotive logistics management services segment also contributed approximately S$1.8 million or13.0% to our higher cost of services in 1H2009 as we had acquired this new business in August 2008.


Our employee benefits expenses fell by approximately S$0.3 million or 5.0% from S$6.1 million in1H2008 to S$5.8 million in 1H2009. The lower employee benefits expenses were mainly due to loweremployee benefits expenses being incurred in our transportation management services segment. Thiswas a result of the rationalisation and restructuring of our team undertaken in 2H2008, which lowered ouremployee benefits expenses in 1H2009 as compared to 1H2008.

Depreciation

Our depreciation increased by approximately S$0.9 million or 45.1% from S$1.9 million in 1H2008 toS$2.8 million in 1H2009. The increase in depreciation was mainly due to our corresponding investment inwarehousing equipment; as well as the charging of the depreciation of our newly constructed warehouselocated at 7 Penjuru Close starting from June 2008.


Other operating expenses increased by approximately S$0.3 million or 14.0% from S$1.6 million in1H2008 to S$1.9 million in 1H2009. This increase was primarily contributed by (i) a S$76,000 bad debt;and (ii) an increase in legal and professional fees of S$102,000.

Finance costs

Our finance costs fell slightly by S$5,000 or 0.6% from S$893,000 in 1H2008 to S$888,000 in 1H2009, aswe converted our overdrafts used for construction of 7 Penjuru Close to a 12-year term loan in June 2009with lower interest rates.

Profit before tax

Our profit before tax increased by approximately S$2.2 million or 86.5% from S$2.5 million in 1H2008 toS$4.7 million in 1H2009. Our overall profit before tax margin improved from 9.1% in 1H2008 to 15.9% in1H2009, which was mainly due to better margin derived from our transportation management segment.The profit before tax margin for this segment improved significantly from 4.7% in 1H2008 to 18.4% in1H2009, which was mainly caused by the drop in diesel prices in 1H2009 and lower employee benefitsexpenses being incurred in our transportation management services segment in 1H2009.

The overall margin improvement was also partly due to lower expenses and higher rates being charged toour new customers as a result of our Group’s successful sales and marketing strategies. We charged ournew customers for Container Depot Management Services secured in 1H2009 at an increased rate ofapproximately 20.0% over fees charged to existing customers. In addition, the effects of having chargednew customers secured in 2H2008 at an increased rate of approximately 5.0% over fees charged to

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existing customers for our transportation management services and at an increased rate of approximately20.0% over fees charged to existing customers for our warehousing management services alsocontributed to our overall margin improvement in 1H2009. Our newly acquired business in the automotiveindustry in August 2008 was also a contributing factor to our overall higher margins for this segmentbecause as a one-stop full service provider, we were able to eliminate unnecessary interim transitionsbetween independent specialised operators which translate to efficiency and cost effectiveness for ourcustomers and achieve economies of scale through the sharing of common costs by virtue of ourcomplementary business segments.

Income tax expense

Our income tax expense increased by approximately S$0.4 million or 75.6% from S$0.5 million in 1H2008to S$0.9 million in 1H2009, mainly due to the increase in taxable income. Effective tax rates for 1H2008and 1H2009 were approximately 21.3% and 20.0%, respectively.

REVIEW OF PAST FINANCIAL POSITION

Non-current assets

Non-current assets comprised mainly property, plant and equipment and investment properties. Non-current assets represented approximately 66.5% and 61.9% of our total assets as at 31 December 2008and 30 June 2009, respectively. As at 31 December 2008 and 30 June 2009, our non-current assetsamounted to S$51.3 million and S$49.4 million, respectively.

Property, plant and equipment amounted to approximately S$50.7 million and S$48.9 million, whichaccounted for 98.8% and 99.1% of our non-current assets as at end of FY2008 and 1H2009, respectively.The bulk of our property, plant and equipment are made up of leasehold land and buildings and motorvehicles, which represented approximately 93.6% and 94.3% of our non-current assets as at 31December 2008 and 30 June 2009, respectively. Motor vehicles mainly comprise prime movers, trailers,handling equipment and vehicles. The decrease of S$1.8 million in our property, plant and equipment asat 30 June 2009 was primarily due to (i) the depreciation charges of our motor vehicles of S$1.4 million;and (ii) disposal of our motor vehicles of approximately S$0.8 million. This was offset by our purchases ofprime movers and handling equipment of approximately S$1.1 million.

The investment property located at 200 Jalan Sultan amounted to approximately S$0.6 million and S$0.4million as at 31 December 2008 and 30 June 2009, respectively. In July 2009, our Group entered into anagreement to dispose the property located at 200 Jalan Sultan for a consideration of S$0.4 million.Accordingly, the fair value of 200 Jalan Sultan was reduced to S$0.4 million as at 30 June 2009 and thesale of the property was completed on 9 November 2009. This accounted for 1.1% and 0.8% of our non-current assets as at end of FY2008 and 1H2009. As at 31 December 2008, another of our investmentproperty located at 20/20A Tanjong Pagar was reclassified as investment property held-for-sale as ourGroup entered into an agreement to dispose the property in December 2008, which was subsequentlydisposed in April 2009. These investment properties were stated at their respective fair values at 31December 2008 and 30 June 2009.

Current assets

Current assets comprised trade receivables, other receivables, held-for-trading investments, investmentproperty held-for-sale and cash and bank balances. Our current assets as at end of FY2008 and 1H2009amounted to approximately S$25.8 million and S$30.4 million, which represented 33.5% and 38.1% ofour total assets, respectively.

The largest component of our current assets was trade receivables, which amounted to approximatelyS$16.1 million and S$13.4 million as at end of FY2008 and 1H2009, respectively. The decrease ofapproximately S$2.7 million in trade receivables was in line with the drop in our revenue in 1H2009 duringthe economic slowdown.

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Other receivables stood at approximately S$2.9 million and S$3.1 million as at end of FY2008 and1H2009, respectively. Our other receivables mainly comprised (i) prepayments and deposits; and (ii)amount due from related parties. Prepayments and deposits stood at approximately S$1.8 million andS$2.0 million as at end of FY2008 and 1H2009, respectively. Deposits comprised mainly rental depositsfor our various warehouses and land rented from third parties and JTC. Amounts due from related partiesrelate to amounts due from SHPD, which pertain to our provision of manpower support and servicesemployment to SHPD for its Export Processing Zone operations. Please refer to the section entitled“Interested Person Transactions and Conflicts of Interest - Past Interested Person Transactions” of thisProspectus for details. The marginal increase of S$0.2 million in our other receivables in 1H2009 wasmainly due to the prepayments of deferred IPO expenses incurred for the preparation of our Company’sproposed listing on the SGX-ST.

Held-for-trading investments, which comprised shares of various publicly listed companies in businessesunrelated to us, stood at approximately S$23,000 and S$16,000 as at end of FY2008 and 1H2009,respectively. Our cash and bank balances amounted to approximately S$5.3 million and S$13.9 million asat end of FY2008 and 1H2009, respectively.

As at 31 December 2008, our investment property held-for-sale referred to the investment property at20/20A Tanjong Pagar. This property was subsequently disposed at a consideration of S$1.5 million inApril 2009.

Current liabilities

Current liabilities comprised bank overdrafts and loans, obligations under finance leases, trade payables,other payables and income tax payable. They amounted to approximately S$50.7 million and S$28.5million and accounted for 83.4% and 44.0% of our total liabilities as at 31 December 2008 and 30 June2009, respectively.

Current portion of bank overdrafts and loans stood at approximately S$23.1 million and S$4.7 million asat end of FY2008 and 1H2009, respectively. In FY2008, majority of the bank loans was taken for theconstruction of our warehouse building located at 7 Penjuru Close and purchase of the warehouselocated at 1 Chia Ping in FY2008. The significant decrease of approximately S$18.4 million or 79.6% inour current bank overdrafts and loans was primarily due to the conversion of our S$18.5 million bankoverdraft to a long-term 12-year loan, which was obtained for the construction of the building at 7 PenjuruClose. Please refer to the section “Capitalisation and Indebtedness” of this Prospectus for more details.

Current portion of our obligations under finance leases stood at approximately S$2.2 million and S$1.9million as at 31 December 2008 and 30 June 2009, respectively. These finance leases refer mainly to hirepurchase commitments for our prime movers, trailers, handling equipment and vehicles. The reduction inthe amount of current finance leases was mainly due to (i) the repayment of finance leases in the amountof S$1,257,000 being offset by the increase in new finance leases for prime movers and handlingequipments in the amount of S$262,000 and (ii) the reclassification of the abovementioned repaymentsfrom non-current portion of our finance leases in the amount of S$676,000 in accordance with applicableaccounting policies. Our Group’s obligations under finance leases are secured by our property, plant andequipment. Please refer to the section entitled “Capitalisation and Indebtedness” of this Prospectus formore information.

Trade payables stood at approximately S$6.1 million and S$6.3 million at the end of FY2008 and 1H2009,respectively. Our average third party trade payables’ turnover days increased marginally from 55 days inFY2008 to 57 days in 1H2009. Please refer to the section entitled “Management’s Discussion andAnalysis of Results of Operations and Financial Condition - Credit Management” of this Prospectus formore information on our third party trade payables turnover.

Other payables, comprising mainly payables due to related parties and directors, rental deposits, accruedexpenses and dividends payable, stood at approximately S$17.3 million and S$13.6 million as at 31December 2008 and 30 June 2009, respectively. The largest component of other payables was amountsdue to related parties and directors amounting to approximately S$11.6 million and S$7.1 million as atthe end of FY2008 and 1H2009, respectively. The amount due to directors relates to an unsecured andinterest-free loan of S$1.3 million being obtained to purchase the warehouse at 1 Chia Ping, which was

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fully repaid in April 2009. The amount due to related parties pertains to a S$6.0 million loan due to SHPD,which was obtained for the construction of the building at 7 Penjuru Close. These two loans areconsidered as Interested Person Transactions during the Period under Review. Please refer to the sectionentitled “Interested Person Transactions and Conflicts of Interest - Present and On-going InterestedPerson Transactions” of this Prospectus for details on the amounts due to SHPD and directors. As at 30June 2009, our other payables decreased by approximately S$3.8 million. This was primarily due to theconversion of the S$6.0 million loan due to a related party to a 3-year term loan and repayable in threeequal instalments, at interest rates equivalent to the annual SIBOR rate when due. This decrease wasoffset by a net increase of approximately S$1.9 million in amounts due to directors, which comprisedS$5.0 million of interim dividends being declared for FY2009 and the payment of S$3.1 million of amountpreviously due to directors as at 31 December 2008.

Income tax payable stood at approximately S$2.0 million as at the end of FY2008 and 1H2009.

Net current liabilities/assets position

As at 31 December 2008, we were in a net current liabilities position of approximately S$24.9 million. Themain reasons for our net liabilities position were the following:

(i) S$18.5 million of bank overdrafts being obtained to finance the construction of the building at 7Penjuru Close;

(ii) S$6.0 million of loan amount due to a related party being obtained to finance the construction ofthe building at 7 Penjuru Close;

(iii) S$1.3 million of loan amount due to a director being obtained to purchase the warehouse at 1 ChiaPing; and

(iv) S$1.5 million of dividends being declared in FY2008 but only paid in 1H2009.

However, our net current liabilities position improved to a net current assets position of approximatelyS$2.0 million as at 30 June 2009. This was mainly due to (i) the conversion of the S$18.5 million bankoverdrafts to a long-term 12-year term loan; and (ii) the conversion of the S$6.0 million amount due torelated party to a three-year term loan and repayable in three equal instalments, at interest ratesequivalent to the annual SIBOR rate when due. During the construction phase of our building at 7 PenjuruClose, the above borrowings taken up to finance the construction were classified as short-termborrowings. Upon completion of the construction of the buildings, these loans were converted to long-term loans.

Non-current liabilities

Our non-current liabilities comprised long-term portion of bank borrowings and finance leases, loan fromrelated party and deferred tax liabilities. As at 31 December 2008 and 30 June 2009, our non-currentliabilities of approximately S$10.1 million and S$36.3 million accounted for 16.6% and 56.0% of our totalliabilities, respectively.

The increase in our non-current liabilities of approximately S$26.2 million or 258.5% as at 30 June 2009was mainly due to (i) the conversion of the S$18.5 million bank overdrafts to a long-term 12-year loan;and (ii) the conversion of the S$6.0 million amount due to related party to a three-year term loan andrepayable in three equal instalments, at interest rates equivalent to the annual SIBOR rate when due.

Share capital and reserves

Share capital and reserves comprised share capital and accumulated profits. As at the end of FY2008and 1H2009, our share capital and reserves amounted to approximately S$16.3 million and S$15.0million, respectively. Please refer to the section entitled “General Information on our Group - ShareCapital” of this Prospectus for more information.

Please also refer to the section entitled “Management’s Discussion and Analysis of Results of Operationsand Financial Condition - Liquidity and Capital Resources” for the reasons for changes in the abovebalance sheet items between FY2008 and 1H2009.

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LIQUIDITY AND CAPITAL RESOURCES

Our operations, business growth and expansion have been funded by a combination of internal andexternal sources of funds. Internal sources of funds include mainly cash generated from our operatingactivities and cash and bank balances; while external sources comprise mainly borrowings from banksand other financial institutions and capital contribution from our Shareholders.

The principal uses of these funds are for working capital purposes such as payment of trade payables,financing of trade receivables balances and operating expenses, as well as for our capital expenditureand repayment of loans and advances.

Our bank borrowings comprise mainly long-term bank loans. As at 30 June 2009, we had total bankborrowings of approximately S$35.9 million and total cash and bank balances of approximately S$13.9million. Please refer to the section entitled “Capitalisation and Indebtedness” of this Prospectus for furtherinformation on our banking facilities.

As at the Latest Practicable Date, we have total banking facilities of S$34.9 million, of which S$24.7million has been utilised. Further details of our banking facilities can be found in the sections entitled“Capitalisation and Indebtedness”, Appendix A – “Independent Auditors’ Report and Combined FinancialStatements for the Years ended 31 December 2006, 2007 and 2008” of this Prospectus” and Appendix B– “Independent Auditors’ Review Report and Combined Interim Condensed Financial Statements for theSix Months ended 30 June 2009” of this Prospectus.

Our Directors are of the opinion that, as at the Latest Practicable Date, after taking into account ourinternal and external sources of funds, our Group has adequate working capital to meet our presentrequirements.

To the best of our Directors’ knowledge, we are not in breach of any of the terms and conditions orcovenants associated with any credit arrangement or bank loan which could materially affect our financialposition and results of business operations or the investment by our Shareholders.

We set out below a summary of our Group’s net cash flows for FY2006, FY2007, FY2008 and 1H2009:

FY2006 FY2007 FY2008 1H2009S$’000 S$’000 S$’000 S$’000

Net cash generated from operating activities 5,164 532 15,978 12,381

Net cash (used in) / generated from investing activities (597) (22,301) (6,229) 1,287

Net cash (used in) / generated from financing activities (6,490) 18,217 (3,179) (2,839)

Net (decrease) / increase in cash and cash equivalents (1,923) (3,552) 6,570 10,829

Cash and cash equivalents at the beginning of the financial year / period 116 (1,807) (5,359) 1,211

Cash and cash equivalents at the end of the financial year / period (1,807) (5,359) 1,211 12,040

FY2006

Cash flow from operating activities

In FY2006, we generated net cash from operating activities of approximately S$5.2 million. Thiscomprised operating cash flow before working capital changes of approximately S$4.7 million, andadjusted by net working capital inflows of approximately S$0.9 million which was offset by income taxpayment of approximately S$0.4 million.

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The net working capital inflows were mainly the result of the following:

(1) a decrease in other receivables of approximately S$2.8 million; and

(2) an increase in other payables of approximately S$0.2 million.

The above working capital inflows were offset by the following cash outflows:

(1) an increase in trade receivables of approximately S$1.1 million; and

(2) a decrease in trade payables of approximately S$0.9 million.

The increase in our trade receivables was in line with the increase in our Group’s revenue and profit. Thedecrease in other receivables was mainly due to a S$3.0 million reduction in non-trade amount due torelated parties. The decrease in third party trade payables was a result of payment made to the contractorfor the construction of 7 Penjuru Close as it constituted a substantial portion of our payables which had tobe settled over a shorter credit term of 30 days. Our average third party trade payables’ turnover days fellfrom 88 days and 69 days in FY2005 and FY2006, respectively. The increase in other payables wasmainly due to an increase in amount due to our directors for our working capital purposes.

Cash flow used in investing activities

In FY2006, our net cash used in investing activities amounted to approximately S$0.6 million. This wasmainly attributable to the purchase of property, plant and equipment of approximately S$2.0 million, whichwas offset by the proceeds received from the disposal of property, plant and equipment of approximatelyS$1.4 million. Please refer to the section entitled “Management’s Discussion and Analysis of Results ofOperations and Financial Condition - Material Capital Expenditures, Divestments and Commitments” ofthis Prospectus for more information on the above additions and disposals of property, plant andequipment.

Cash flow from financing activities

In FY2006, our cash used in financing activities amounted to approximately S$6.5 million. This wasmainly due to (i) dividend payment of S$1.0 million to our shareholders; (ii) repayment of our obligationsunder finance leases of approximately S$2.6 million; (iii) increase in pledged deposits amounting toapproximately S$1.3 million; (iv) repayment of bank loans and interests of approximately S$1.2 million;and (v) repayment of approximately S$1.9 million to related parties. This was offset by an increase inamount due to directors of approximately S$1.4 million.

FY2007


In FY2007, our net operating cash inflow was approximately S$0.5 million. This comprised operating cashflow before working capital changes of approximately S$5.4 million, and adjusted for net working capitaloutflows of approximately S$4.4 million and income tax payment of approximately S$0.5 million.

The net working capital outflows were mainly the result of the following:

(1) an increase in trade receivables of approximately S$7.1 million; and

(2) an increase in other receivables of approximately S$2.3 million.

The above working capital outflows were offset by the following cash inflows:

(1) an increase in trade payables of approximately S$4.9 million; and

(2) an increase in other payables of approximately S$63,000.

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The increases in trade receivables and trade payables were in line with the increase in the Group’srevenue and profit. The increases in other receivables was mainly due to (i) increases in non-tradebalances due from related parties of approximately S$0.8 million largely due to service income owed bySHPD for our provision of manpower support and services to SHPD for its Export Processing Zoneoperations; (ii) increases in amounts due from external parties of approximately S$1.0 million as a resultof higher cash collections from our depot business; and (iii) increases in prepayments and deposits ofS$0.5 million as we expanded our warehousing portfolio.


In FY2007, our net cash used in investing activities amounted to approximately S$22.3 million. This wasmainly attributable to expenses incurred for the construction of 7 Penjuru Close such as the purchase ofconstruction and renovations, furniture, fixtures and fittings and warehouse handling equipment for ournew warehouse, which amounted to approximately S$22.7 million. This was offset by the proceedsreceived from the disposal of property, plant and equipment of approximately S$0.3 million. Please referto the section entitled “Management’s Discussion and Analysis of Results of Operations and FinancialCondition - Material Capital Expenditures, Divestments and Commitments” of this Prospectus for moreinformation on the above additions and disposals of property, plant and equipment.


In FY2007, we recorded net cash inflow provided by financing activities of approximately S$18.2 million,which was mainly attributable to (i) new bank borrowings amounting to approximately S$20.9 millionbeing obtained; (ii) increase in amount due to related parties of approximately S$5.5 million; and (iii)discharge of pledged deposits of approximately S$1.3 million. This was offset by our net cash used infinancing activities of approximately S$9.3 million, which was mainly due to (i) dividend payment of S$0.5million to directors; (ii) discharge of our obligations under finance leases of approximately S$4.1 million;(iii) repayment of amount due to directors of approximately S$1.8 million; and (iv) repayment of bankloans and interests of approximately S$2.9 million.

FY2008


In FY2008, we generated net cash from operating activities of approximately S$16.0 million. Thiscomprised operating cash flow before working capital changes of approximately S$15.0 million, andadjusted for net working capital inflows of approximately S$1.2 million which was offset by income taxpayment of approximately S$0.2 million.


(1) a decrease in trade receivables of approximately S$3.4 million;

(2) a decrease in other receivables of approximately S$1.4 million; and


The above working capital inflows were offset by the cash outflow arising from a decrease in tradepayables of approximately S$6.3 million.

The decrease in trade receivables in FY2008 was mainly due to the implementation of our Credit ControlProcedures (as defined on page 67 of this Prospectus) on our collection of trade receivables. Ouraverage third party trade receivables’ turnover days were approximately 107 days and 94 days in FY2007and FY2008, respectively. Please refer to the section “Management’s Discussion and Analysis of Resultsof Operations and Financial Condition - Credit Management” of this Prospectus for more information onour trade receivables.

The decrease in other receivables was mainly due to the decrease in amounts due from outside partiesas a result of lower cash collections relating to our container handling charges during the economicdownturn in late FY2008.

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The increase in other payables was mainly attributable to (i) increase in accruals of approximately S$1.0million which was largely due to higher accruals for property tax; and (ii) increase in rental depositsobtained from third parties of approximately S$1.1 million as we increased our warehouse portfolio andsecured new customers in FY2008.

In FY2008, we net-off the outstanding trade-related balances due to and due from related parties. Assuch, the decrease in trade payables was mainly due to the net off of trade receivables from relatedparties.


In FY2008, our net cash used in investing activities amounted to approximately S$6.2 million, which wasmainly due to the purchase of property, plant and equipment of approximately S$7.7 million. This cashoutflow was however offset by (i) the proceeds received from the disposal of property, plant andequipment of approximately S$0.9 million; and (ii) the cash and bank balances received from ouracquisition of Cogent Investment and Cogent Automotive in August 2008 which amounted toapproximately S$0.5 million.

Please refer to the section entitled “Management’s Discussion and Analysis of Results of Operations andFinancial Condition - Material Capital Expenditures, Divestments and Commitments” of this Prospectusfor more information on the above additions and disposals of property, plant and equipment.


In FY2008, we recorded a net cash outflow from financing activities of approximately S$3.2 million, whichwas due to (i) the discharge of our obligations under finance leases of approximately S$3.8 million; (ii)repayment of bank loans and interest amounting to approximately S$4.7 million; and (iii) increase inpledged deposits amounting to approximately S$0.1 million. This was offset by (i) new bank borrowingsamounting to approximately S$3.9 million being obtained; and (ii) an increase in amounts due to directorsand related parties of approximately S$1.6 million.

1H2009


In 1H2009, we generated net cash from operating activities of approximately S$12.4 million. Thiscomprised operating cash flow before working capital changes of approximately S$8.5 million, andadjusted for net working capital inflows of approximately S$4.7 million which was offset by income taxpayment of approximately S$0.8 million.


(1) a decrease in trade receivables of approximately S$2.6 million;

(2) an increase in trade payables of approximately S$0.2 million; and


The above working capital inflows were offset by an increase in other receivables of S$0.2 million.

The decrease in trade receivables in 1H2009 was mainly due to the implementation of our Credit ControlProcedures on our collection of trade receivables. Our average third party trade receivables’ turnover dayswere approximately 94 days and 95 days in FY2008 and 1H2009, respectively. Please refer to thesection “Management’s Discussion and Analysis of Results of Operations and Financial Condition - CreditManagement” of this Prospectus for more information on our trade receivables. The marginal increase intrade payables was mainly due to the fact we had taken slightly longer period to repay our trade creditorsas our average third party trade payables’ turnover days rose from 55 days in FY2008 to 57 days in1H2009.

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There was an increase in our other payables, mainly due to the increase in rental deposits being obtainedfrom third parties and increase in accrued income as we purchased the warehouse at 1 Chia Ping inAugust 2008. The marginal increase in our other receivables was due to the prepayments of deferred IPOexpenses incurred for the preparation of our Company’s proposed listing on the SGX-ST.


In 1H2009, we recorded net cash inflow provided by investing activities of approximately S$1.3 million,which was mainly due to the (i) S$1.5 million proceeds received from the disposal of our investmentproperty at 20/20A Tanjong Pagar; and (ii) proceeds received from the disposal of property, plant andequipment of approximately S$0.3 million. This cash inflow was however offset by the purchase ofproperty, plant and equipment of approximately S$0.5 million.

Please refer to the section entitled “Management’s Discussion and Analysis of Results of Operations andFinancial Condition - Material Capital Expenditures, Divestments and Commitments” of this Prospectusfor more information on the above additions and disposals of property, plant and equipment.


In 1H2009, we recorded net cash outflow from financing activities of approximately S$2.8 million, whichwas mainly attributable to (i) new bank borrowings amounting to approximately S$4.9 million beingobtained; (ii) increase in amount due to related parties of approximately S$18,000; and (iii) increase inpledged deposits of approximately S$0.1 million. This was offset by our net cash used in financingactivities of approximately S$7.9 million, which was mainly due to (i) new and the repayment of loans todirectors which amounted to approximately S$3.3 million; (ii) the discharge of our obligations underfinance leases of approximately S$1.4 million; (iii) the repayment of bank loans and interests ofapproximately S$1.7 million; and (iv) dividend payment of S$1.5 million to shareholders.

MATERIAL CAPITAL EXPENDITURES, DIVESTMENTS AND COMMITMENTS

The material expenditures of capital investment and divestments made by our Group for FY2006,FY2007, FY2008, 1H2009 and up to the Latest Practicable Date were as follows:

From1 July 2009

up to the Latest

Practicable FY2006 FY2007 FY2008 1H2009 DateS$’000 S$’000 S$’000 S$’000 S$’000

AcquisitionsLeasehold land and building – – 29,297(1) 140 –Office and warehouse equipment 344 596 1,278 36 57Furniture and fittings 14 18 189 – 4Motor vehicles 2,605 6,077 2,980 1,059 229Leasehold improvements 43 13 715 – 20Construction-in-progress 1,615 21,661 (23,276)(1) – 226

Total 4,621 28,365 11,183 1,235 536

DivestmentsLeasehold land and building – – – – 23,608Investment properties – – – 1,500 400Office and warehouse equipment 206 – – 9 –Furniture and fittings 17 – – – –Motor vehicles 2,632 503 1,379 815 127Leasehold improvements – 206 76 – –

Total 2,855 709 1,455 2,324 24,135

Note:

(1) This includes the reclassification of construction-in-progress of approximately S$23.3 million upon the completion of theleasehold property located at 7 Penjuru Close.

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The purchases of the above assets were financed mainly through internal cash resources, bankborrowings and finance leases.

Acquisitions

As part of our expansion plans, we invested a total of approximately S$2.3 million in office andwarehouse equipment between FY2006 to 1H2009 for the new warehouses added to our portfolio duringthe Period under Review.

During the Period under Review, we acquired approximately S$12.7 million worth of motor vehicles. InFY2006, we purchased additional depot handling equipment such as forklifts that can stack up to 9containers which increased our storage capacity for containers at our depot. In FY2007, we invested inprime movers and trailers in order to handle additional demand relating to our new customers for thetransportation management services segment. We also added depot handling equipment during FY2007and FY2008.

The acquisitions of leasehold properties and buildings in FY2008 refer mainly to the properties located at7 Penjuru Close and 1 Chia Ping. We invested approximately S$23.6 million in 7 Penjuru Close andS$4.6 million in 1 Chia Ping. These acquisitions are part of our strategic plans to increase ourwarehousing portfolio. We had capitalised the expenses incurred for the construction of the warehouse at7 Penjuru Close.

On 18 December 2009, SHCL entered into two sale and purchase agreements with SHPD pursuant towhich SHCL agreed to acquire the properties located at 11 Jalan Terusan and Jurong Port Roadconditional upon, inter alia, SHCL and SHPD obtaining in-principle approval from JTC and the relevantauthorities required by JTC for the assignments of 11 Jalan Terusan and Jurong Port Road by SHPD toSHCL. As at the date of this Prospectus, we have received in-principle approval from JTC for theassignments. Please refer to the section entitled “Interested Person Transactions and Conflicts of Interest– Present and On-going Interested Person Transactions” of this Prospectus for more details.

Divestments

During the Period under Review, we divested approximately S$5.3 million worth of motor vehicles. As partof our strategic move to rationalise our business operations and efficiency, we divested some of our olderhandling equipment, prime movers and trailers.

In 1H2009, we sold off one of our investment properties located at 20/20A Tanjong Pagar for S$1.5million. In July 2009 and September 2009, the Group entered into agreements to dispose of theinvestment property at 200 Jalan Sultan and the leasehold land and building at 19 Tuas Avenue 20 for aconsideration of S$0.4 million and S$6.3 million, respectively. The sale of the property at 200 Jalan Sultanwas completed on 9 November 2009. The sale of the property at 19 Tuas Avenue 20 is pending JTCapproval.

On 15 December 2009, we entered into a sale and purchase agreement with HSBC Institutional TrustServices (Singapore) Limited (as trustee of Mapletree Logistics Trust) (“Mapletree Logistics Trust”) todispose of our property at 7 Penjuru Close for a consideration of S$43.0 million as part of the sale andlease-back arrangement with Mapletree Logistics Trust and the sale and lease-back arrangement wascompleted on the same day.

Capital Commitments

As at the Latest Practicable Date, we do not have any material commitment for capital expenditure.

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Finance Lease Commitments

As at 31 December 2008 and as at the Latest Practicable Date, our Group has the following outstandingfinance lease commitments:

As at As at the Latest31 December 2008 Practicable Date

S$’000 S$’000

Within one year 2,240 1,354In the second to fifth year inclusive 1,315 684After five years 42 23

Total 3,597 2,061

Our lease commitments refer mainly to the purchase of our prime movers, trailers, motor vehicles andhandling equipment on hire purchase arrangements. Please refer to the section entitled “History andBusiness - Properties and Fixed Assets” of this Prospectus for details on our hire purchase agreements.

Our Group expects to meet our lease commitments through our existing working capital.

Save as disclosed above and in the section entitled “Prospects, Strategies and Future Plans” of thisProspectus, we do not have other outstanding material commitments on capital expenditures, divestmentsand commitments as at the Latest Practicable Date.

FOREIGN EXCHANGE EXPOSURE

Our reporting currency is in S$ and all our operations are carried out in Singapore. Save for one of ourcustomers who transacts with us in US dollars and contributed less than 5% of our sales for the Periodunder Review, our Group does not transact in any other currency. Accordingly, we are not subject to anymaterial foreign exchange exposure.

Currently, we do not have any hedging policy with respect to foreign exchange exposure. In the event thatwe are exposed to any foreign currency risks in future, we will monitor closely and will consider hedgingany material foreign exposure should the need arises. Our Group Financial Controller will monitor ourGroup’s foreign exchange exposures and propose the need for hedging transactions where necessary.We will seek the approval of our Audit Committee prior to the use of any financial instruments for hedgingpurposes.

In the event we determine that there is a need to hedge our foreign currency exposure, we will establish aformal policy and such policy (including the type of financial instrument) shall, upon the recommendationof our Audit Committee, be subject to the review and approval of our Board prior to implementation.

CREDIT MANAGEMENT

Our Group generally extends credit terms of between 30 days and 60 days to our third party customers.

The credit terms extended to every customer may differ as we would take into account the nature of thecontract, creditworthiness of the customer, level of risk involved, financial background, length of businessrelationship, frequency of purchases and the size of the transaction. For credit terms lesser than 60 days,our sales managers are authorised to grant to customers. For credit terms more than 60 days, our salesmanagers will need to seek approval from our Managing Director.

The primary method of repayment of trade debts by our customers is via bank transfers or cheques madepayable to our Group. We do not usually receive cash for repayment of trade debts.

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Our average third party trade receivables’ turnover for FY2006, FY2007, FY2008 and 1H2009 were asfollows:

FY2006 FY2007 FY2008 1H2009

Average trade receivables’ turnover(1) (days) 106(2) 107(2) 94(2) 95(3)

Notes:

(1) Excludes amount due from related parties.

(2) Average trade receivables turnover = (Average trade receivables / revenue) X 365 days.

(3) Average trade receivables turnover for 1H2009 = (Average trade receivables / revenue) X 180 days.

As we focused on the expansion of our customer base from FY2006 to FY2007, we were more flexible inour credit terms and payment collection to foster goodwill and potential long-term business relationshipswith customers. In FY2008, we had undertaken measures to be more stringent in our payment collectionand engaged third parties to collect long outstanding debts, issued letters of demand and also designatedstaff to specifically fulfil credit control functions (“Credit Control Procedures”). However, as manycompanies were affected by the economic downturn in FY2008, our third party trade receivables’ turnoverdays improved slightly from 107 days in FY2007 to 94 days in FY2008. This improving trend was mainlydue to our ability to shorten our collection period as a result of the implementation of our Credit ControlProcedures on our collection of trade receivables. With the implementation of our Credit ControlProcedures, we believe that the average trade receivables’ turnover days for 1H2009 would haveimproved if not for the financial crisis.

Notwithstanding our policies, it has been our practice to allow for longer repayment periods for certain ofour major customers without changing the credit terms of 30 to 60 days on a case-by-case basis afterconsidering the business prospects of our customers. This arrangement is in line with our strategy ofbuilding long-term business relationships with our customers. As such our average trade receivablesturnover has been generally higher than our policy for FY2006, FY2007, FY2008 and 1H2009.

Our finance team monitors all outstanding trade debts. If a customer fails to issue payment on our invoicewithin the credit term granted, our credit control personnel will contact the customer to follow up on thepayment status of the overdue debt. If we are still unable to collect payment, we may proceed to issue aletter of demand to the customer and may ultimately consider legal action, depending on the materiality ofthe debt and our relationship with the customer.

We currently do not have a policy for the general provision of doubtful debts. However, we will makespecific provision for doubtful debts on a case-by-case basis based on the likelihood of recovery of aparticular debt, the credit standing of the customer and the customer’s response to our follow-up on theoutstanding debt. We will write off a debt upon identifying the debt as unrecoverable and asrecommended by our Group Financial Controller and upon approval by our Board of Directors.

Our allowance for doubtful trade debts for FY2006, FY2007, FY2008 and 1H2009 were as follows:

FY2006 FY2007 FY2008 1H2009

Allowance for doubtful trade debts made during the year (S$’000) 125 87 91 76

As a percentage of revenue (%) 0.5 0.2 0.2 0.3

As a percentage of profit before tax (%) 7.1 4.1 1.0 1.6

There were no significant bad debts written-off and provision for impairment of trade debts in the lastthree financial years ended 31 December 2008 and 6 months ended 30 June 2009.

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Ageing schedule of trade receivables

The ageing schedule of our third party trade receivables of approximately S$12.4 million as at 30 June2009 is as follows:

Percentage of totalTrade receivables trade receivables

Ageing schedule of trade receivables S$’000 %

0 – 30 days 5,258 42.5

31 – 60 days 2,258 18.3

61 – 90 days 1,540 12.4

91 – 120 days 438 3.5

121 – 150 days 2,376 19.2

Exceeds 151 days 512 4.1

Total 12,382 100.0

As at 21 January 2010, 86.1% of the outstanding trade receivables as at 30 June 2009 had beencollected and we are constantly in discussions with our customers to recover the remainder of our tradedebts.

Credit terms extended by our suppliers

Credit terms granted by our third party trade creditors vary from supplier to supplier and are alsodependent on our relationship with them and the nature and size of transactions. Generally, credit termsgranted to us by our trade creditors range from 30 days to 60 days.

Our average third party trade payables turnover for FY2006, FY2007, FY2008 and 1H2009 were asfollows:

FY2006 FY2007 FY2008 1H2009

Average trade payables’ turnover(1) (days) 69(2) 48(2) 55(2) 57(3)

Notes:

(1) Excludes amount due to related parties.

(2) Average trade payables turnover = (Average trade payables / purchases) X 365 days.

(3) Average trade payables turnover for 1H2009 = (Average trade payables / purchases) X 180 days.

Between FY2006 and FY2007, our average third party trade payables’ turnover days improved from 69days to 48 days. This improving trend was mainly due to the shorter credit term granted by the contractorfor the construction of 7 Penjuru Close.

Upon completion of the construction of 7 Penjuru Close, our average third party trade payables’ turnoverdays increased gradually from 48 days in FY2007 to 55 days in FY2008 and further to 57 days in1H2009, which is within the 60 days credit terms granted to us by most of our other suppliers.

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GENERAL INFORMATION ON OUR GROUP

SHARE CAPITAL

Our Company has only one class of Shares in its share capital. The rights and privileges of our Sharesare stated in our Articles of Association. A summary of the Articles of Association of our Companyrelating to the voting rights of Shareholders is set out in Appendix E of this Prospectus. There are nofounder, management, deferred or unissued Shares reserved for issuance for any purpose.

At an extraordinary meeting held on 18 January 2010, our Shareholders approved, inter alia, thefollowing:

(a) the consolidation of every two Shares in our issued share capital into one Share (the“Consolidation”);

(b) the sub-division of each Share in our issued share capital into 273 Shares (the “Sub-division”);

(c) the conversion of our Company into a public limited company and the change of our name to“Cogent Holdings Limited”;

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

(e) the allotment and issue of the Invitation Shares which are the subject of the Invitation. TheInvitation Shares, when issued and fully paid-up, will rank pari passu in all respects with theexisting issued and fully paid-up Shares;

(f) the adoption of the Cogent Holdings Employee Share Option Scheme and the adoption of theCogent Holdings Performance Share Plan and the authorisation of our Directors, pursuant toSection 161 of the Companies Act, to allot and issue Shares upon the exercise of Options grantedunder the Cogent Holdings Employee Share Option Scheme and upon grant of Awards under theCogent Holdings Performance Share Plan;

(g) that authority be given, pursuant to Section 161 of the Companies Act, to our Directors to allot andissue (i) shares in our Company (whether by way of rights, bonus or otherwise); and (ii) any offer,agreements or options (collectively, “Instruments”) that might or would require shares to be issued,including but not limited to the creation and issue of (as well as adjustments to) warrants,debentures or other instruments convertible into Shares at any time and upon such terms andconditions and for such purposes and to such persons as our Directors shall in their absolutediscretion deem fit, provided that:

(A) (1) the aggregate number of Shares to be issued pursuant to such authority (includingShares to be issued to in pursuance of Instruments made or granted pursuant to suchauthority) (the “Shares Issues”) shall not exceed 50.0% of the total number of sharesin the post-Invitation issued share capital of our Company (excluding treasury shares),of which the aggregate number of Shares to be issued other than on a pro rata basisto the then existing shareholders of our Company shall not exceed 20.0% of thenumber of shares in the post-Invitation issued share capital of our Company(excluding treasury shares);

(2) the aggregate number of Shares to be issued pursuant to such authority by way of arenounceable issue on a pro rata basis to shareholders of our Company (includingShares to be issued in pursuance of Instruments made or granted pursuant to suchauthority) (the “Renounceable Rights Issues”) does not exceed 100% of the numberof shares in the post-Invitation issued share capital of our Company (excludingtreasury shares); and

(3) the number of Shares to be issued pursuant to the Shares Issue and theRenounceable Rights Issues shall not, in aggregate exceed 100% of the total numberof issued Shares (excluding treasury shares).

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(B) for the purpose of determining whether the aggregate number of Shares exceeds the 100%limit, the percentage of issued Shares (excluding treasury shares) shall be based on thetotal number of Shares issued pursuant to such authority (unless the SGX-ST’s prevailingregulations and requirements otherwise provide).

(h) that without prejudice to the generality of, and pursuant and subject to the approval of the generalmandate to issue Shares set out in (g) above, authority be given to the Directors of the Companyto issue Shares other than on a pro rata basis to shareholders of the Company, at a discount notexceeding 20.0% to the weighted average price of the Shares for trades done on the SGX-ST forthe full market day on which the placement or subscription agreement is signed (or if not available,the weighted average price based on the trades done on the preceding market day), at any timeand upon such terms and conditions and for such purposes and to such persons as the Directorsmay in their absolute discretion deem fit,

provided that:

(A) in exercising the authority conferred by this resolution (g), the Company shall comply withthe requirements imposed by the SGX-ST from time to time and the provisions of the ListingManual for the time being in force (in each case, unless such compliance has been waivedby the SGX-ST), all applicable legal requirements under the Companies Act and otherwise,and the Articles of Association for the time being of the Company; and

(B) (unless revoked or varied by the Company in general meeting) the authority conferred by thisresolution (g) shall continue in force until the conclusion of the next Annual General Meetingof the Company or the date by which the next Annual General Meeting of the Company isrequired by law to be held, whichever is the earlier.

Unless revoked or varied by our Company in general meeting, such authority shall continue in fullforce until the conclusion of the next Annual General Meeting of our Company or the date by whichthe 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 Sharespursuant to the Shares Issues and the Renounceable Rights Issues notwithstanding that suchauthority has ceased.

For the purposes of this resolution and pursuant to Rules 806(3) and 806(4) of the Listing Manual,“post-Invitation issued share capital” shall mean the enlarged issued share capital of our Companyafter the Invitation (excluding treasury shares), after adjusting for (i) new Shares arising from theconversion or exercise of any convertible securities; (ii) new Shares arising from exercising of anyconvertible securities or share options or vesting of share awards outstanding or subsisting at thetime such authority is given, providing the options or awards were granted in compliance with theListing Manual; and (iii) any subsequent bonus issue, consolidation or sub-division of Shares.

As at the Latest Practicable Date, the issued and paid-up share capital of our Company is S$2.00comprising two Shares. Upon the allotment and issue of (i) the 1,999,998 new Shares to Mr Tan YeowKhoon and Mr Edwin Tan Yeow Lam pursuant to the Restructuring Exercise, and (ii) the New Shareswhich are the subject of the Invitation, the resultant issued share capital of our Company will beincreased to S$27,976,274 comprising 319,000,000 Shares.

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Details of changes in our issued share capital since the date of incorporation of our Company andimmediately after the Invitation are as follows:

Resultant Issued Share

Number of CapitalShares (S$)

Issued and fully paid Shares as at the date of incorporation of ourCompany 2 2

Issue of 1,999,998 new Shares pursuant to the RestructuringExercise 2,000,000 18,284,767

Consolidation 1,000,000 18,284,767

Sub-division 273,000,000 18,284,767

Pre-Invitation share capital 273,000,000 18,284,767

New Shares to be issued pursuant to the Invitation 46,000,000 27,976,274

Post-Invitation share capital 319,000,000 27,976,274(1)

Note:

(1) The share capital is nett of estimated expenses payable by our Company in connection with this Invitation, such treatmentbeing in accordance with applicable accounting standards.

The shareholders’ equity of our Company: (i) as at incorporation; (ii) after adjustment to reflect theRestructuring Exercise, the Consolidation and the Sub-division; and (iii) after the Invitation are set outbelow. These statements should be read in conjunction with the combined financial statements of ourGroup set out in Appendix A and Appendix B of this Prospectus.

After adjustingfor the Consolidation,

Sub-division andAs at date of Restructuring After theincorporation Exercise Invitation

(S$) (S$) (S$)

Shareholders’ equity

Share capital 2 18,284,767 27,976,274(1)

Reserves – – (580,607)

Total Shareholders’ equity 2 18,284,767 27,395,667

Note:

(1) The share capital is nett of estimated expenses payable by our Company in connection with this Invitation, such treatmentbeing in accordance with applicable accounting standards.

RESTRUCTURING EXERCISE

We undertook the following restructuring exercises to streamline and rationalise our Group structure inconnection with the Invitation:

(a) Incorporation of our Company

In accordance with the Companies Act, we were incorporated on 18 June 2007 as a private limitedcompany under the name Cogent Holding Pte. Ltd. Our principal activity is that of an investmentholding company. At the time of incorporation, we had an issued and paid-up share capital ofS$2.00, comprising two Shares of S$1.00 each, held by Mr Tan Yeow Khoon and Mr Edwin TanYeow Lam.

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(b) Acquisition of SHCL

On 18 January 2010, we entered into a sale and purchase agreement with Mr Tan Yeow Khoon andMr Edwin Tan Yeow Lam for the acquisition of the entire issued share capital of SHCL for aconsideration of S$12,674,975, based on the NTA of SHCL for FY2008 of S$12,674,975. Theconsideration was satisfied by the allotment and issue of 1,400,000 Shares in our Company. Theacquisition was completed on 19 January 2010.

(c) Acquisition of Soon Hock Transportation

On 18 January 2010, we entered into a sale and purchase agreement with Mr Tan Yeow Khoon andMr Edwin Tan Yeow Lam for the acquisition of the entire issued share capital of Soon HockTransportation for a consideration of S$2,885,386, based on the NTA of Soon Hock Transportationfor FY2008 of S$2,885,386. The consideration was satisfied by the allotment and issue of 300,000Shares in our Company. The acquisition was completed on 19 January 2010.

(d) Acquisition of Cogent Investment

Mr Tan Yeow Khoon and Mr Edwin Tan Yeow Lam acquired a 99% stake in Cogent Investment inJuly 2008 from Ms Neo Li Tang for an aggregate consideration of S$792,000 and the remaining 1%interest in the company in May 2009 from Mr Goh Wee Suan, a former employee of our Group, fora consideration of S$8,000. The consideration for both acquisitions was based on the NTA ofCogent Investment as at 31 July 2008 of S$657,482. Cogent Investment is an investment holdingcompany.

On 18 January 2010, we entered into a sale and purchase agreement with Mr Tan Yeow Khoon andMr Edwin Tan Yeow Lam for the acquisition of the entire issued share capital of Cogent Investmentfor a consideration of S$897,250, based on the NTA of Cogent Investment for FY2008 ofS$897,250. The consideration was satisfied by the allotment and issue of 99,998 Shares in ourCompany. The acquisition was completed on 19 January 2010.

(e) Acquisition of Cogent Automotive

Mr Tan Yeow Khoon and Mr Edwin Tan Yeow Lam acquired a 33% stake in Cogent Automotive inAugust 2008 from Ms Neo Li Tang for an aggregate consideration of S$990,000. Mr Tan YeowKhoon acquired another 0.33% interest in the company in May 2009 from Mr Goh Wee Suan for aconsideration of S$10,000. The consideration for both acquisitions was based on the NTA ofCogent Automotive as at 31 July 2008 of S$1,194,733. The remaining 66.67% interest in CogentAutomotive was held by Cogent Investment.

Cogent Automotive is involved in the processing, transportation and storage of motor vehicles,including the operation of Export Processing Zones. Prior to the acquisition by Mr Tan Yeow Khoonand Mr Edwin Tan Yeow Lam in August 2008, the business operations of Cogent Automotive weremanaged by Ms Neo Li Tang.

On 18 January 2010, we entered into a sale and purchase agreement with Cogent Investment, MrTan Yeow Khoon and Mr Edwin Tan Yeow Lam for the acquisition of the entire issued share capitalof Cogent Automotive for a consideration of S$1,827,154, based on the NTA of Cogent Automotivefor FY2008 of S$1,827,154. The consideration was satisfied by the allotment and issue of 200,000Shares in our Company to Mr Tan Yeow Khoon and Mr Edwin Tan Yeow Lam and CogentInvestment. Cogent Investment renounced its Shares to Mr Tan Yeow Khoon and Mr Edwin TanYeow Lam. The acquisition was completed on 19 January 2010.

(f) Conversion of our Company into a public company

We were converted into a public company on 29 January 2010 and changed our name to CogentHoldings Limited.

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GROUP STRUCTURE

Our Group structure immediately after the Restructuring Exercise and as at the date of this Prospectus isas follows:

The details of our subsidiaries as at the date of this Prospectus are as follows:

Effectiveequity

Date and Principal Issued and interest heldplace of place of Principal paid-up by our

Name incorporation business business share capital Company

SHCL 1 November Singapore Provision of S$300,000.00 100.00%1985 / Singapore warehousing and

container depot management services

Soon Hock 11 September Singapore Transportation of S$200,000.00 100.00%Transportation 1982 / Singapore containers and

cargoes

Cogent 2 January 2004 Singapore Investment holding S$400,000.00 100.00%Investment / Singapore

Cogent 29 November Singapore Processing, S$300,000.00 100.00%Automotive 1995 / Singapore transportation and

storage of motor vehicles

We do not have any associated companies. Our subsidiaries are not listed on any stock exchange.

Cogent Holdings Limited

SHCL Soon Hock

Transportation Cogent

Investment Cogent

Automotive

100%100%100% 100%

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PRINCIPAL SHAREHOLDERS

Ownership Structure

The Shareholders of our Company and their respective shareholdings immediately before the Invitationand immediately after the Invitation are set out as follows:

Immediately Before the Invitation After the Invitation Direct Interest Deemed Interest Direct Interest Deemed Interest

Number of Number of Number of Number ofShares % Shares % Shares % Shares %

Directors

Tan Yeow Khoon(1) 194,505,948 71.2 – – 166,391,000 52.2 – –

Edwin Tan Yeow Lam(1) 70,850,052 26.0 – – 60,609,000 19.0 – –

Chan Soo Sen – – – – – – – –

Chua Cheow Khoon Michael – – – – – – – –

Teo Lip Hua, Benedict – – – – – – –

Other Shareholders

Highyield Mines Pte Ltd(2) 7,644,000 2.8 – – – – – –

Public – – – – 92,000,000 28.8

TOTAL 273,000,000 100.0 319,000,000 100.0

Notes:

(1) Our Executive Chairman and CEO, Mr Tan Yeow Khoon is the brother of our Managing Director, Mr Edwin Tan Yeow Lam.

(2) Pursuant to a financial consulting services agreement dated 2 April 2009 (the “Financial Consulting Services Agreement”),7,644,000 Shares were transferred to Highyield Mines Pte. Ltd. from Mr Tan Yeow Khoon and Mr Edwin Tan Yeow Lam aspartial payment for financial consulting services rendered to Mr Tan Yeow Khoon and Mr Edwin Tan Yeow Lam. Such servicesinclude advising Mr Tan Yeow Khoon and Mr Edwin Tan Yeow Lam on strategising the portfolio of companies jointly owned byMr Tan Yeow Khoon and Mr Edwin Tan Yeow Lam. In addition, Highyield Mines Pte. Ltd. provided services to the Company inconnection with the Invitation for a cash consideration of S$80,000. The shareholders of Highyield Mines Pte. Ltd. are Mr GeaBan Peng and Ms Tan Oon Soon, who each hold 50% of the total issued share capital in Highyield Mines Pte. Ltd..

The Shares held by our Directors and Substantial Shareholders do not carry different voting rights fromthe Invitation Shares which are the subject of the Invitation.

Save as disclosed above, there are no other relationships between our Directors and SubstantialShareholders.

Save as disclosed above, our Company is not directly or indirectly owned or controlled by anothercorporation, any government or other natural or legal person whether severally or jointly.

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

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Vendors

The name of the Vendors and the numbers of Shares which they will offer pursuant to the Invitation areset out below:

Shares held immediately Vendor Shares offered Shares held after before the Invitation pursuant to the Invitation the Invitation

Percentage Percentage Percentage of pre- of pre- of post-

Invitation Number of Invitation Invitation Number of share Vendor share Number of share

Shares capital Shares capital Shares capital(%) (%) (%)

Material Relationship with our

Name Company

Tan Yeow Executive 194,505,948 71.2 28,114,948 10.3 166,391,000 52.2 Khoon Chairman

and CEO

Edwin Tan Managing 70,850,052 26.0 10,241,052 3.8 60,609,000 19.0Yeow Lam Director

Highyield Consultant 7,644,000 2.8 7,644,000 2.8 – –Mines Pte. to Mr Tan Ltd. Yeow Khoon

and Mr Edwin Tan Yeow Lam

Significant Changes in the Percentage of Shareholdings

Save as disclosed under the sections entitled “General Information on our Group - RestructuringExercise” and “General Information on our Group - Share Capital” of this Prospectus, there are nosignificant changes in the percentage of shareholdings of our Company during the last three financialyears and up to the Latest Practicable Date.

MORATORIUM

To demonstrate their commitment to our Group, our Executive Directors and Substantial Shareholders, MrTan Yeow Khoon and Mr Edwin Tan Yeow Lam, who in aggregate hold 166,391,000 Shares and60,609,000 Shares, representing approximately 52.2% and 19.0% of our enlarged issued and paid-upshare capital after the Invitation, respectively, have undertaken not to transfer, dispose or realise any partof such interests in our Company for a period of six months from the date of our Company’s admission tothe Official List of SGX-ST.

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HISTORY AND BUSINESS

BUSINESS OVERVIEW

We are a full-service logistics management service provider. We offer a comprehensive range of logisticsservices and our business operations can be broadly categorised into the following business segments:

� Transportation Management Services;� Warehousing and Container Depot Management Services; and� Automotive Logistics Management Services.


Our Directors believe that we are one of the leading logistics providers of transportation managementservices in Singapore. We offer trucking services where we load and transport containers which may beladen or empty, and other cargoes. We also provide freight-coordination services such as trade andinbound customs documentation services. Our operations are based in Jurong Island and as at the LatestPracticable Date, we have a fleet that comprises:

� more than 100 prime movers, trucks and lorries. Prime movers are the automotive units that canbe attached and detached from different trailers and used to transport larger cargoes or containerunits that need to be loaded onto trailers. Our trucks and lorries are used to transport lighterloads and smaller-sized cargo such as metal drums; and

� more than 400 trailers, which are the un-motorised container base units that can be attached anddetached from the prime movers. We offer a wide range of trailers that include 20-foot trailers, 40-foot trailers, 45-foot trailers, low-bed trailers and flat-bed trailers.

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Our fleet is used to transport and move containers between the ports and our warehouses or ourcustomers’ designated destinations. We also provide transportation services for oil and gas equipment,including equipment used for the construction of oil rigs. We own all the prime movers, trailers and othersmaller motor vehicles in our fleet, and are therefore able to minimise operational costs and optimise theutilisation of each vehicle. Our prime movers are equipped with GPS and their movements and deliveryroutes are constantly monitored to optimise efficiency. As we are able to determine the location of ourmobile units at a particular point in time, we can deploy the nearest vehicle to the required destination,thereby minimising travelling time.

We also provide dry hubbing services, which refer to the management of transportation and inventory ofladen containers at dedicated storage facilities pending shipment by our customers, and other ancillaryretrieval and transportation services, including the transportation of petroleum and chemical productsfrom Jurong Island. Some of our customers store their surplus stock and end-products on our premises,where storage costs are cheaper than storing them on-site at their own premises. As and when theyrequire the retrieval or delivery of certain stock, we will provide retrieval and transportation services. Ourdry hubbing operations are distinct from our depot operations, as the latter only involves the storage ofempty containers.



We provide warehousing management services to our customers who lease our warehouse space andpremises. We also provide warehousing services such as packing and palletisation. Our Group alsoprovides chemical drumming services to its petrochemical related customers as part of our warehousingservices. In addition, we are able to provide vehicular support such as forklifts to facilitate thewarehousing and storage process. We cater our warehouse leasing services according to thespecifications required by our customers. Based on what is required, we can provide and customise openspace storage areas or areas with cages installed to prevent any unauthorised removal of stored items orcargo.

We provide warehousing services for products such as electronic components, non-perishable items andother general products. We are also licensed by the NEA, Pollution Control Department to store a diverserange of chemicals and hazardous materials at some of our warehouses. We ensure that all chemicalsand chemical compounds stored on our premises are handled by qualified and trained personnel who arefamiliar with the applicable safety standards and procedures.

We currently lease certain properties from JTC and other lessors for our warehouses. We may, from timeto time as we view appropriate, enter into arrangements with various lessors, including MapletreeLogistics Trust, for the sale and lease-back of our properties. Please refer to the section entitled “Historyand Business – Properties and Fixed Assets” of this Prospectus for more details.

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We provide container depot management services to our customers through the storage of unladenshipping containers. Our Directors believe that we have one of the largest depot premises in Singaporelocated in a single location which can store more than 20,000 TEUs. We employ our own managementsystem to optimise storage space and volume. Empty containers are stored on our open space depotpremises where they can be stacked to a maximum height of nine containers. We have our own reachstackers, empty container handlers and forklift trucks on-site to enable efficient storage and placement.We also conduct surveys on all incoming containers to assess their condition and determine whether theyrequire maintenance or repair. We offer cleaning, maintenance and repair works on containers beforethey are stacked and stored on our premises at the request of our customers.

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Our automotive logistics management operations focus solely on the processing, transportation andstorage of motor vehicles. We offer a comprehensive spectrum of services including port and customsclearance, vehicular transportation, warehousing, and delivery. By eliminating unnecessary interimtransitions between operators, we are able to deliver the motor vehicles to our customers in a moreefficient and cost-effective manner. As we are able to store dutiable motor vehicles on multiple sites underone Licensed Warehouse licence issued by the Singapore Customs, we are able to cut down ontransportation time and costs by storing vehicles at a site closest to our customers.

We are also involved in Export Processing Zone operations which include the de-registration process andexport of second-hand motor vehicles. As part of our automotive logistics management services, weassist the LTA in the repossession of cars which have outstanding road taxes and the impounding ofillegally modified cars. We also assist the Singapore Police Force in the removal and towing of accidentvehicles to the designated police pounds. We also offer repossession of motor vehicles and vehiclegrooming services to finance companies.

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We believe our principal competitive strengths are as follows:

One of the leading players in the Singapore logistics industry

Our Directors believe that we are one of the leading full-service logistics management service providersin Singapore within our spheres of operation. We have a long operating history spanning over 30 years inthe Singapore logistics industry. As at the Latest Practicable Date, we have a fleet that comprises morethan 100 prime movers, trucks and lorries, and over 400 trailers. As part of our warehousing andcontainer depot management services, we manage and lease space and premises of up to approximately4,000,000 sq ft as at the Latest Practicable Date. We believe that we have one of the largest depotpremises in Singapore located in a single location which can store more than 20,000 TEUs, and that ourscale of operations creates a significant advantage over our competitors in that we have the ability totransport, store and manage large quantities of laden and empty containers and cargo which allows us toprovide more comprehensive logistics services to many of our customers who are multinationalcorporations.

Full-service integrated logistics solutions provider

We are able to provide quality one-stop logistics solutions to our customers in Singapore at competitiverates. Our range of services includes cargo and container transportation, transportation of oil and gasequipment (including equipment used for the construction of oil rigs), dry hubbing, warehousing, depotservices, port and customs clearance and storage of vehicles at our Export Processing Zone andLicensed Warehouse. Customers can look to us to provide a full suite of logistics solutions as we are ableto cater specifically to our customers’ needs and requests. Due to the nature of our integrated logisticsbusiness, we are able to offer competitive rates and provide efficient services to our customers.

Diversified logistics services structure

We provide different logistics services in the logistics value chain. As such, we have an advantageagainst cyclical changes in the economy. In an economic downturn, there would be decreased tradeactivities globally, negatively impacting the export and handling operations of many logistics companies.However, the decrease in trade activities will also drive up the demand for storage, dry hubbing and depotservices as manufacturers would require storage space for their surplus stock and shipping companiesand container leasing companies would require additional space to store their surplus containers. As weprovide warehousing and container depot management services, we would be able to take advantage ofand benefit from this increase in demand. In an economic uptrend, increased trade activities would driveup demand for quality and cost-effective logistics services. As we provide transportation managementservices, we would be able to take advantage and benefit from this increase in demand. We believe thatdue to our diversified logistics services structure, we are better able to alleviate any adverse impact onour business and operations due to cyclical changes in the economy.

One of the few Licensed Warehouse and licensed chemical warehouse operators in the Singaporelogistics industry

We are one of the few Licensed Warehouse operators in the Singapore logistics industry who have beenauthorised by the Singapore Customs to operate multiple warehouse sites under one LicensedWarehouse licence. A Licensed Warehouse allows the storage of both dutiable and non-dutiable goodswithout incurring GST. Once custom duty on the goods has been paid, duty paid goods cannot be storedin Licensed Warehouses and would need to be transported to non-Licensed Warehouses. As we are notrestricted to confining storage to one single site or warehouse, we are able to delineate specific areas inour warehouses to store both duty-paid and duty-unpaid goods, enabling our customers to store a widerrange of goods on a single site and eliminating the need to incur additional transportation chargestransporting duty paid goods.

We believe that we are one of the few warehouse operators in the Singapore logistics industry who havebeen licensed by the NEA, Pollution Control Department for the handling and storage of hazardousmaterials. As the availability of licensed chemical storage warehouses is limited in Singapore, we are wellpoised to take advantage of any increase in demand for chemical storage in the industry.

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Established relationships with our customers

We have long standing working relationships with many of our key customers. Our relationships withsome of our key customers go back as far as 30 years. Due to our extensive experience in the logisticsindustry, our Directors believe that we have a strong understanding of our customers’ needs andrequirements and have built a strong working relationship with many of them. We are able to leverage onthese relationships to allow us to provide our full suite of logistics solutions to them. Our key customersinclude large local and international corporations, such as A. P. Moller – Maersk A/S (which is tradingunder the name of Maersk Line and represented in Singapore by its agent, Maersk Singapore Pte. Ltd.),The Polyolefin Company(S) Pte. Ltd., Mitsui O.S.K Lines (which is represented in Singapore by MOL(Singapore) Pte. Ltd.) and Keppel Logistics. In August 2007, we commenced the provision of warehousemanagement services and transportation management services to Keppel Fels as a sub-contractor ofKeppel Logistics. We ceased this arrangement with Keppel Logistics in July 2009. Based on ourrelationship with Keppel Logistics, we were able to secure a new contract directly with Keppel Fels inAugust 2009 for the provision of transportation management services, in particular seaport clearance andlocal trucking services.

Experienced and dedicated management team

Our key members of management have been with us since our inception and establishment. Our founderand Executive Chairman and CEO, Mr Tan Yeow Khoon and our Managing Director, Mr Edwin Tan YeowLam, have over 30 years of experience in the logistics industry. Together, they have developed ouroperations throughout the years into a full-service integrated logistics solutions provider presently. OurExecutive Chairman and CEO and Managing Director are closely supported by a competent team ofExecutive Officers who have between them, over 15 years of experience in the logistics industry, some ofwhom have been with our Group for more than 10 years.

HISTORY

Our business commenced operations in the 1960s as a family business providing point to point cargotransportation services with a small fleet of trucks. In the 1970s, our Executive Chairman and CEO, MrTan Yeow Khoon took over the family operations and set up his own sole proprietorship known as SoonHock Transport.

In the late 1980s, our operations were expanded to include small scale container depot services andwarehousing, and we obtained our first two plots of land from JTC located at 31 Penjuru Lane, where ourfirst office was located, and 29 Penjuru Lane. We established a valuable working relationship with MitsuiO.S.K Lines (which is represented in Singapore by MOL (Singapore) Pte. Ltd.) and provided containerdepot and logistics services for their U.S. shipping routes.

In the early 1990s, we established our Safety Management System for the storage of hazardouschemicals and compounds in our warehouses. We adopted and complied with prevailing statutory safetyrequirements and guidelines promulgated by the NEA, Pollution Control Department to ensure theobservance of high safety standards on our premises. As our business was undergoing expansion, weentered into dedicated container depot business. As part of our expansion, we acquired Cogent ContainerServices Pte Ltd, a limited private exempt company in the container depot business, and took over themanagement of this company. With the acquisition of Cogent Container Services Pte Ltd, we owned anew plot of land at 19 Tuas Avenue 20 and started to expand our container depot business. Between1991 and 1993, we were able to secure TAL International Container Leasing, a major container leasingcompany, Samudera Shipping Line Ltd and Zim Integrated Shipping Services Ltd. as our customers byproviding them with container depot management services.

We obtained our ISO9002:1994 certification in May 1995, which ensures that all our working processesare properly documented and comply with internationally standardised quality system requirements. OurDirectors believe we were one of the first few logistics operators in Singapore to obtain an ISOcertification. Throughout the late 1990s, we continued to expand our transportation management servicesand warehousing and container depot management services by expanding our fleet and warehousingspace.

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In 2002, pursuant to a reorganisation exercise, we consolidated our container and warehousingoperations and our transportation operations under Cogent Container Services Pte Ltd to streamlineoperations and maximise our existing resources. In the same year, Cogent Container Services Pte Ltdchanged its name to SH Cogent Logistics Pte Ltd.

In 2005, our Executive Chairman and CEO, Mr Tan Yeow Khoon, and our Managing Director, Mr EdwinTan Yeow Lam, entered into the Export Processing Zone business and commenced the provision ofautomotive logistics-related services through SHPD.

In 2006, we commenced the operation of a ZG Warehouse at 31 Penjuru Lane.

In 2007, we implemented GPS track and trace systems for our fleet of motor vehicles and electronicmanagement systems to streamline our operations and enhance efficiency.

In July 2008, to expand our Export Processing Zone business, our Executive Chairman and CEO, Mr TanYeow Khoon, and Managing Director, Mr Edwin Tan Yeow Lam, acquired Cogent Investment and CogentAutomotive, which are in the business of vehicle-related storage, transportation, port and customsclearance, freight management and Export Processing Zone operations. Subsequent to the aforesaidacquisition, we acquired Cogent Investment and Cogent Automotive from Mr Tan Yeow Khoon and MrEdwin Tan Yeow Lam pursuant to the Restructuring Exercise. Please refer to the section entitled “GeneralInformation on our Group - Restructuring Exercise” of this Prospectus for further details on the acquisitionof Cogent Investment and Cogent Automotive. With the acquisition of Cogent Investment and CogentAutomotive, we will be able to position ourselves as a one-stop comprehensive automotive logisticsservices provider where we offer Export Processing Zone services including port and customs clearance,vehicular transportation, warehousing and delivery. In the same month, we moved into our new companyheadquarters at 7 Penjuru Close, which also houses a portion of our Export Processing Zone andwarehousing operations. In December 2008, following the acquisition of Cogent Investment and CogentAutomotive, SHPD ceased its Export Processing Zone business, and currently has no other operationsapart from the leasing of 11 Jalan Terusan and Jurong Port Road to SHCL. Please see the sectionentitled “Interested Person Transactions and Conflicts of Interest – Conflicts of Interest” for further details.

In the same year, we were also certified ISO9001:2000 compliant with regard to our warehousing,storage and drumming services.

In 2009, we entered into a new contract with Keppel Fels for the provision of transportation managementservices, in particular seaport clearance and local trucking services for oil and gas equipment (includingequipment used for the construction of oil rigs). Please refer to the section entitled “History and Business– Major Customers” of this Prospectus for further details.

In 2009, in connection with the Invitation, we undertook a restructuring exercise to streamline andrationalise the corporate structure of our Group. Please refer to the section entitled “General Informationon our Group - Restructuring Exercise” of this Prospectus for further details.

AWARDS AND CERTIFICATES

In July 2009, we received the Meritorious Defence Partner Award from the Ministry of Defence inrecognition of our contribution towards National Defence.

In 2008, we obtained ISO9001:2000 certification for our quality management systems. ISO9001:2000 isan internationally-recognised standard for quality management systems maintained by the InternationalOrganization for Standardization.

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SALES AND MARKETING

We have a dedicated sales and marketing team comprising six members who focus on the promotion andmarketing of our operations. We direct our marketing efforts at a broad range of customers such asshipping companies, container leasing companies, manufacturers, parallel importers and automobiledistributors. We adopt a pro-active marketing strategy where we would initiate contact and market ourrange of services via direct communication with our customers. Our marketing efforts are primarilyfocused on corporations which tend to have larger scales of operations, require efficient handling for largevolumes of cargo or require a diverse range of logistics management solutions. As not many localoperators are equipped to handle large volumes of handling work at competitive prices, our Directorsbelieve our experience in the industry and ability to do so are effective marketing tools to differentiateourselves from our competitors. In addition, with our long operation history and track record, we are ableto capitalise on our existing customer base by approaching related or associated companies of ourcustomers.

Our marketing and business development strategy is primarily centered on maintaining our establishedkey customer relationships as well as fostering long-term and strong relationships with prospectivecustomers. Often, customers are concerned about the reliability and efficiency of the potential serviceprovider. In this regard, our Directors believe our experience, reputation and track record allow us tomarket ourselves effectively to our customers.

MAJOR CUSTOMERS

Our top five customers accounted for approximately 28.3%, 34.8%, 42.0%, and 35.5% of our revenue inFY2006, FY2007, FY2008 and 1H2009, respectively. Our sales to the following customers accounted for5.0% or more of our total revenue for the periods indicated below:

As a percentage of total revenue (%)

Name of customer Services Supplied FY2006 FY2007 FY2008 1H2009

Keppel Logistics Provision of warehousing, –(1) 7.9 21.2(2) 13.1Pte. Ltd. local port clearance and

transportation services for oil and gas equipment,including oil rigs

A.P. Moller - Provision of maintenance 0.2(4) 9.6 7.5 7.7Maersk A/S(3) and repair services for

container equipment and warehouse space for deposit and storage of containers

The Polyolefin Provision of forklift and 4.8 6.8 4.7 5.7Company(S) handling services for cargo,Pte. Ltd. transportation services for

containers and warehousing and logistics services

MOL (Singapore) Provision of maintenance 6.7 6.9 4.6 6.1Pte. Ltd.(5) and repair services for

container equipment and warehouse space for deposit and storage of containers

Katoen Natie Provision of trucking 10.8 0.1(6) – –Sembcorp servicesJurong Pte Ltd

SHPD(7) Rental of premises and 3.1 4.4 5.1 0.7 provision of manpower support

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Notes:

(1) Our contracts with Keppel Logistics commenced in August 2007.

(2) The increase in revenue attributable to Keppel Logistics from FY2007 to FY2008 was due to the revenue attributable toKeppel Logistics for FY2007 being calculated from August 2007, when our contracts with Keppel Logistics commenced, toDecember 2007, whereas the revenue attributable to Keppel Logistics for FY2008 was calculated for the full financial year.

(3) A.P. Moller – Maersk A/S trades under the name of Maersk Line and is represented by its agent, Maersk Singapore Pte. Ltd.in Singapore.

(4) A.P. Moller – Maersk A/S accounted for 0.2% of our total revenue for FY2006 as our contracts with A.P. Moller – Maersk A/Scommenced in November 2006.

(5) Mitsui O.S.K Lines is represented in Singapore by MOL (Singapore) Pte. Ltd.

(6) As a result of increasing fuel prices and the corresponding increase in the rates of our transportation management services,our contracts with Katoen Natie Sembcorp Jurong Pte Ltd ceased in early 2007 as we were unable to come to an agreementon the rates.

(7) In FY2008, we sub-let levels four and five of our premises at 7 Penjuru Close to SHPD for its Export Processing Zoneoperations. The aggregate amount paid by SHPD for the sub-lease of the premises in FY2008 was approximatelyS$1,944,000. In January 2009, we ceased the sub-lease arrangement with SHPD. From FY2006 to FY2008, we providedmanpower support and services to SHPD for its Export Processing Zone operations. The aggregate amounts received fromSHPD for the provision of manpower support and services for FY2006, FY2007 and FY2008 were approximately S$517,000,S$201,000 and S$550,000, respectively. On 31 December 2008, SHPD ceased the operation of its Export Processing Zonebusiness following the acquisition of Cogent Investment and Cogent Automotive by Mr Tan Yeow Khoon and Mr Edwin TanYeow Lam in August 2008. On 1 January 2009, we ceased the above transaction with SHPD. Please refer to the sectionentitled “Interested Person Transactions and Conflicts of Interest” of this Prospectus for more details.

In August 2007, we commenced the provision of warehouse management services and transportationmanagement services to Keppel Fels as a sub-contractor of Keppel Logistics. We ceased thisarrangement with Keppel Logistics in July 2009. We entered into a new contract directly with Keppel Felsin August 2009 for the provision of transportation management services, in particular seaport clearanceand local trucking services.

To the best of our Directors’ knowledge as at the Latest Practicable Date, save as disclosed above, weare not aware of any information or arrangements which would lead to a cessation or termination of ourcurrent relationship with any of our major customers.

As at the date of this Prospectus, save as disclosed above, none of our Directors or SubstantialShareholders or their Associates has any interest, direct or indirect, in any of the above customers. Saveas disclosed above, none of our customers accounted for 5.0% or more of our total sales in each of thelast three years ended 31 December 2008 and the six months ended 30 June 2009. In addition, ourbusiness or profitability is not materially dependent on any industrial, financial or commercial contractincluding a contract with a customer.

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MAJOR SUPPLIERS

The suppliers that accounted for 5.0% or more of our total purchases in FY2006, FY2007, FY2008 and1H2009 are set forth below:

Products/Services As a percentage of total purchases (%)Name of supplier Supplied FY2006 FY2007 FY2008 1H2009

Tong Hong Lee Provision of container 4.2 12.1(1) 13.0 17.3Engineering repair servicesPte. Ltd.

Bitubulk Pte Ltd Diesel 5.4(2) – – –

Chevron Singapore Diesel 0.2(3) 9.1 9.2 2.9(4)

Pte. Ltd.

Hean Nerng Land Warehouse space –(5) 2.5 7.1 8.3 Lease Pte. Ltd.

Mecpec Trading Diesel 11.1 1.2(6) 2.3 2.0Pte. Ltd.

Mapletree Property Warehouse space 2.6 8.7 6.3 7.5 Management Pte. Ltd.

PSA Corporation Depot handling 12.5 10.7 8.2 5.5 Limited services

JTC Land rental 3.5 3.7 6.7 7.7

Notes:

(1) The increase in the percentage of total purchases from Tong Hong Lee Engineering Pte. Ltd. for FY2007 was due to theincrease in the demand for our container washing and repairing services as a result of the commencement of our contractswith A.P. Moller – Maersk A/S in November 2006, which we outsourced to Tong Hong Lee Engineering Pte. Ltd.

(2) Our relationship with Bitubulk Pte Ltd commenced in August 2005 but they were our major supplier only for FY2006. Weceased our business relationships with them purely due to commercial reasons and competitive pricing offered by anothersupplier and not due to any disputes between the parties.

(3) Chevron Singapore Pte. Ltd. accounted for 0.15% of our total purchases for FY2006 as our contracts with Chevron SingaporePte. Ltd. commenced in December 2006.

(4) The decrease in the percentage of total purchases from Chevron Singapore Pte. Ltd. in 1H2009 was due to the decrease inthe trucking volume of our Company as a result of a slowdown in the economy since November 2008, as well as the fall indiesel rates from the highest rate of S$1.80 per litre in FY2008 to a rate of between S$1.00 to S$1.50 per litre in 1H2009.

(5) Our contracts with Hean Nerng Land Lease Pte. Ltd. commenced in August 2007.

(6) The decrease in the percentage of total purchases from Mecpec Trading Pte. Ltd. in FY2007 was due to the commencementof fuel supply agreements signed with another supplier, Chevron Singapore Pte. Ltd. in December 2006.

As at the date of this Prospectus, none of our Directors or Substantial Shareholders or their Associates,has any interest, direct or indirect, in any of the above suppliers.

Save as disclosed above, none of our suppliers accounted for 5.0% or more of our total purchases ineach of the last three years ended 31 December 2008 and the six months ended 30 June 2009. Inaddition, our business or profitability is not materially dependent on any industrial, financial or commercialcontract including a contract with a supplier.

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SAFETY ASSURANCE

We have implemented separate internal safety guidelines and procedures for our warehouse, depot, andtransportation operations to minimise the occurrence of accidents. All our operations personnel andground staff are required to undergo regular internal training sessions to familiarise themselves with ourinternal safety guidelines and procedures in relation to their scope of work. For example, our containerdepot personnel are required to undergo proficiency tests to ensure they acquire the adequate knowledgeand skills to handle our reach stackers and our transportation personnel are required to undergo specialdriving lessons to ensure they are familiarised with the safety procedures for the operation of heavyvehicles. We also conduct internal monthly checks at our premises to ensure consistent compliance withall relevant prevailing safety regulations and procedures.

We have complied with the safety regulations prescribed under the Workplace Safety and Health Act asrequired by the Ministry of Manpower. Under the Bizsafe programme implemented by the WorkplaceSafety and Health Council, we have fulfilled all conditions required to attain Bizsafe Level 3 status, whichrequires an approved independent auditor’s report assessing the implementation of risk management inour Company and confirming that all requirements under the Workplace Safety and Health (RiskManagement) Regulations have been met.

We are also one of the warehouse operators in Singapore that have been licensed by the NEA, PollutionControl Department to store a diverse range of chemicals and hazardous materials at our warehouses at19 Tuas Avenue 20, 60 Tuas Crescent and 31 Penjuru Lane. Please refer to the section entitled “Historyand Business – Licences” of this Prospectus for more details. As we are involved in the packing,drumming and storage of hazardous and flammable chemicals and chemical compounds on-site, we arerequired to adhere strictly to prevailing governmental and regulatory safety requirements, procedures andbuilding specifications in relation to the storage of hazardous material.

Our warehouses are equipped with cleaning and wash areas for personnel who have handled chemicalproducts to ensure employee safety, sprinkler systems with individual heat-activated sprinkler heads andeffective ventilation systems to ensure proper ventilation. Regular on-site surveys are conducted toensure that the risk of contamination, spillage and chemically caused damage is kept to a minimum. Inaddition, officers from the NEA, Pollution Control Department and SCDF conduct regular spot checks toensure consistent compliance with prevailing safety laws and regulations, requisite building safetyspecifications and safe disposal of all hazardous substances. SCDF also conducts annual fire safetychecks to ensure warehouses storing flammable materials have properly maintained fire safety systemsand implemented adequate and sufficient fire safety measures. As at the Latest Practicable Date, wehave not encountered any major accidents, or received any warnings from the authorities, in relation toour handling and storage of hazardous chemicals.

STAFF TRAINING

We believe that our employees are important assets to our Group and we have adopted several humanresource management policies to attract talent, retain good employees, develop and train our employeesto help them maximise their potential.

We organise both in-house and external-training sessions for our employees to equip and keep themupdated with the relevant skills and knowledge required for the various processes involved in the logisticsservices provided. We also seek to ensure that through such training sessions, our employees are familiarwith and comply with ISO9001:2000 quality management requirements.

In-house training sessions are conducted by our respective heads of departments for their departmentpersonnel and focus mainly on work safety. For example, we conduct in-house training courses on firefighting, chemical spillage control procedures and general risk management.

External training courses are recommended by our departmental heads, based on job requirements andthe staff’s needs. In terms of external training sessions, we have organised a series of courses for ouremployees including Forklift Drivers’ Course, Bizsafe Course on Risk Management, Hazardous MaterialTransportation Drivers’ Course, and Safe Prime Mover Driving in the Port.

The amount of expenditure incurred in relation to staff training for FY2006, FY2007 and FY2008 wasS$10,000, S$15,000 and S$20,000, respectively.

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INSURANCE

Due to the nature of our business, we need to ensure that we have sufficient insurance coverage for ourassets and operations in the event of disruption, and we may also be required to compensate for the lossof, or damage to, our customers’ goods, when such loss or damage occurs while the goods are in ourpossession, custody or control. In view of the above, we have taken out, inter alia, the following insurancepolicies:

� Industrial all-risks, machinery all-risks, public liability, material damage, fire (covering thebuildings at, inter alia, 7 Penjuru Close, 60 Tuas Crescent and 19 Tuas Avenue 20) andconsequential loss for our warehouses and storage facilities;

� Bailee’s legal liability and goods in transit for the goods we transport;� Commercial motor vehicle and machinery and equipment all-risks for our fleet of trailers, prime

movers and other motor vehicles; and� Fidelity guarantee, work injury compensation and foreign worker medical policies.

All the policies are in existence and the premiums have been paid thereon. Total insurance expensesincurred in FY2006, FY2007 and FY2008 were S$490,000, S$519,000 and S$666,000, respectively. Ourinsurance policies are reviewed annually to ensure that we have sufficient insurance coverage.

Due to the nature of our warehousing and transportation business, we may, from time to time, pursueclaims against our insurance policies in relation to work injury, damage to cargo, containers or machineryand road accidents made against us under the above policies. The amounts of the claims made do nothave a significant impact on the financial position of our Company.

Our Directors believe that our current insurance coverage is adequate and sufficient for our currentoperations as at the Latest Practicable Date. As at the Latest Practicable Date, there have been no pastoccurrences where our profitability has been affected due to significant damage to our properties ordisruptions to our operations. However, any significant damage to our properties or disruption to ouroperations, whether as a result of fire, natural and/or man-made causes, may still negatively impact ourresults of operations or financial position.

INTELLECTUAL PROPERTY

Trademarks

We own the following trademarks in Singapore:

RelevantPlace of Registration Specification of

Trademark application Class Number Status(1) Goods/Services

SOON HOCK Singapore 39 T0813650Z Registered Consultancy servicesGROUP on 3 October relating to warehousing;

2008 hire of warehousestorage space;

logistics services and warehousing

SH COGENT Singapore 39 T0813651H Registered Consultancy servicesGROUP on 3 October relating to warehousing;

2008 storage space;hire of warehouse

logistics services and warehousing

Singapore 39 T0813652F Registered Consultancy serviceson 3 October relating to warehousing;

2008 hire of warehousestorage space;

logistics services andwarehousing

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Note:

(1) Our trademarks are valid for a period of 10 years from the date of registration.

Save as disclosed above, our business or profitability is not materially dependent on any patent orlicence.

Patents

We have submitted an application for the patenting of a container depot management process to theIntellectual Property Office of Singapore on 2 February 2009.

As at the Latest Practicable Date, we are still in the preliminary stages of our patent application processand are not aware of any reasons which may result in our failure to obtain the patent. Save as disclosedabove, we do not use or own any patents, trademarks or intellectual property which are material to ourbusiness.

PROPERTIES AND FIXED ASSETS

We are the registered proprietors of the following JTC properties:

Approximate land area(1) Annual Rental(2)

Location Tenure (sq m) Encumbrances (S$) Usage

30 Tembusu Avenue Leasehold 30,000 All monies 327,600(4) DepotSingapore 627808(3) 15-year lease mortgage

commencing to DBS1 December

2002

19 Tuas Avenue 20 Leasehold 18,096 All monies 222,411(5) WarehouseSingapore 638830 30-year lease mortgage

commencing to DBS1 September

1989

1 Chia Ping Road Leasehold 14,963 All monies 292,369(7) WarehouseSingapore 619967(6) 60-year lease mortgage

commencing to Maybank1 April 1967

60 Tuas Crescent Leasehold 10,590 All monies 130,416(9) WarehouseSingapore 638740(8) 28-year lease mortgage

commencing 1 to DBSJuly 1996

Notes:

(1) Area stated rounded to the nearest sq m.

(2) Rental amounts stated (rounded to the nearest dollar) are calculated based on the aggregate rental paid for the calendar yearcommencing 1 January 2009 to 31 December 2009 and exclude any rental rebate granted by JTC for the year commencing 1January 2009 to 31 December 2009.

(3) We occupy the property under a building agreement dated 13 August 2003. Pursuant to the building agreement, the JTClease in respect of the property shall be issued upon fulfilment of the conditions stated in the building agreement. We havefulfilled all conditions in the building agreement. Pursuant to correspondence from JTC dated 10 June 2008, JTC hasrequested, inter alia, that a proposed structure on the property be completed before the issuance of the JTC lease. We are inthe final stages of construction of the proposed structure, and the construction works are expected to be completed by theend of the first quarter of 2010 and barring any unforeseen circumstances, we do not foresee any reasons for delay in relationto the construction.

(4) Rental payable is based on the monthly rental of S$27,300.

(5) Rental payable is based on the monthly rental of S$18,468.92 from January to August 2009. The monthly rental was revisedto S$18,664.91 on 1 September 2009, and shall be subject to revision on the first day of September every year. SHCLentered into an option agreement with Hetat Pte Ltd (“Hetat”) on 14 September 2009 to dispose of the property and Hetatexercised the option on 5 October 2009. As at the Latest Practicable Date, the disposal is still pending JTC approval and we

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are currently occupying the premises based on the rental disclosed pending completion of the sale to Hetat. We havereceived conditional approval from JTC for the sale to Hetat on 9 December 2009. Please refer to the section entitled“Management’s Discussion and Analysis of Results or Operations and Financial Conditions – Material Capital Expenditures,Divestments and Commitments – Divestments” for further details on the disposal of 19 Tuas Avenue 20.

(6) We acquired the property from PBI Interstate Pte Ltd pursuant to a sale and purchase agreement dated 22 February 2008.The sale and purchase of the property was completed and the transfer was effected on 19 August 2008.

(7) Rental payable is based on the monthly rental of S$24,364.10.

(8) We occupy the property under a building agreement dated 11 June 2001. Pursuant to the building agreement, the JTC leasein respect of the property shall be issued upon fulfilment of the conditions stated in the building agreement. We have fulfilledall conditions in the building agreement and have received the Confirmation of Lease from JTC. JTC is currently in theprocess of issuing the lease agreement for the property.

(9) Rental payable is based on the monthly rental of S$10,810.63 from January to June 2009. The monthly rental was revised toS$10,925.35 on 1 July 2009, and shall be subject to revision on the first day of July every year.

We currently lease the following properties:

Approximate land area Annual

Lease leased(1) rental(2) Lessor UsageLocation period (sq m) (S$)

7 Penjuru Close 7 years 16,501 4,316,040(3) HSBC Institutional Office, Singapore 608779 commencing Trust Services warehouse

15 December (Singapore) Limited and Export 2009 (as trustee of Processing

Mapletree Logistics ZoneTrust)

31 Penjuru Lane 8 years 13,601 1,763,964(4) HSBC Institutional WarehouseSingapore 609198 commencing Trust Services

18 July 2006 (Singapore) Limited (as trustee of

Mapletree Logistics Trust)

Private Lot 11 years 48,118 A0750602 at commencing11 Jalan Terusan 1 September 2004

Private Lot 10 years 16,2601,440,000(5) SHPD(6) Depot

A0750603 at 7 months 16 days11 Jalan Terusan commencing

16 January 2005

8 Penjuru Road 3 years 22,492 837,600 Collector of Land Warehouse (Lot 4772 Mukim 8) commencing Revenue for and for motorSingapore 600000 1 January 2009 on behalf of the vehicles

Governmentof Singapore

20 Tuas South 1 year 13,088(7) 794,574 Hean Nerng WarehouseStreet 1 commencing Land LeaseSingapore 637465 1 September 2009 Pte. Ltd.(8)

20 Tuas South 37 months 6,544(9) 405,740 Hean Nerng WarehouseStreet 1 commencing Land LeaseSingapore 637465 1 August 2007 Pte. Ltd.(8)

172 Sin Ming Drive 3 years 7,223 552,000 SembWaste Storage, Singapore 525720 commencing Pte. Ltd. repair and

16 October 2008 inspection of motorvehicles

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Approximate land area Annual

Lease leased(1) rental(2) Lessor UsageLocation period (sq m) (S$)

161 Pasir PanjangRoad, Pasir Panjang Distripark, Singapore 118497 41 months

commencing 8,359 521,539 Bougainvillea Storage of165 Pasir Panjang 1 November 2008 Realty Pte Ltd vehicles Road, Pasir Panjang Distripark, Singapore 118499

A14582 Jalan Papan 3 years 12,220 454,800 Collector of WarehouseSingapore 610000 commencing Land Revenue(Lot 452 & 550 1 January 2009 for and onMukim 6) behalf of the

Government of Singapore

1 Penjuru Road 3 years 9,741 348,000 Collector of Warehouse(Lot 6470N Mukim 5) commencing Land RevenueSingapore 600000 1 March 2009 for and on

behalf of the Government of Singapore

A14583 Jalan Papan 31 months 4,030 156,000 Collector of WarehouseSingapore 610000 commencing Land Revenue(Lot 450 Mukim 6) 1 August 2009 for and on

behalf of the Government of Singapore

566 Woodlands Road 1 year 2,489 54,648 Ban Teck Seng WarehouseSingapore 728697 commencing Private Limited

26 December 2009

Private Lot A0750604 8 years 2 29,026 –(10) SHPD(11) Depotat Jurong Port Road months 16 days

commencing 16 June 2007

Notes:


(2) Amounts stated have been rounded to the nearest dollar.

(3) Rental payable for the lease will be based on the following rates:

For the year For the year For the year For the year For the year For the year For the yearcommencing commencing commencing commencing commencing commencing commencing15 December 15 December 15 December 15 December 15 December 15 December 15 December

2009 2010 2011 2012 2013 2014 2015

S$4,316,040 S$4,402,368 S$4,490,424 S$4,580,232 S$4,671,840 S$4,765,284 S$4,860,600

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(4) Rental payable is based on the fourth year of occupation commencing 18 July 2009 to 17 July 2010. Rental payable for theremainder of the lease will be based on the following rates:

For the year For the year For the year For the yearcommencing commencing commencing commencing18 July 2010 18 July 2011 18 July 2012 18 July 2013

S$1,799,244 S$1,826,232 S$1,853,628 S$1,881,432

(5) Rental stated is the aggregate amount payable for both plots of land at Private Lots A0750602 and A0750603 at 11 JalanTerusan.

(6) We are currently sub-leasing Private Lot A0750602 and Private Lot A0750603 at 11 Jalan Terusan from SHPD, whichoccupies the properties pursuant to the building agreements between JTC and SHPD dated 27 September 2004 and 12 April2005, respectively. We are in the process of assigning the building agreements from SHPD to SHCL. We have obtained in-principle approval from JTC for the assignments. Please refer to the section entitled “Interested Person Transactions andConflicts of Interest – Present and On-going Interested Person Transactions” of this Prospectus for further details of the sub-lease arrangement.

(7) Area disclosed is calculated based on the ratio of 1 sq ft : 0.0929 sq m, for an area of 140,882 sq ft.

(8) We hold the property as a sub-tenant under a tenancy agreement with Hean Nerng Land Lease Pte. Ltd., who has enteredinto a head lease with Tuas Technology Park Pte Ltd under a lease agreement dated 24 April 2007.

(9) Area disclosed is calculated based on the ratio of 1 sq ft : 0.0929 sq m, for an area of 70,441 sq ft.

(10) No rental was charged to SHCL by SHPD for the sub-lease of this property.

(11) SHPD occupies the property pursuant to a letter of offer from JTC (with the terms and conditions of the building agreementattached) dated 19 March 2007 and accepted by SHPD on 20 March 2007. We are currently sub-leasing the premises fromSHPD, and are in the process of assigning SHPD’s rights in relation to the property under the letter of offer to SHCL. Wehave obtained in-principle approval from JTC for the assignments. Please refer to the section entitled “Interested PersonTransactions and Conflicts of Interest – Present and On-going Interested Person Transactions” of this Prospectus for furtherdetails on the sub-lease arrangement.

We currently occupy the following properties under contractual licences(1):

Approximateland area

covered by Annual Licence licence(2) licence fee Licensor Usage

Location period (sq m) (S$)

Private Lot A0848003 3 years 17,920.00 601,825.80 JTC Open SpaceTanjong Kling commencing

25 February 2008

9B Benoi Sector 3 years 16,849.30 522,000.00 JTC WarehouseSingapore 629863 commencing

17 September 2007

210 Turf Club Road 2 years 434.77 504,600.00 Singapore Agro Retail ofSingapore 287995 commencing (excluding area Agricultural motor (Lot No. C13, C15, 16 June 2008 of Carpark F) Pte Ltd vehiclesC20 and Carpark F)

Notes:

(1) As a licensee, we do not have exclusive possession of the property, unlike a lessee, and hence do not have the right toexclude a person from entering the premises and have no control over the freedom of the owner of the property to enter oruse the premises.


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As at the Latest Practicable Date, 11 of our leases and licences will expire in FY2010, FY2011 andFY2012. These leases and licences accounted for an aggregate of approximately 14.4% and 20.3% ofour Group’s total revenue in FY2008 and 1H2009, respectively. As at the Latest Practicable Date, save forregulatory reasons which may result in the non-renewal of our leases, our Directors are not aware of anycircumstances which would lead to the non-renewal of these leases. Please refer to the section entitled“Risk Factors – We may not be able to ensure timely renewal of our leases and licences” of thisProspectus for more details.

We may, from time to time, acquire or dispose properties or enter into arrangements with third partylessors, such as Mapletree Logistics Trust, for the sale and lease-back of our properties. On 9 November2009, we entered into a put and call option agreement for the sale and lease-back of the property at 7Penjuru Close to Mapletree Logistics Trust. The completion of the sale and lease-back arrangement tookplace on 15 December 2009. Please refer to the section entitled “Prospects, Strategies and Future Plans– Trend Information” of this Prospectus for more details.

GOVERNMENT REGULATIONS

In the course of our operations, we are required to comply with various laws and government regulations.For example, we are required to comply with the specific laws pertaining to the transport and storage ofhazardous substances under the Environmental Protection and Management Act, when warehousing andtransporting hazardous chemicals. Our handling and storage premises must be categorised as “industrial”by the URA and approved by the relevant authorities. We are also required to comply with the licensingrequirements promulgated by the NEA Pollution Control Department for the storage and handling ofhazardous chemicals and compounds. The NEA Pollution Control Department is the agency primarilyresponsible for monitoring compliance with the abovementioned regulations.

We must also comply with the Fire Safety Act in relation to the storage and transport of flammablematerials and substances, and obtain a storage licence from the SCDF for the storage of flammablematerials. Our storage premises must be equipped with the necessary fire prevention measures, such asheat activated sprinklers, and have sufficient fire safety measures in place.

Our warehousing operations have to comply with the Customs Act and the licensing requirements of theSingapore Customs under the Customs Act for the operation of our Licensed Warehouses and ZGWarehouse. In addition, we are also required to comply with the Goods and Services Tax Act regardingthe levy and exemption of GST on goods, which would include dutiable and/or non-dutiable goods thatare stored at our Licensed Warehouses and ZG Warehouse. The Singapore Customs is the agencyprimarily responsible for monitoring and ensuring compliance.

In addition, our Export Processing Zone operations require LTA approval for the storage of de-registeredmotor vehicles. Our transportation operations are subject to the laws and regulations under the MotorVehicles (Third-Party Risks and Compensation) Act which stipulates the laws regarding third-party risksand compensation for bodily injury or death arising from the use of motor vehicles. The Ministry ofTransport is the agency primarily responsible for ensuring compliance.

Save as disclosed otherwise, our business operations are not subject to any special legislation orregulatory controls other than those generally applicable to companies and businesses operating inSingapore, such as amongst others, labour laws and regulations, the Work Injury Compensation Act andWorkplace Health and Safety Act promulgated by the Ministry of Manpower, signage rules andregulations promulgated by the BCA and tax rules and regulations promulgated by the IRAS.

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LICENCES

During the course of our operations, we are required to comply with local regulatory and governmentallicensing requirements. As at the Latest Practicable Date, we hold the following licences:

For the Awarding Year of Issue Operations of Certificate Authority Term of Validity

2009 Petroleum & Flammable Petroleum & SCDF 1 April 2009 toMaterials Storage Flammable 31 March 2010at 31 Penjuru Lane Materials Storage Singapore 609198 Licence No:

FS03032009

2009 31 Penjuru Lane Fire Certificate SCDF 29 July 2009 toSingapore 609198 No: 2008001342 28 July 2010to be occupied or used as industrial, warehouse & office

2009 A motor vehicle –(1) Singapore This licenceLicensed Warehouse Customs will remainat 7 Penjuru Close, valid until#06-00 cancelled orSingapore 608779 revoked.

2009 A motor vehicle Motor Vehicle Singapore This licenceLicensed Licensed Customs will remainWarehouse at: Warehouse Licence valid until

cancelled or1) 161 Pasir Panjang No: LWV115 revoked.

Road, Pasir PanjangDistripark,Singapore 118497;

2) 172 Sin Ming Drive, Singapore 525720;and

3) 76 Pioneer Road #02-00Singapore 639577

2009 Storage and usage of Environmental NEA, Pollution 22 August 2009hazardous substances Pollution Control Control to 21 August 2011at 19 Tuas Avenue 20 (Hazardous DepartmentSingapore 638830 Substance)

RegulationsPermit No:S0862P090429

2009 Storage and usage of Environmental NEA, Pollution 23 July 2009 tohazardous substances Pollution Control Control 22 July 2011at 60 Tuas Crescent (Hazardous DepartmentSingapore 638740 Substance)

Regulations Permit No:S0862P090428

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For the Awarding Year of Issue Operations of Certificate Authority Term of Validity

2009 Storage and usage Environmental NEA, Pollution 19 November of hazardous Pollution Control Control 2009 tosubstances at (Hazardous Department 18 November 31 Penjuru Lane Substance) 2010Singapore 609198 Regulations

Permit No:S0862P090759

2009 ZG Warehouse at ZG Warehouse Singapore This certificate will60 Tuas Crescent, Licence Customs remain valid until Singapore 638740 cancelled or

revoked.

Note:

(1) Pursuant to a letter of approval from Singapore Customs dated 4 March 2009, granting us approval for the operation of aLicensed Warehouse.

Save as disclosed above, our business or profitability is not materially dependent on any licence. Ourlicences are generally renewed on an annual basis. As at the Latest Practicable Date, we have not beenunable to renew our licenses. Save as disclosed above and under the section entitled “Risk Factors” ofthis Prospectus, to the best of our Directors’ knowledge, we have obtained all requisite approvals andlicences and complied with all relevant laws and regulations that would materially affect our currentbusiness operations.

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COMPETITION

We operate in a competitive industry and we are subject to competition from existing competitors andnew market entrants in the future. Our competitors are mainly local logistics companies and our Directorsbelieve that the principal competitive factors in the logistics industry include, inter alia, experience, trackrecord, range of services provided, costs, quality of service and marketing strategy.

To the best of our knowledge and belief, our major competitors in the industry for our various businesssegments are as follows:

Business Segment Name of Competitor

Transportation Management Services � Poh Tiong Choon Logistics Limited

Warehousing and Container Depot WarehousingManagement Services

� Freight Links Group (in relation to its warehousing property management operations)

� Poh Tiong Choon Logistics Limited� CWT Limited

Depot

� OCWS Logistics Pte Ltd � Eng Kong Holdings Limited� Allied Container Services Pte. Ltd.

Automotive Logistics Management Services � Toll (Singapore) Pte. Ltd.� Menlo Worldwide Logistics Pte. Ltd.

To the best of our knowledge, there are no published independent statistics or official sources ofinformation on the market share of our competitors or for us to accurately measure our market share inthe industry.

None of our Directors, Controlling Shareholders, or Substantial Shareholders has any interest, direct orindirect, in any of the above competitors.

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PROSPECTS, STRATEGIES AND FUTURE PLANS

PROSPECTS

The prospects of the logistics industry remain relatively positive and are influenced by the followingfactors:

Demand from the petrochemical industry

Singapore, being one of the world’s largest refining centres, is seeking to increase its refining capacityfrom the current 1.3 million(1) barrels per day to move the refinery industry up to the next level. Theexpansion of existing refineries and optimisation of refinery operations will not only help to maintainSingapore’s share of global refining capacity but more importantly, put the country in a good stead toenhance the growth of its oil trading activities by creating the critical volume of export-oriented refiningthroughput.

Since the formation of Jurong Island’s petrochemicals hub, companies on the island have benefited fromlower operating costs through creating synergistic relationships, sharing facilities, integrated utilities, taxincentives, and proximity to important regional markets. More often than not, the output of one plant is theinput for neighbouring plants. The advent of Jurong Rock Cavern, a massive underground facility for thestorage of crude oil, condensates and naptha, will further facilitate the importance of the refinery industryon the island. Given the rapid industrialisation of countries in the region, the demand for refined oil to runtheir economies ensure that the refinery industry will continue to be a robust one.

Being one of the few logistics service providers with an established presence in Jurong Island, coupledwith our experience in serving customers from the petrochemical industry, our Directors believe we arewell poised to benefit from the expected increase in trading and refining activities on the island.

Demand from the oil and gas industry

In addition, Singapore is one of the largest manufacturers of jack-up rigs in the world, which are used inoil and gas extractions. Correspondingly, numerous equipment and structures would need to betransported and stored during the course of each project, which can stretch over a number of years. Thetransportation and warehousing industry would have to play an important role in this aspect, particularlyin providing special transportation for machinery and equipment that cannot be fitted to standardcontainers such as large generators and turbines.

Singapore is expected to remain one of the largest manufacturers of offshore oil rigs in the world. Assuch, our Directors believe that given our experience in providing specialised logistics services for the oiland gas industry, we are in a position to secure more contracts for the provision of such specialisedlogistics services to manufacturers of offshore oil rigs.

Trend towards outsourcing logistics function

In recent years, a large number of companies have continued to focus on their core business processesand rationalise on relatively less core functions such as logistics. Manufacturing companies andautomotive manufacturers have invested a lot of resources in the management of their supply chains,which is proving to be a costly proposition. Manufacturers are also seeking to release their warehouseholdings, thereby minimising their capital assets risk due to depreciation and increasing their liquidityposition. Hence, a trend of outsourcing internal logistics processes to third party logistics firms hasemerged in recent years. This enables manufacturing companies and automotive manufacturers tostreamline their supply chains, bringing greater control and efficiency to the manufacturing companies ata competitive price and helps to maintain their competitive edge in the market. Consequently, ourDirectors believe that this trend of outsourcing provides opportunities for logistics service providers togrow our business.

(1) Source: http://www.edb.gov.sg/edb/sg/en_uk/index/industry_sectors/energy/industry_background.html. The above informationhas been taken from the webpage entitled “Industry Background” on the website of the Singapore Economic DevelopmentBoard (“EDB”). EDB has not consented to the inclusion of such information and thereby is not liable for such informationunder Sections 253 and 254 of the Securities and Futures Act. We are unable to verify the accuracy of the relevantinformation and have included such information in its proper form and context in this Prospectus.

ORDER BOOK

Due to the nature of the business for our transportation management services and automotive logisticsmanagement services, we do not have an order book for these business segments as we provide ourtransportation management services and automotive logistics management services to our customers asand when they are required. Our contracts with customers under these segments do not specifycommitted volumes and job orders are generally received and fulfilled on a daily basis and as such anorder book is not relevant for these segments.

For our warehousing and container depot management services business, as at 30 June 2009, we havesecured sub-lease agreements that will give rise to aggregate rental income of approximately S$15.4million. Since 1 July 2009 to the Latest Practicable Date, we have secured additional sub-leaseagreements that will give rise to further aggregate rental income of approximately S$11.7 million. Asthese sub-leases are of a short-term nature, we have 2 sub-leases expiring in FY2009, 28 sub-leasesexpiring in FY2010 and 40 sub-leases expiring beyond 2010. Although we have entered into sub-leaseagreements with our customers, they may be subject to termination and default in payment. As such, thevalue of our order book is not indicative of our overall financial performance.

TREND INFORMATION

For FY2009, our Directors observe the following trends for our areas of operation:

(i) Transportation Management Services and Warehousing and Container Depot ManagementServices

In light of the current global economic downturn, our Directors observed that there is a decreaseand believe that it is likely that there may be further decrease in demand for transportationmanagement services. However, our Directors remain confident that there will still be demand forwarehousing and container depot management services. With the export industry being affected,our Directors have observed a slight peak in demand for warehousing and container depotmanagement services as exporters and container leasing operators may seek to outsource theirstorage needs to minimise expenses and this may continue in the next six months. In addition, ourDirectors observed an increase in property prices and foresee a general increase in propertyprices in the next six months and rent payable as most of our properties are leased from JTC andJTC properties have built-in rental increment components. However, such rental increments aregenerally capped at 5.5% per annum.

(ii) Automotive Logistics Management Services

We intend to expand our vehicle logistics operations via an increase in numbers in our fleet ofvehicles. Our Directors expect the demand for our automotive logistics management services toremain stable. The high investment cost and the long term obligations associated with owningwarehouses may result in our customers outsourcing their internal logistics processes to third partyautomotive logistics service providers like our Company. Being one of the few Export ProcessingZone operators in Singapore also allows us to be engaged in the operations with respect to the de-registration process and export of second-hand motor vehicles process. Further, our Directors haveobserved a slight increase in the prices of both new and second-hand vehicles for FY2009. Assuch, our Directors believe that the above factors would translate into stable demand for ourautomotive logistics management services.

On 9 November 2009, we entered into a put and call option agreement for the sale and lease-back of theproperty at 7 Penjuru Close to Mapletree Logistics Trust at an aggregate consideration of S$43.0 millionon a willing-buyer willing-seller basis and supported by an independent valuation report. The completionof the sale and lease-back arrangement took place on 15 December 2009. We expect that thistransaction will have a material positive impact on the financial position of our Group as it would allow ourGroup to recognise a one-time capital gain of approximately S$19.7 million upon completion of the saleand lease-back agreement with Mapletree Logistics Trust assuming that the transaction had taken placeon 1 January 2008. Of the S$19.7 million capital gain, S$12.7 million would have been recognised inFY2008 and the remaining S$7.0 million would have been recorded as deferred income and amortised

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over seven years in accordance with our Group’s accounting policies. In addition, the gearing of ourGroup as at 30 June 2009 (based on total borrowings) would have been lowered from 2.79 to 0.83 as aresult of the sale and lease-back transaction. Please refer to Appendix C – “Independent Auditor’s Reportand Unaudited Proforma Group Financial Information” of this Prospectus for more information.

Save as disclosed above, and as disclosed in the section entitled “Risk Factors” of this Prospectus andbarring any unforeseen circumstances, our Directors are not aware of any other significant recent trendsin production, sales and inventory and in the costs and selling prices of our products or any other knowntrends, uncertainties, demands, commitments or events that are reasonably likely to have a materialeffect on our net sales or revenue, profitability, liquidity or capital resources, or that would cause financialinformation disclosed in this Prospectus to be not necessarily indicative of our future operating results orfinancial condition. Please also refer to the section entitled “Cautionary Note on Forward-LookingStatements” of this Prospectus.

STRATEGIES AND FUTURE PLANS

Increasing our scale of operations

We believe that we are one of the leading players in the Singapore logistics industry in terms of the sizeof our fleet of transportation vehicles. With the Singapore Government’s initiative to establish Singaporeas a global integrated logistics hub, our Directors believe that the Singapore logistics industry willcontinue to grow and that there will be increasing demand for full-service logistics management services.As such, we intend to capitalise on our strengths and increase our scale of operations to cater to theanticipated increase in demand for our logistics services.

(a) Expansion of container depot operations and warehousing space

We will continue to invest in our assets and seek larger plots of land not only to expand ourwarehousing capacity and scale of operations, but also to consolidate our existing operations onvarious sites into standalone integrated full-service logistics hubs, offering our customers anenhanced range of services at competitive prices at any single location. We intend to investapproximately S$6.1 million towards the expansion of container depot operations and warehousingspace.

(b) Expansion of vehicle logistics operations

We intend to expand our existing fleet of vehicles. The expansion of our fleet of vehicles andancillary equipment will enable us to handle the anticipated increase in demand for ourtransportation management services, as well as our automotive logistics management services. Weintend to invest approximately S$2.0 million of the net proceeds from the Invitation to this end. Wealso expect to continue to provide specialised logistics solutions to our customers, including thosein the oil and gas industry.

Expanding overseas through strategic partnerships, acquisitions or joint ventures

We are assessing the viability for expanding our business operations into countries such as China,Malaysia, Thailand and Vietnam. We believe that with our extensive experience in the local logisticsindustry, we will be able to apply our expertise overseas to expand our business. We plan to expandoverseas and develop new business opportunities through strategic partnerships, acquisitions or jointventures. With our experience in the various aspects of the logistics value chain, our Directors believe thatwe will be able to enhance and add value to our strategic partnerships.

Keeping abreast of systems, software and vehicular improvements and upgrades

In order to remain competitive and provide customised logistics management solutions, our Directorsbelieve that keeping abreast of mechanical or technological advancements is crucial to providing qualityservice to our customers. We intend to continue to invest in other electronic management systems toincrease work efficiency and customer convenience, vehicular upgrades or acquire newer models oftransportation and storage vehicles to enhance the range of cargo transportable and enhance our currentwork processes to reduce costs.

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Branding and expanding our marketing network

With our track record, our Directors believe branding is increasingly an important factor especially withour plans to expand overseas. Brand awareness and cognisance will be crucial and we intend to expandour marketing network to achieve effective brand dissemination through active advertising and marketingcampaigns. We intend to focus on enhancing brand awareness both locally and overseas and cultivatinga strong brand image as a reliable and quality logistics management service provider. Please refer to thesection entitled “History and Business – Sales and Marketing” of this Prospectus for further details.

Expanding our range of services provided

Based on our current operations, our Directors believe there is still potential for growth into other areas oflogistics-related operations. For example, we may expand our automotive logistics operations to includeconducting pre-delivery inspections for out-going vehicles for our customers who have stored their stockon our premises. We may also expand our operations to include the facilitation and management of carauctions, which is currently carried out by our customer, GE Money, who currently stores theirrepossessed and impounded cars on our premises. We believe lateral expansion is key to stayingcompetitive in the logistics industry. By being able to provide our customers with a wider range ofservices, we offer our customers increased convenience at competitive rates as we would be able tostreamline our operations.

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DIRECTORS, EXECUTIVE OFFICERS AND STAFF

MANAGEMENT REPORTING STRUCTURE

General Manager, Sales & Marketing

Tan Min Cheow, Benson

Board of Directors

Managing Director Edwin Tan Yeow Lam

General Manager, Corporate Planning

Heng Lee Chuang

General Manager, Operations

Yeo Peng Koon

Director of Business DevelopmentTan Kok Sian

Group Financial Controller

Loy Suan Choo

General Manager, Chairman's Office

Yap Chee Sing

Executive Chairman and CEO

Tan Yeow Khoon

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DIRECTORS AND EXECUTIVE OFFICERS

Our Directors are entrusted with the responsibility for the overall management of our Company. OurDirectors’ particulars are set out below:

Directors

Name Age Address Occupation

Tan Yeow Khoon(1) 55 No. 28 Jalan Sayang Singapore 418676 Executive Chairman and CEO

Edwin Tan Yeow Lam(1) 50 No. 8B Lorong L Telok Kurau Managing DirectorSingapore 425426

Chan Soo Sen 53 335D Pasir Panjang Road Executive Vice PresidentSingapore 118664

Chua Cheow Khoon 59 10 Surrey Road #09-02 Singapore 307748 Chief Investment OfficerMichael

Teo Lip Hua, Benedict 46 90 King’s Drive Singapore 266457 Lawyer

Note:

(1) Our Executive Chairman and CEO, Mr Tan Yeow Khoon is the brother of our Managing Director, Mr Edwin Tan Yeow Lam.

Save as disclosed, none of our Directors are related either by blood or by marriage to each other or byany other family relationship, or to our Substantial Shareholders.

Information on the areas of responsibility, the business and working experiences of our Directors are setout below:

Mr Tan Yeow Khoon is our Executive Chairman and CEO and the founder of our Group. Mr Tan YeowKhoon has more than 40 years of experience in the logistics services industry. Mr Tan Yeow Khoon beganworking in his family business in 1969. In the 1970s, Mr Tan Yeow Khoon took over the family businessand set up his own sole proprietorship known as Soon Hock Transport which provided transportationmanagement services for the delivery of goods from the Singapore ports to designated premises of itscustomers. Mr Tan Yeow Khoon has been instrumental in the growth of the family business, which hassince expanded to include container storage and warehouse management services. As the ExecutiveChairman and CEO of our Group, Mr Tan Yeow Khoon oversees all business operations of our Group,including making major business and finance decisions.

Mr Edwin Tan Yeow Lam is our Managing Director. Since 1976, Mr Edwin Tan Yeow Lam has beenassisting his brother, Mr Tan Yeow Khoon in the operations of the family business throughout its growthand expansion and has accumulated more than 33 years of experience in the logistics services industry.As the Managing Director of our Group, Mr Edwin Tan Yeow Lam oversees the business operations of ourGroup, in particular the procurement of equipment and goods required for the business of our Group, andis jointly involved in the decision making process of key business plans of our Group with Mr Tan YeowKhoon.

Mr Chan Soo Sen is our Lead Independent Director. Mr Chan is currently the Executive Vice President ofSingBridge International Singapore Pte Ltd, which he joined in June 2009. He also holds directorships ina few listed companies in Singapore. Mr Chan is a Member of Parliament for Joo Chiat Constituency. MrChan has served in various ministries including the Ministry of Community Development, Youth andSports, Ministry of Education, and Ministry of Trade and Industry from 1997 to 2001. In 2001, he wasappointed Minister of State. He retired from ministerial appointments in May 2006 and joined KeppelCorporation Ltd as Director, Chairman’s Office to oversee general management of staff from July 2006 toJune 2009. Before entering politics, Mr Chan played an instrumental role in the starting up of the China-Singapore Suzhou Industrial Park as its founding chief executive officer in 1994 and was also theexecutive director of the Chinese Development Assistance Council in 1992. Mr Chan graduated from theUniversity of Oxford, United Kingdom in 1978 and holds a Master in Management Science from theUniversity of Stanford, United States of America.

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Mr Chua Cheow Khoon Michael is our Independent Director. He is currently the chief investment officer ofSapphire Corporation Limited. He has more than 30 years of experience in financial and managementaccounting and general management and has held senior positions in multinational companies includingGilbeys Australia Pty Ltd, Texas Instruments Singapore Pte Ltd, Fairchild Singapore Pte Ltd, Reckitts &Colman Singapore Pte Ltd, the Singapore Technologies group of companies and the Sembcorp group ofcompanies, as well as Delifrance Singapore Pte Ltd. Mr Michael Chua holds a degree in accountancyfrom the Mitchell College of Advanced Education and is a Certified Public Accountant of Australia.

Mr Teo Lip Hua, Benedict is our Independent Director. He has more than 18 years of experience in thelegal industry and specialises in corporate finance, mergers and acquisitions, general corporate mattersand China-related matters. He is currently a Functional Director at Drew & Napier LLC. He was previouslya director at Yeo Wee Kiong Law Corporation and a partner in Allen & Gledhill and KhatterWong. Heholds a Bachelor of Laws and a Master of Laws (Chinese Law) from the National University of Singapore.He is also a member of the Singapore Academy of Law and the Law Society of Singapore.

As at the Latest Practicable Date, the list of present and past directorships of each Director over the lastfive years preceding the Latest Practicable Date (excluding those held in our Company) is set out below:

Name Present Directorships Past Directorships

Tan Yeow Khoon Group Companies Group Companies

Cogent Automotive Logistics Pte. Ltd. NoneCogent Investment Group Pte. Ltd.SH Cogent Logistics Pte LtdSoon Hock Transportation Pte. Ltd.

Other Companies Other Companies

Asia Pacific Wine Hub Pte. Ltd.(1) E. Grow Techpark Pte. Ltd.(7)

Cogent Builders Pte. Ltd.(2) Dimensions Investment Pte LtdSoon Hock Hazmat Pte. Ltd.(3)

Cogent Logistics Pte Ltd(3)

Megafab Engineering Pte Ltd(4)

Soon Hock Investment Group Pte. Ltd.(5)

Soon Hock Group EngineeringPte. Ltd.(3)

Soon Hock Tuas DevelopmentPte. Ltd.(3)

Soon Hock Property Development Pte. Ltd.(6)

Soon Hock Holding Pte. Ltd.(3)

Soon Hock Realty Pte. Ltd.(3)

Edwin Tan Yeow Lam Group Companies Group Companies



Asia Pacific Wine Hub Pte. Ltd.(1) Dimensions Investment Pte LtdCogent Builders Pte. Ltd.(2) Soon Hock Investment Group Pte. Ltd. (5)

Soon Hock Hazmat Pte. Ltd.(3) Soon Hock Property Development Cogent Logistics Pte Ltd(3) Pte. Ltd.(6)

E. Grow Techpark Pte. Ltd.(7)


Soon Hock Tuas DevelopmentPte. Ltd.(3)

Soon Hock Holding Pte. Ltd.(3)

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Chan Soo Sen Group Companies Group Companies

None None


Breadtalk Group Limited GEP Asia Holdings Pte. Ltd.Midas Holdings Limited MDR LimitedSunmoon Food Company Limited Ong Teng Cheong Labour Leadership

InstituteHeartfelt Care Pte. Ltd.

Chua Cheow Khoon Michael Group Companies Group Companies

None None


MEGA-ZINE Pte. Ltd. Wan Kang Holdings Pte. Ltd.Onezine Pte. Ltd.Sky China Petroleum Services Ltd.BMD Consulting Pte LtdTianjin Dagang Shengkang Petroleum Technology Development Co., LtdTianjin Ganghua Petroleum Project Technology Service Co., Ltd

Teo Lip Hua, Benedict Group Companies Group Companies

None None


None Yeo Wee Kiong Law Corporation

Notes:

(1) The principal activity of Asia Pacific Wine Hub Pte. Ltd. is the specialised storage and distribution of wine. Please refer to thesection “Interested Person Transactions and Conflicts of Interests – Conflict of Interests” of this Prospectus for further details.

(2) The principal activities of Cogent Builders Pte. Ltd. are the provision of general contractor services and building constructionservices. Mr Tan Yeow Khoon and Mr Edwin Tan Yeow Lam are not involved in the day-to-day management of the company.

(3) This company is inactive as it currently does not engage in any business activities.

(4) The principal activities of Megafab Engineering Pte Ltd are the manufacture of rattan and cane furniture and mechanicalengineering works. Mr Tan Yeow Khoon and Mr Edwin Tan Yeow Lam are not involved in the day-to-day management of thecompany.

(5) The principal activity of Soon Hock Investment Group Pte. Ltd. is an investment holding company which will own 100% of theissued and paid-up share capital of Asia Pacific Wine Hub Pte. Ltd. and currently owns the property located at 76 PioneerRoad. Please refer to the section “Interested Person Transactions and Conflicts of Interests – Conflict of Interests” of thisProspectus for further details.

(6) The principal activity of Soon Hock Property Development Pte. Ltd. is in the business of property development. Please refer tothe section “Interested Person Transactions and Conflicts of Interests – Conflict of Interests” of this Prospectus for furtherdetails.

(7) The principal activity of E. Grow Techpark Pte. Ltd. is investment holding.

Each of Mr Tan Yeow Khoon and Mr Edwin Tan Yeow Lam has agreed, pursuant to his ServiceAgreement, that he shall not, during the period of employment and up to 24 months after the terminationof his employment, engage, directly or indirectly, in any business which compete with any businesscarried on or proposed to be carried on by our Group. Please refer to the section entitled “Directors,Executive Officers and Staff – Service Agreements” for further details.

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In addition, each of Mr Tan Yeow Khoon and Mr Edwin Tan Yeow Lam has agreed, pursuant to separateDeeds of Non-Competition dated 18 December 2009 that he shall not directly or indirectly carry on or beengaged or interested in any other business, trade or occupation whatsoever which competes with anybusiness carried on or proposed to be carried on by our Group for as long as he remains a directorand/or Controlling Shareholder of the Company. Please refer to the section entitled “Interested PersonsTransactions and Conflicts of Interest – Conflict of Interests” for further details.

Executive Officers

Our Directors are assisted by our team of Executive Officers whose particulars are as follows:

Name Age Address Occupation

Tan Kok Sian(1) 55 Block 63 Tampines Ave 1 #11-01 Director of Business Singapore 529777 Development

Tan Min Cheow, Benson(2) 27 No. 28 Jalan Sayang General Manager, Sales and Singapore 418676 Marketing

Yap Chee Sing 49 896 Upper Bukit Timah Road #01-29 General Manager, Chairman’sSingapore 678189 Office

Heng Lee Chuang 41 Block 648 #08-58 Woodlands Ring Road General Manager, CorporateSingapore 730648 Planning

Yeo Peng Koon 52 Block 570 Hougang Street 51 #05-107 General Manager, OperationsSingapore 530570

Loy Suan Choo 37 Block 469B Admiralty Drive #14-67 Group Financial ControllerSingapore 752469

Notes:

(1) Our Director of Business Development, Mr Tan Kok Sian, is the brother-in-law of our Executive Chairman and CEO, Mr TanYeow Khoon and our Managing Director, Mr Edwin Tan Yeow Lam.

(2) Our General Manager, Sales and Marketing, Mr Tan Min Cheow, Benson, is the son of our Executive Chairman and CEO, MrTan Yeow Khoon and the nephew of our Managing Director, Mr Edwin Tan Yeow Lam.

Save as disclosed, none of our Executive Officers are related either by blood or by marriage to eachother or by any other family relationship, or to any of our Substantial Shareholders of our Company.

Information on the areas of responsibility, the business and working experiences of our Executive Officersare set out below:

Mr Tan Kok Sian is our Director of Business Development. He has more than 16 years of experience inthe logistics services industry. He joined SHCL in 1993 and has since been in charge of the businessdevelopment of our Group. He oversees the container depot operations of our Group and is responsiblefor the sales and marketing and customer relations of our Group. Prior to joining our Group, Mr Tan KokSian worked as an administrator in McGregor Sea & Air Services Ltd. from 1974 to 1993 where he wasresponsible for distribution and collection of aviation parts and consignment stocks as well as customerrelations of the company.

Mr Tan Min Cheow, Benson is our General Manager, Sales and Marketing. He joined SHCL in 2004 aftercompleting his studies. His job responsibilities include liaising with major suppliers of our Group,managing the sales and marketing and customer relations of our Group, as well as overseeing theautomotive logistics operations of our Group. Mr Tan Min Cheow, Benson has been instrumental inobtaining certain key contracts for our Group, including contracts for the provision of transportationmanagement services to Keppel Logistics and Keppel Fels, as well as assisting in securing the contractsfor the provision of transportation and warehousing services to The Polyolefin Company (S) Pte. Ltd.

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Mr Yap Chee Sing is our General Manager, Chairman’s Office and is responsible for assisting theChairman in all matters relating to the operations of our Group. His job responsibilities include liaisingwith the management staff and executing management plans assigned by the Chairman. Prior to joiningSHCL in 2008, Mr Yap Chee Sing had accumulated more than 18 years of experience in the logisticsindustry. He was Assistant Manager and later promoted to Senior Manager, Purchasing and Logistics atAsahi Techno Vision (S) Pte Ltd from 1996 to 2008 where he was responsible for the management of thepurchasing, operations and physical distribution department. From 1989 to 1996, he was employed underthe Steamers Maritime Holding Limited group of companies where he held various positions and wasresponsible for various aspects of the operations of the company such as transport operations andshipping sales. Mr Yap Chee Sing holds a Bachelor of Theology from the Southeast Asia Union College,Singapore and a Bachelor of Science in Business Administration from Walla Walla College, USA.

Ms Heng Lee Chuang is our General Manager, Corporate Planning and oversees all corporate affairs,property transactions and special projects of our Group. Her job responsibilities include liaising withregulatory authorities, financial institutions, legal firms and property agents as well as strategising,executing and negotiating all matters with respect to property acquisitions and disposals. She is alsoresponsible for all company projects that relate to business development. Prior to joining SHCL in 1993,Ms Heng Lee Chuang was an accounts executive at Questor Management Pte Ltd from 1991 to 1993,Chambers Property Management Services Pte Ltd from 1990 to 1991 and Bennette & BennetteInternational Pte. Ltd. from 1988 to 1989 where she was responsible for preparing the accounts of theclients of these companies. Ms Heng Lee Chuang holds a Diploma in Business Studies from Ngee AnnPolytechnic. She is a member of the Association of Chartered Certified Accountants. Ms Heng LeeChuang has been with our Group and its finance and accounting department for more than 16 years. Sheis familiar with the finance matters and operations of our Group and was the head of the finance andaccounting department for approximately five and a half years prior to her promotion. As a member of theAssociation of Chartered Certified Accountants, Ms Heng Lee Chuang is a qualified accountant, and withher knowledge and experience, she is well-qualified to be our Group Financial Controller. However, inrecognition of her past performance and contribution to our Group, the Company decided to promote MsHeng Lee Chuang to her current position to handle high-level strategic decisions on a Group basis and todevelop new businesses. In view of Ms Heng Lee Chuang’s promotion, Mr Loy Suan Choo was employedto strengthen the finance and accounting team and assume the post of our Group Financial Controller.

Mr Yeo Peng Koon is our General Manager, Operations. He joined SHCL in 2006 and is responsible foroverseeing the warehousing and transportation operations of our Group. Prior to joining SHCL, Mr YeoPeng Koon had accumulated approximately 25 years of experience in the logistics management industry.He was the personal assistant to the managing director of Pacific Container Godown (Singapore) Pte Ltdfrom 1978 to 1997, an operation supervisor at Singapura Warehousing & Transportation and Sin GuanChan Transport from 1976 to 1978 and from 1974 to 1976, respectively, where he oversaw thewarehousing and transportation operations of these companies. From 1972 to 1974, he was a shippingtally clerk at Henry Transport and Agencies where he was responsible for checking and recording of allon-board consignments.

Mr Loy Suan Choo is the Group Financial Controller and is responsible for the full spectrum ofaccounting, taxation and treasury functions in our Group. He is also in-charge of liaising with andreporting to our Audit Committee on any accounting and financial matters of our Group. He oversees theday-to-day functioning of the finance and accounting operations, internal controls, regulatory compliancein taxation and group financial reporting matters, and investor relations of our Group. Prior to joining theGroup in July 2009, he held the positions of senior accountant and finance manager at two listedcompanies, namely Acma Limited where he worked from November 2000 to April 2002 and MTQCorporation Limited where he worked from July 2002 to July 2009, and was in charge of group financialreporting, internal audit and taxation matters of these companies. Mr Loy Suan Choo was a senior auditorat Ernst & Young LLP from 1997 to 2000. Prior to that, he worked in Moore Stephens LLP, a certifiedpublic accounting firm from 1996 to 1997. Mr Loy Suan Choo graduated from Nanyang TechnologicalUniversity with a Bachelor of Accountancy in 1996. He is a member of the Institute of Certified PublicAccountants of Singapore.

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As at the Latest Practicable Date, the list of present and past directorships of each Executive Officer overthe last five years preceding the Latest Practicable Date is set out below:


Tan Kok Sian Group Companies Group Companies



Asia Pacific Wine Hub Pte. Ltd.(1) Hubtra International Pte LtdCDAS Logistics Alliance (Ltd.)(2)

Cogent Builders Pte. Ltd.(3)

Soon Hock Hazmat Pte. Ltd.(4)

Cogent Logistics Pte Ltd(4)

Megafab Engineering Pte Ltd(5)


SH Tuas Development Pte. Ltd.(4)

Soon Hock Property Development Pte. Ltd.(6)

Soon Hock Realty Pte. Ltd.(4)

Tan Min Cheow, Benson Group Companies Group Companies

None None


Soon Hock Investment Group NonePte. Ltd.

Yap Chee Sing Group Companies Group Companies

None None


None None

Heng Lee Chuang Group Companies Group Companies

None None


None None

Yeo Peng Koon Group Companies Group Companies

None None


None None

Loy Suan Choo Group Companies Group Companies

None None


None None

Notes:

(1) The principal activity of APWH is the specialised storage and distribution of wine. Mr Tan Kok Sian is not involved in the day-to-day management of the company. Please refer to the section “Interested Person Transactions and Conflicts of Interests –Conflict of Interests” of this Prospectus for further details on the operations of APWH.

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(2) CDAS Logistics Alliance (Ltd.) is a company set up by the Container Depot Association (Singapore) (CDAS), an associationfor container depot operators in Singapore, to disseminate information to member companies. This company does not carryout any business operations that compete with our Group. SHCL, as a member of CDAS, obtains updates and information inrelation to the container depot industry through our representative, Mr Tan Kok Sian.

(3) The principal activities of Cogent Builders Pte. Ltd. are the provision of general contractor services and building constructionservices. Mr Tan Kok Sian is not involved in the day-to-day management of the company.

(4) This company is inactive as it currently does not engage in any business activities.

(5) The principal activities of Megafab Engineering Pte Ltd are the manufacture of rattan and cane furniture and mechanicalengineering works. Mr Tan Kok Sian is not involved in the day-to-day management of the company.

(6) The principal activity of SHPD is in the business of property development. Mr Tan Kok Sian is not involved in the day-to-daymanagement of the company. Please refer to the section “Interested Person Transactions and Conflicts of Interests – Conflictof Interests” of this Prospectus for further details on the operations of SHPD.

Mr Tan Kok Sian has undertaken, pursuant to a Deed of Non-Competition dated 18 December 2009, thathe shall not, inter alia, engage directly or indirectly in any business which competes with any businesscarried on or proposed to be carried on by our Group during the period of his employment.

There are no arrangements or undertakings with any Substantial Shareholders, customers, suppliers orothers, pursuant to which any of our Directors and Executive Officers was appointed.

TERMS OF OFFICE

Our Directors do not currently have a fixed term of office. Every Director shall retire from office onceevery three years and for this purpose, at each annual general meeting, one-third of the Directors for thetime being (or, if their number is not a multiple of three, the number nearest to but not less than one-third)shall retire from office by rotation. A retiring Director shall be eligible for re-election.

The Directors to retire in every year shall be those, subject to retirement by rotation, who have beenlongest in office since their last re-election or appointment.

SERVICE AGREEMENTS

On 18 December 2009, our Company entered into separate service agreements (the “ServiceAgreements”) with our Executive Chairman and CEO, Mr Tan Yeow Khoon and our Managing Director,Mr Edwin Tan Yeow Lam.

The Service Agreements are for an initial period of three years (the “Initial Term”) commencing witheffect from the date of admission of our Company to the Official List of the SGX-ST, subject to automaticrenewal for another one-year term on the same terms and conditions upon the expiry thereof. During theInitial Term, the parties may terminate the respective service agreement by either party giving not lessthan six months’ notice in writing to the other. We may also terminate the Service Agreements by noticeupon the occurrence of certain events such as serious misconduct, bankruptcy or criminal conviction.

Pursuant to the terms of the respective Service Agreements, Mr Tan Yeow Khoon and Mr Edwin Tan YeowLam will receive an annual remuneration of S$353,400 and S$228,000, respectively. In addition, each ofMr Tan Yeow Khoon and Mr Edwin Tan Yeow Lam shall, in respect of each financial year in which theunaudited consolidated profit before tax of our Group (before deducting for such Bonus) (the “ProfitBefore Tax”) is at least S$2 million, be entitled to a variable bonus equivalent to a percentage of theProfit Before Tax as follows:

Profit Before Tax Bonus

S$2 million and above but less than S$5 million 3%S$5 million and above but less than S$8 million 4%S$8 million and above 5%

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Our Group will also extend to each of Mr Tan Yeow Khoon and Mr Edwin Tan Yeow Lam insurance,medical and dental benefits in line with our Group’s prevailing policy. All entertainment expenses,travelling, hotel and other out-of-pocket expenses incurred by our Executives in connection with ourGroup’s business will also be borne by our Group.

Under the terms of the Service Agreements, each of Mr Tan Yeow Khoon and Mr Edwin Tan Yeow Lamare subject to certain restrictive covenants as described below. Each of Mr Tan Yeow Khoon and MrEdwin Tan Yeow Lam are also prohibited, during the term of their Service Agreements and theirtermination thereof, to disclose any information, which they know or ought to reasonably know to beconfidential concerning the business of our Group, so far as the information had come to their knowledgeduring their appointment with our Company.

Mr Tan Yeow Khoon and Mr Edwin Tan Yeow Lam are prohibited until 24 months after termination of theiremployment to do, inter alia, the following:

(a) being directly or indirectly engaged or interested in any capacity in or concerned in the conduct ofany other business competing with any business carried on or proposed to be carried on by ourGroup; and/or

(b) solicit for himself or anyone else the business of any supplier, customer or client of our Group.

Our Group has previously entered into various contracts of employment with all of our Executive Officers.Such contracts typically provide for the salaries payable to our Executive Officers, their working hours,annual leave and grounds of termination.

Save as disclosed above, there are no other existing or proposed Service Agreements between ourCompany or our subsidiaries and any of our Directors or Executive Officers. There are no existing orproposed service agreements entered into or to be entered into by our Directors with our Company orany of our subsidiaries which provide for benefits upon termination of employment without cause.

Had the Service Agreements for Mr Tan Yeow Khoon and Mr Edwin Tan Yeow Lam been effective on 1January 2008, the total remuneration payable to the Executives for FY2008 would have beenapproximately S$831,000 and the profit after income tax would have been approximately S$6.7 millioninstead of S$7.0 million.

REMUNERATION OF DIRECTORS AND EXECUTIVE OFFICERS

The compensation paid or payable to each of our Directors and Executive Officers for services renderedto us in all capacities for FY2007, FY2008 and FY2009 (estimated), in bands of S$250,000 per annum(1),were or are as follows:

FY2007 FY2008 FY2009(estimated)(2)

Directors(1)

Tan Yeow Khoon Band B Band B Band BEdwin Tan Yeow Lam Band A Band A Band AChan Soo Sen – – Band AChua Cheow Khoon Michael – – Band ATeo Lip Hua, Benedict – – Band A

FY2007 FY2008 FY2009(estimated)(2)

Executive Officers(1)

Tan Kok Sian Band A Band A Band ATan Min Cheow, Benson Band A Band A Band AYap Chee Sing – Band A Band AHeng Lee Chuang Band A Band A Band AYeo Peng Koon Band A Band A Band ALoy Suan Choo – – Band A

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Notes:

(1) Band A: Compensation from S$0 to S$250,000 per annum.

Band B: Compensation of between S$250,001 to S$500,000 per annum.

(2) For the purposes of this estimation, no account is taken of the bonus or benefits in kind that our Executive Directors areentitled to under their respective service agreements, the details of which are set out under the section entitled “Directors,Management and Staff – Service Agreements” of this Prospectus.

We have not set aside or accrued any amounts for the provision of any pension, retirement or similarbenefits for the Period under Review.

The compensation paid to each of our Directors and Executive Officers for each financial year will bedisclosed in bands in our annual report.

EMPLOYEES

All our employees are located in Singapore. We did not have any temporary employees in FY2006,FY2007 and FY2008, respectively.

Our employees are not unionised. We have had no industrial disputes, strikes or work stoppages by ouremployees leading to major production disruption or government intervention since we commencedoperations.

We set out below the total number of our employees and the various departments in which they serve asat 31 December 2006, 2007 and 2008.

As at As at As at31 December 31 December 31 December

Department 2006 2007 2008

Management(1) 7 9 10Accounts and Finance 4 7 10Operations 174 287 327Administration 9 10 8

Total 194 313 355

Note:

(1) The management department may, from time to time, be involved in the sales and marketing of our services.

The increase in the number of employees from 31 December 2006 to 31 December 2008 was due to theincrease in size and scope of our business as a result of the commencement of warehouse managementservices and transportation services to Keppel Fels as a sub-contractor of Keppel Logistics, as well asthe expansion of our automotive logistics management services.

The basis of determining the remuneration of employees who are related to our Directors and SubstantialShareholders is the same as the basis for determining the remuneration of other unrelated employees,and shall depend on factors such as the employee’s work performance, job scope, responsibilities andseniority of position.

CORPORATE GOVERNANCE

Our Directors recognise the importance of corporate governance and the offering of high standards ofaccountability to our Shareholders.

Board Practices

Our Articles of Association provide that our Board will comprise at least one Director. Our Directors donot currently have a fixed term of office. All Directors are required to submit themselves for re-nominationand re-election at regular intervals and at least once every three years. A retiring Director shall be eligiblefor re-election. Our Directors to retire in each year shall be those, subject to retirement by rotation, whohave been longest in office since their last re-election or appointment.

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Pursuant to the Code of Corporate Governance issued by the Committee on Corporate Governance (asfrom time to time amended, modified or supplemented) (the “Code of Corporate Governance”), thechairman of the directors and the chief executive officer or managing director of a company should beseparate persons, to ensure an appropriate balance of power, increased accountability and greatercapacity of the Board for independent decision-making.

Although Mr Tan Yeow Khoon serves as the Executive Chairman and CEO of our Company, the Board isof the opinion that it is not necessary to separate the roles of the Chairman and CEO after taking intoaccount the size, scope and the nature of the operations of the Group. Mr Tan Yeow Khoon is the founderof our Group and has played an instrumental role in developing the business of our Group. He hasconsiderable industry experience and has also provided our Group with strong leadership and vision. It ishence the view of our Board that it is in the best interests of our Group to adopt a single leadershipstructure. Our Board is of the view that there are sufficient safeguards and checks in place to ensure thatmanagement is accountable to our Board as a whole. Our Nominating Committee, RemunerationCommittee and Audit Committee comprise and are all chaired by Independent Directors. In addition, MrChan Soo Sen has been appointed as the Lead Independent Director of our Company and is available toour Shareholders in respect of concerns which contact through the normal channel of the Chairman hasfailed to resolve or for which such contact is inappropriate.

Hence, our Directors are of the view that there are sufficient safeguards and checks to ensure that theprocess of decision-making by our Board is independent and based on collective decision-making withoutMr Tan Yeow Khoon being able to exercise considerable concentration of power or influence.

Audit Committee

Our Audit Committee comprises our Independent Directors, Mr Chan Soo Sen, Mr Chua Cheow KhoonMichael and Mr Teo Lip Hua, Benedict. The Chairman of our Audit Committee is Mr Chua Cheow KhoonMichael.

Our Audit Committee shall meet periodically to perform the following functions:

(a) review with the external auditors the audit plan, scope of work, their evaluation of the system ofinternal accounting controls, their management letter and our management’s response, and resultsof our audits conducted by our internal and external auditors;

(b) review the half-yearly and annual, and quarterly, if applicable, financial statements and resultsannouncements before submission to our Board for approval, focusing in particular, on changes inaccounting policies and practices, major risk areas, significant adjustments resulting from the audit,the going concern statement, compliance with financial reporting standards as well as compliancewith the Listing Manual and any other statutory/regulatory requirements;

(c) review the effectiveness and adequacies of our internal control and procedures, includingaccounting and financial controls and procedures and ensure co-ordination between the externalauditors and our management, reviewing the assistance given by our management to the auditors,and discuss problems and concerns, if any, arising from the interim and final audits, and anymatters which the auditors may wish to discuss (in the absence of our management wherenecessary) and if necessary, appoint a suitable accounting firm as internal auditor for our Group;

(d) review and discuss with the external auditors any suspected fraud or irregularity, or suspectedinfringement of any relevant laws, rules or regulations, which has or is likely to have a materialimpact on our Company’s operating results or financial position, and our management’s response;

(e) consider the appointment or re-appointment of the external auditors and matters relating to theresignation or dismissal of the auditors;

(f) review the appointments of, and remuneration of persons (upon appointment and upon renewal oftheir respective service contracts), occupying managerial positions who are related to ourDirectors, CEO or our Controlling Shareholders;

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(g) review and approve transactions falling within the scope of Chapter 9 and Chapter 10 of the ListingManual (if any);

(h) review any potential conflicts of interest;

(i) review the adequacy of potential business risk management processes;

(j) review and approve all hedging policies and instruments (if any) to be implemented by our Group;

(k) undertake such other reviews and projects as may be requested by our Board of Directors andreport to our Board its findings from time to time on matters arising and requiring the attention ofour Audit Committee;

(l) review and establish procedures for receipt, retention and treatment of complaints received by ourGroup, inter alia, criminal offences involving our Group or its employees, questionable accounting,auditing, business, safety or other matters that impact negatively on our Group; and

(m) generally to undertake such other functions and duties as may be required by statute or the ListingManual, and by such amendments made thereto from time to time.

Our Audit Committee will meet, at a minimum, on a quarterly basis. Apart from the duties listed above,our Audit Committee shall commission and review the findings of internal investigations into matterswhere there is any suspected fraud or irregularity, or failure of internal controls or infringement of anySingapore law, rules or regulations which has or is likely to have a material impact on our Group’soperating results and/or financial position. Each member of our Audit Committee shall abstain fromreviewing any particular transaction or voting on such resolution in respect of which he is or may beinterested in.

Upon the admission of our Company to the Official List of the SGX-ST, our Audit Committee will appoint asuitable accounting firm (the “Internal Auditor”) for the purpose of internal audit to review and assess thesystem of internal controls of our Group on an annual basis. Before each annual internal audit, theappointed Internal Auditor will propose an internal audit plan to our Audit Committee and obtain theapproval of our Audit Committee before the appointed Internal Auditor can proceed with the internal auditplan. The findings of such internal audit will be submitted by the appointed Internal Auditor to our AuditCommittee for their review.

Our Independent Directors do not have any existing business or professional relationship of a materialnature with our Group, our Directors or Substantial Shareholders.

Suitability of our Group Financial Controller

Our Audit Committee notes that Mr Loy Suan Choo has more than 13 years of experience in finance andaccounting, and his most recent experience includes being the finance manager of MTQ CorporationLimited from July 2002 to July 2009, a company listed on the Main Board of the SGX-ST. Our AuditCommittee further notes that Mr Loy Suan Choo will be guided by our General Manager, CorporatePlanning, Ms Heng Lee Chuang, who has worked for more than 16 years in our Group and is familiar withthe finance matters and operations of our Group. Prior to joining our Group, Ms Heng Lee Chuang hashad former accounts and audit experience in various firms in Singapore. Ms Heng Lee Chuang is also amember of the Association of Chartered Certified Accountants.

Our Audit Committee has, in the course of preparing for the listing of our Company on SGX-ST, observedand noted Mr Loy Suan Choo’s responses to questions posed to him at various meetings anddiscussions. Based on the responses provided by Mr Loy Suan Choo to such questions, our AuditCommittee is of the view that he has demonstrated his understanding of the business of, and familiaritywith the finance and accounting functions of, our Group.

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Our Audit Committee has also noted the manner in which Mr Loy Suan Choo has worked together withthe Independent Auditors, on the combined financial statements for inclusion in this Prospectus and hasapplied the proper accounting treatment. His treatment and preparation of, and his discussion with theIndependent Auditors, on the said combined financial statements demonstrated his knowledge of theSingapore Financial Reporting Standards, and listing requirements in Singapore. Our Audit Committeehas taken into account Mr Loy Suan Choo’s qualifications and working experience and is of the view thatMr Loy Suan Choo is competent to perform his functions and duties as the Group Financial Controller.

In addition, our Audit Committee shall, in one year’s time from the listing of our Company on the SGX-ST,review the suitability for continued service of Mr Loy Suan Choo as our Group Financial Controller andthe overall effectiveness of the finance functions of our Group, taking into consideration the comments ofthe Independent Auditors.

Opinion of our Group Financial Controller

Mr Loy Suan Choo has been appointed as our Group Financial Controller from July 2009. In connectionwith the Invitation, Mr Loy Suan Choo has worked closely with the Independent Auditors in thepreparation of the financial statements in this Prospectus, and has provided, verified and substantiatedoperational information to the Independent Auditors and the working group based on his knowledge ofour Group’s operations, accounting policies and financial position. Through his close involvement in thepreparation of this Prospectus, Mr Loy Suan Choo is of the opinion that the Group’s financial records arefree of material misstatements, and he is not aware of any significant weakness in the controls of theGroup.

Remuneration Committee

Our Remuneration Committee comprises Mr Chan Soo Sen, Mr Chua Cheow Khoon Michael and Mr TeoLip Hua, Benedict. The Chairman of our Remuneration Committee is Mr Teo Lip Hua, Benedict.

Our Remuneration Committee will recommend to our Board a framework of remuneration for ourDirectors and Group Financial Controller, and determine specific remuneration packages for eachExecutive Director and our Group Financial Controller.

The recommendations of our Remuneration Committee shall be submitted for endorsement by our entireBoard. All aspects of remuneration, including but not limited to our Directors’ and Group FinancialController’s salaries, allowances, bonuses, options and benefits-in-kind shall be covered by ourRemuneration Committee. Our Remuneration Committee shall also review the remuneration of seniormanagement and employees related to our Directors. Each member of our Remuneration Committeeshall abstain from voting on any resolutions in respect of his remuneration package or that of employeesrelated to him.

Nominating Committee

Our Nominating Committee comprises Mr Chan Soo Sen, Mr Chua Cheow Khoon Michael and Mr TeoLip Hua, Benedict. The Chairman of our Nominating Committee is Mr Chan Soo Sen.

Our Nominating Committee will be responsible for:

(a) re-nomination of our Directors having regard to our Director’s contribution and performance;

(b) determining annually whether or not a director is independent;

(c) deciding whether or not a director is able to and has been adequately carrying out his duties as adirector; and

(d) reviewing and approving any new employment of related persons and the proposed terms of theiremployment.

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Our Nominating Committee will decide how our Board’s performance is to be evaluated and proposeobjective performance criteria, subject to the approval of our Board, which will address how our Boardplans to enhance long-term Shareholders’ value. The performance evaluation will also includeconsideration of our Share price performance over a five-year period vis-à-vis the Singapore StraitsTimes Index and a benchmark index of its industry peers. Our Board will also implement a process to becarried out by our Nominating Committee for assessing the effectiveness of our Board as a whole and forassessing the contribution of each individual Director towards the effectiveness of our Board. Eachmember of our Nominating Committee shall abstain from voting on any resolutions in respect of theassessment of his performance or re-nomination as Director.

COGENT HOLDINGS EMPLOYEE SHARE OPTION SCHEME

On 18 January 2010, our Shareholders adopted a share option scheme known as the Cogent HoldingsEmployee Share Option Scheme (the “Share Option Scheme”).

The Share Option Scheme will provide eligible participants with an opportunity to participate in the equityof our Company and to motivate them towards better performance through increased dedication andloyalty. The Share Option Scheme, which forms an integral and important component of a compensationplan, is designed to primarily reward and retain employees of the Group whose services are vital to ourwell being and success.

As at the Latest Practicable Date, no Options have been granted under the Share Option Scheme.

Objectives of the Share Option Scheme

The objectives of the Share Option Scheme are as follows:

(a) to motivate participants of the Share Option Scheme to optimise their performance standards andefficiency and to maintain a high level of contribution to our Group;

(b) to retain key employees of the Group whose contributions are essential to the long-term growthand prosperity of our Group;

(c) to instil loyalty to, and a stronger identification by participants with the long-term prosperity of, ourCompany;

(d) to attract potential employees with relevant skills to contribute to our Group and to create value forour Shareholders; and

(e) to align the interests of participants with the interests of our Shareholders.

Summary of the Share Option Scheme

The rules of the Share Option Scheme may be inspected by Shareholders at the registered office of ourCompany for a period of six months from the date of registration of this Prospectus. The following is asummary of the rules of the Share Option Scheme:

Participants

The Share Option Scheme allows for participation by confirmed employees of the Group and Non-executive Directors (including Independent Directors) who have attained the age of 21 years on or beforethe relevant date of grant of the Option, provided that none shall be an undischarged bankrupt or haveentered into a composition with his creditors.

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Administration of the Scheme

The Share Option Scheme shall be administered by a committee comprising of members of theRemuneration Committee and the Nominating Committee (the “Administration Committee”), withpowers to determine, inter alia, the following:

(a) persons to be granted Options;

(b) number of Options to be offered; and

(c) recommendations for modifications to the Share Option Scheme.

However, in compliance with the requirements of the Listing Manual, a participant of the Share OptionScheme who is a member of the Administration Committee will not be involved in any deliberation ordecision in respect of Options to be granted to that participant.

Size of the Share Option Scheme

The total number of shares over which the Administration Committee may grant Options on any date,when added to the number of shares issued and issuable in respect of all Options granted under theShare Option Scheme (including the Share Plan and any other share option schemes of our Company)shall not exceed 15.0% of the number of issued Shares (including treasury shares, as defined in theCompanies Act) on the day preceding the date of the relevant grant.

Our Directors believe that such a limit gives us sufficient flexibility to decide on the number of OptionShares to offer to the employees of the Group. The number of eligible participants is expected to growover the years. Our Company, in line with its goals of ensuring sustainable growth, is constantly reviewingits position and considering the expansion of its talent pool which may involve employing new employees.The employee base, and thus the number of eligible participants will increase as a result. The number ofOptions offered must also be significant enough to serve as a meaningful reward for contribution to ourGroup. The Administration Committee shall exercise its discretion in deciding the number of OptionShares to be granted to each employee of the Group which will depend on the performance and value ofthe employee to our Group.

Options entitlements

The number of Option Shares to be offered to a participant shall be determined at the absolute discretionof the Administration Committee, which shall take into account criteria such as rank, past performance,years of service and potential for future development of that participant.

Options, exercise period and exercise price

The Options that are granted under the Share Option Scheme may have exercise prices that are, at thediscretion of the Administration Committee:

(a) set at a discount to a price (“Market Price”) equal to the average of the last dealt prices for theShares on the SGX-ST for the five consecutive market days immediately preceding the relevantdate of grant of the relevant Option of a Share (subject to a maximum discount of 20.0%), in whichevent, such Options may be exercised after the second anniversary from the date of grant of theOption (“Incentive Option”); or

(b) fixed at the Market Price (“Market Price Option”). Market Price Options may be exercised after thefirst anniversary of the date of grant of that Option.

Options granted under the Share Option Scheme will have a life span of five years.

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Grant of Options

There are no fixed periods for the grant of Options. As such, offers of the grant of Options may be madeat any time from time to time at the discretion of the Administration Committee.

However, in the event that an announcement on any matter of an exceptional nature involvingunpublished price sensitive information is imminent, offers may only be made after the second market dayfrom the date on which the aforesaid announcement is made.

Termination of Options

Options may lapse or be exercised earlier in circumstances which include the termination of theemployment of the participant in our Group, the bankruptcy of the participant, the death of the participant,a take-over of our Company, and the winding-up of our Company.

Acceptance of Options

The grant of Options shall be accepted within 30 days from the date of the offer. Offers of Options madeto grantees, if not accepted before the closing date, will lapse. Upon acceptance of the offer, the granteemust pay our Company a consideration of S$1.00.

Rights of Shares arising from the exercise of Options

New Shares arising from the exercise of Options, when allotted and issued shall be subject to all theprovisions of the Memorandum and Articles of Association of our Company and shall rank pari passu inall respects with the then existing issued Shares, save for any dividend, rights, allotments or distributions,the record date of which falls on or before the relevant exercise date of the Options. For such purposes,record date means the date as at the close of business on which our Shareholders must be registered inorder to participate in any dividends, rights, allotments or other distributions.

Duration of the Share Option Scheme

The Share Option Scheme shall continue in operation for a maximum period of 10 years commencing onthe date on which the Share Option Scheme is adopted by our Company in general meeting, providedthat the Share Option Scheme may continue for any further period thereafter with the approval of ourShareholders by ordinary resolution in general meeting and of any relevant authorities which may then berequired.

Abstention from voting

Participants who are Shareholders are to abstain from voting on any Shareholders’ resolution relating tothe Share Option Scheme and any modification thereof. Participants may, however, act as proxies ofShareholders in respect of the votes of such Shareholders in relation to any such resolutions, providedthat specific instructions have been given in the proxy forms on how the votes are to be cast in respect ofthe resolution.

Modifications to the Share Option Scheme

The Share Option Scheme may be modified and/or altered from time to time by a resolution of our Board,subject to the compliance with the requirements of the Listing Manual and the requirements of any otherregulatory authorities as may be necessary.

However, no modification or alteration shall adversely affect the rights attached to Options granted prior tosuch modification or alteration except with the written consent of such number of participants under theShare Option Scheme who, if they exercised their Options in full, would thereby become entitled to notless than 75.0% of the number of all the Shares which would fall to be allotted upon exercise in full of alloutstanding Options under the Share Option Scheme.

No alteration to certain rules of the Share Option Scheme which would be to the advantage ofparticipants under the Share Option Scheme, such as the repricing of the exercise price of the Optionsand the replacement of existing Options, shall be made except with the prior approval of ourShareholders in general meeting.

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Grant of Incentive Options with a discounted exercise price

The ability to offer Incentive Options to participants of the Share Option Scheme with exercise prices setat a discount to the prevailing market prices of our Shares will operate as a means to recognise theperformance of participants as well as to motivate them to continue to excel while encouraging them tofocus more on improving the profitability and return of our Group above a certain level which will benefitall Shareholders when these are eventually reflected through share price appreciation. Incentive Optionswould be perceived in a more positive light by the participants, inspiring them to work hard and produceresults in order to be offered Incentive Options, as only employees of the Group who have madeoutstanding contributions to the success and development of our Group would be granted IncentiveOptions.

The flexibility to grant Incentive Options is also intended to cater to situations where the stock marketperformance has overrun the general market conditions. In such events, the Administration Committeewill have absolute discretion to:

(a) grant Incentive Options set at a discount to the Market Price of a Share (subject to a maximumlimit of 20.0%); and

(b) determine the participants to whom, and the Incentive Options to which, such reduction in exerciseprices will apply.

In determining whether to give a discount and the quantum of the discount, the Administration Committeeshall be at liberty to take into consideration factors including the performance of our Company, our Group,the performance of the participant concerned, the contribution of the participant to the success anddevelopment of our Group and the prevailing market conditions. The Administration Committee willdetermine on a case-by-case basis whether a discount will be given, and if so, the quantum of thediscount, taking into account the objective that is desired to be achieved by our Company and theprevailing market conditions. As the actual discount given will depend on the relevant circumstances, theextent of the discount may vary from one case to another, and from time to time, subject to a maximumdiscount of 20.0% of the Market Price of a Share. The discretion to grant Incentive Options will, however,be used judiciously.

It is envisaged that our Company may consider granting the Incentive Options under circumstancesincluding (but not limited to) the following:

(a) where, due to speculative forces in the stock market resulting in an overrun of the market, themarket price of our Shares at the time of the grant of Incentive Options is not a true reflection ofthe financial performance of our Company;

(b) to enable our Company to offer competitive remuneration packages in the event that the practice ofgranting Incentive Options becomes a general market norm. As share options become moresignificant components of executive remuneration packages, a discretion to grant Incentive Optionswill provide our Company with a means to maintain the competitiveness of our Groupcompensation strategy; and/or

(c) where our Group needs to provide more compelling motivation for specific business units toimprove their performance, grants of Incentive Options will help to align the interests of employeesof the Group with those of our Shareholders by encouraging them to focus more on improving theprofitability and return of our Group above a certain level which will benefit all Shareholders whenthese are eventually reflected through share price appreciation. As such, Incentive Options wouldbe perceived more positively by the employees of the Group who receive such Incentive Options.

Such flexibility in determining the quantum of discount would enable the Administration Committee totailor the incentives in the grant of Incentive Options to be commensurate with the performance andcontribution of each individual participant. By individually recognising the degree of performance andcontribution of each participant, the granting of Incentive Options at a commensurate discount wouldenable the Administration Committee to provide incentives for better performance, greater dedication andloyalty of the participants.

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Our Company may also grant Market Price Options without any discount to the market price of ourShares. Additionally, our Company may, if it deems fit, impose conditions on the exercise of the Options(whether such Options are granted at the market price or at a discount to the market price), such asrestricting the number of Shares for which the Option may be exercised during the initial years followingits vesting.

Rationale for participation by employees of the Group in the Share Option Scheme

The extension of the Share Option Scheme to employees of the Group allows us to have a fair andequitable system to reward our Directors and employees of the Group who have made and who continueto make significant contributions to the long-term growth of our Group.

We believe that the grant of Options to the employees of the Group will enable us to attract, retain andprovide incentives to our Directors and employees of the Group to produce higher standards ofperformance as well as encourage greater dedication and loyalty by enabling our Company to giverecognition to past contributions and services as well as motivating participants generally to contributetowards the long-term growth of our Group.

Rationale for participation by our Non-executive Directors (including Independent Directors) in theShare Option Scheme

Although our Non-executive Directors are not involved in the day-to-day running of our Group’soperations, they play an invaluable role in furthering the business interests of our Group by contributingtheir experience and expertise. The participation by Non-executive Directors in the Share Option Schemewill provide our Company with a further avenue to acknowledge and recognise their services andcontributions to our Group as it may not always be possible to compensate them fully or appropriately byincreasing the directors’ fees or other forms of cash payment. For instance, the Non-executive Directorsmay bring strategic or other value to our Company which may be difficult to quantify in monetary terms.The grant of Options to Non-executive Directors will allow our Company to attract and retain experiencedand qualified persons from different professional backgrounds to join our Company as Non-executiveDirectors, and to motivate existing Non-executive Directors to take extra efforts to promote the interests ofour Company and/or our Group.

In deciding whether to grant Options to the Non-executive Directors, the Remuneration Committee willtake into consideration, among other things, the contributions made to the growth, development andsuccess of our Group and the years of service of a particular Non-executive Director. The RemunerationCommittee may also, where it considers relevant, take into account other factors such as the economicconditions and our Company’s performance.

In order to minimise any potential conflict of interests and to not compromise the independence of theNon-executive Directors, our Company intends to grant only a nominal number of Options under theShare Option Scheme to Non-executive Directors. In addition, in the event that any conflict of interestsarises in any matter to be decided by the Board, our Company shall procure that the relevant Non-executive Director abstains from voting on such matter at the Board meeting.

Rationale for participation of Controlling Shareholders and their associates

An employee who is a Controlling Shareholder of our Company or an associate of a ControllingShareholder shall be eligible to participate in the Share Option Scheme if (a) his participation in theShare Option Scheme; and (b) the actual number and terms of the options to be granted to him havebeen approved by independent Shareholders of our Company in separate resolutions for each suchperson. The relevant employee is required to abstain from voting on, and (in the case of employees whoare Directors) refrain from making any recommendation on, the resolutions in relation to the Share OptionScheme.

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One of the main objectives of the Share Option Scheme is to motivate participants to optimise theirperformance standards and efficiency and to maintain a high level of contribution to our Group. Theobjectives of the Share Option Scheme apply equally to our employees who are Controlling Shareholdersor their respective associates. Our view is that all deserving and eligible participants should be motivated,regardless of whether they are Controlling Shareholders or their respective Associates. It is our interest toincentivise outstanding employees who have contributed to the growth of our Group to continue to remainwith us.

Although our Controlling Shareholders and their respective Associates have or may already haveshareholding interest in our Company, the extension of the Share Option Scheme to allow ControllingShareholders and their respective Associates the opportunity to participate in the Share Option Schemewill ensure that they are equally entitled, with the other employees of our Group, to participate in andbenefit from this system of remuneration. The Share Option Scheme is intended to be part of ourCompany’s system of employee remuneration and our Company is of the view that employees who areControlling Shareholders or their respective Associates should not be unduly discriminated against byvirtue only of their shareholding in our Company.

Cost of Options granted under the Share Option Scheme to our Company

Any Options granted under the Share Option Scheme would have a fair value. In the event that suchOptions are granted at prices below the fair value of the Options, there will be a cost to our Company. Theamounts of such costs may be more significant in the case of Incentive Options, where such Options aregranted with exercise prices set at a discount to the prevailing market price of our Shares. The cost to ourCompany of granting Options under the Share Option Scheme would be as follows:

(a) the exercise of an Incentive Option at the discounted exercise price would translate into a reductionof the proceeds from the exercise of such Option, as compared to the proceeds that our Companywould have received from such exercise had the exercise been made at the prevailing market priceof our Shares. Such reduction of the proceeds from the exercise of such Option would representthe monetary cost to our Company;

(b) as the monetary cost of granting Incentive Options is borne by our Company, the earnings of ourCompany would effectively be reduced by an amount corresponding to the reduced interestearnings that our Company would have received from the difference in proceeds from exerciseprice with no discount versus the discounted exercise price. Such reduction would, accordingly,result in the dilution of our Company’s EPS; and

(c) the effect of the issue of new Shares upon the exercise of Options, is that our Company’s NTA perShare will increase if the exercise price is above the NTA per Share and decrease, if the exerciseprice is below the NTA per Share.

The costs as discussed above would only materialise upon the exercise of the relevant Options. Shareoptions have value because the option to buy a company’s share for a fixed price during an extendedfuture time period is a valuable right, even if there are restrictions attached to such an option. As ourCompany is required to account for share-based awards granted to the employees of the Group, the costof granting Options will affect our financial results as this cost to our Company would be required to becharged to our Company’s income statement commencing from the time Options are granted. Subject asaforesaid, as and when Options are exercised, the cash inflow will add to the NTA of our Company andits share capital base will grow. Where Options are granted with subscription prices that are set at adiscount to the market prices for our Shares prevailing at the time of the grant of such Options, theamount of the cash inflow to our Company on the exercise of such Options would be diminished by thequantum of the discount given, as compared with the cash inflow that would have been received by ourCompany had the Options been granted at the market price of our Shares prevailing at the time of thegrant.

The grant of Options will have an impact on our Company’s reported profit under the accounting rules inthe Singapore Financial Reporting Standards which is effective for financial periods beginning on or after1 January 2005. It requires the recognition of an expense in respect of Options granted. The expenseswill be based on the fair value of the Options at the date of grant (as determined by an option-pricingmodel) and will be recognised over the vesting period.

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Details of the number of Options granted pursuant to the Share Option Scheme, the number of Optionsexercised and the exercise price (as well as any applicable discounts) will be disclosed in our annualreport.

COGENT HOLDINGS PERFORMANCE SHARE PLAN

On 18 January 2010, our Shareholders adopted a performance share plan known as the CogentHoldings Performance Share Plan (the “Share Plan”).

We recognise that the contributions and continued dedication of the employees of the Group and Non-executive Directors, are critical to the future growth and development of our Group and have undertakena review of employee remuneration and benefits to this end. The Share Plan is a new compensationscheme that promotes higher performance goals and recognises exceptional achievement. We havetaken steps to align ourselves with and embrace local trends and best practices in compensation.

Unlike the Options granted under the Share Option Scheme, the Share Plan contemplates the award offully-paid Shares to participants after certain pre-determined benchmarks have been met. Although wemay, where appropriate, continue to distribute cash bonuses to the employees of the Group and Non-executive Directors, we believe that the Share Plan will be more effective than pure cash bonuses inmotivating employees of the Group to work towards pre-determined goals.

As at the Latest Practicable Date, no Awards have been granted under the Share Plan.

Objectives of the Share Plan

The Share Plan is based on the principle of pay-for-performance and is designed to enable us to reward,retain and motivate employees of the Group to achieve superior performance. The purpose of adoptingthe Share Plan in addition to the Share Option Scheme is to give us greater flexibility to align theinterests of employees of the Group, especially key executives, with the interests of Shareholders. Theobjectives of the Share Plan are as follows:

(a) to provide an opportunity for participants of the Share Plan to participate in the equity of ourCompany, thereby inculcating a stronger sense of identification with the long-term prosperity of ourGroup and promoting organisational commitment, dedication and loyalty of participants towards ourGroup;

(b) to motivate participants to strive towards performance excellence and to maintain a high level ofcontribution to our Group;

(c) to give recognition to contributions made or to be made by participants by introducing a variablecomponent into their remuneration package; and

(d) to make employee remuneration sufficiently competitive to recruit new participants and/or to retainexisting participants whose contributions are important to the long-term growth and profitability ofour Group.

Overview of the Share Plan

The Share Plan is designed to reward its participants through the issue of fully-paid Shares according tothe extent to which they complete certain time-based service conditions or achieve their performancetargets over set performance periods.

Awards granted under the Share Plan may be time-based or performance-related, and in each instance,shall vest only:

(a) where the Award is time-based, after the satisfactory completion of time-based service conditions,that is, after the Participant has served our Group for a specified number of years (such Awardsbeing “time-based Awards’’); or

(b) where the Award is performance-related, after the Participant achieves a pre-determinedperformance target (such Awards being “performance-related Awards’’).

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A time-based Award may be granted, for example, as a supplement to the cash component of theremuneration packages of senior executive officers our Company seeks to attract and recruit. Aperformance-related Award may be granted, for example, with a performance target based on thesuccessful completion of a project or the successful achievement of certain quantifiable performancetargets, such as sales growth or productivity enhancement.

Performance targets set are based on short to medium-term corporate objectives including marketcompetitiveness, quality of returns, business growth and productivity growth. These performance targetsinclude targets set based on criteria such as shareholders’ return, return on equity and EPS. By workingtowards and achieving their own performance targets, the participants would also indirectly be assistingour Company in attaining its corporate objectives and strategic business goals.

No minimum vesting periods are prescribed under the Share Plan for Awards, and the length of thevesting period in respect of each Award will be determined on a case-by-case basis.

We will announce the following information to the SGX-ST and the public immediately upon the grant ofAwards under the Share Plan:

(a) total number of participants;

(b) total number of shares granted; and

(c) range of number of shares granted to each participant.

Summary of the Share Plan

The rules of the Share Plan may be inspected by Shareholders at the registered office of our Companyfor a period of six months from the date of registration of this Prospectus. The following is a summary ofthe rules of the Share Plan:

Participants

The Share Plan allows for participation by full-time employees of the Group and Non-executive Directors(including Independent Directors) who have attained the age of 21 years and above on or before therelevant date of grant of the Award, provided that none shall be an undischarged bankrupt or haveentered into a composition with his creditors.

Management of the Share Plan

The Share Plan shall be managed by the Administration Committee, which has the absolute discretion todetermine persons who will be eligible to participate in the Share Plan. However, in compliance with therequirements of the Listing Manual, a participant who is a member of the Administration Committee shallnot be involved in any deliberation or decision in respect of Awards (as the case may be) to be granted toor held by that participant.

Our Board is responsible for reviewing and approving remuneration packages of our key executives (otherthan Executive Directors). Our Remuneration Committee will recommend to our Board a framework ofremuneration for our Directors and key executives and determine specific remuneration packages foreach Executive Director. Our Board and Remuneration Committee aim to build a capable and committedmanagement team and workforce for our Group, through focused management and progressive policiesand competitive remuneration packages which can attract and retain a pool of talented executive officersto meet the current and future growth of our Group.

Our Board will be responsible for:

(a) determining the terms of grant of Awards (and variation thereof) to participants (other than ourDirectors); and

(b) the general administration of the Share Plan such as extension of the duration of the term of theShare Plan.

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Our Remuneration Committee will be responsible for determining the terms of grant of Awards (andvariation thereof) to our Directors. However, a participant who is a member of the RemunerationCommittee shall not be involved in any deliberation or decision in respect of Awards (as the case may be)to be granted to or held by such member.

Size of the Share Plan

The (a) total number of new Shares which may be issued pursuant to Awards granted on any date; and(b) total number of existing Shares which may be purchased from the market for delivery pursuant toAwards granted under the Share Plan, when added to the number of new Shares issued and issuable inrespect of all Awards granted under the Share Plan (including the Share Option Scheme and any othershare option schemes of our Company), shall not exceed 15.0% of the number of issued Shares(including treasury shares, as defined in the Companies Act) on the day preceding that date of grant ofthe relevant Awards.

To enjoy greater flexibility in structuring remuneration and compensation packages, our Companybelieves that it should have a sufficient number of Shares to accommodate Awards issued under theShare Plan. Taking into consideration the size of the post-Invitation share capital of our Company as wellas the number of eligible participants in the Share Plan, our Directors believe that such limit is necessaryto accommodate the existing number of participants to whom Awards may be granted under the SharePlan annually over the 10-year period of the Share Plan so as to create a meaningful compensation forthe participants’ contributions.

Awards Entitlement

Awards represent the right of a participant to receive fully-paid Shares free of charge. Awards grantedunder the Share Plan may be time-based or performance-related as set out above.

In respect of time-based Awards, a participant is entitled to receive fully-paid Shares free of charge, uponthe expiry of the prescribed vesting periods.

In the case of performance-related Awards, a participant is entitled to receive fully-paid Shares free ofcharge subject to certain prescribed performance targets being met.

The vesting periods of Awards (whether time-based or performance-related) will be determined by theAdministration Committee and may not be subject to such time restrictions before vesting.

The selection of a participant, the type of Award (whether time-based or performance-related), thenumber of Award Shares to be granted to him, and the prescribed vesting period shall be determined atthe absolute discretion of the Administration Committee, which shall take into account:

(a) in respect of a participant being an employee of the Group, criteria such as his rank, jobperformance, potential for future development and his contribution to the success and developmentof our Group; and

(b) in respect of a participant being a Non-executive Director, criteria such as his contribution to thesuccess and development of our Group.

In addition, for performance-related Awards, the extent of effort required to achieve the performancetarget(s) within the performance period shall also be considered.

The Administration Committee shall decide, in relation to each Award (whether time-based orperformance-related) to be granted to a participant:

(a) the date on which the Award is to be granted;

(b) the number of Award Shares;

(c) the prescribed vesting period(s); and

(d) the extent to which Award Shares shall be released at the end of each prescribed vesting period.

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In the case of performance-related Awards, the Administration Committee shall also decide on:

(a) the prescribed performance target(s);

(b) the performance period during which the prescribed performance target(s) are to be satisfied; and

(c) the extent to which Award Shares shall be released on the prescribed performance target(s) beingsatisfied (whether fully or partially) or exceeded or not being satisfied, as the case may be, at theend of the performance period.

Grant of Awards

Awards may be granted at any time during the period when the Share Plan is in force. An Award letterconfirming the Award and specifying, amongst others, in relation to a performance-related Award, theprescribed performance target(s) and the performance period during which the prescribed performancetarget(s) are to be satisfied, will be sent to each participant as soon as is reasonably practicable aftermaking an Award.

Vesting of Awards

Special provisions for the vesting and lapsing of Awards (some at the discretion of the AdministrationCommittee) under certain circumstances include:

(a) a participant, being an employee of the Group, ceasing for any reason whatsoever, to be in theemployment of a company in our Group or in the event the company by which the participant isemployed ceases to be a company in our Group;

(b) a participant, being a Non-executive Director, ceasing to be a director of a company in our Group,for any reason whatsoever;

(c) upon the bankruptcy of the participant;

(d) ill health, injury, disability or death of a participant;

(e) a participant committing any breach of any of the terms of his Award;

(f) misconduct on the part of a participant as determined by the Administration Committee in itsdiscretion;

(g) a general offer being made of all or any part of our Shares;

(h) a scheme of arrangement or compromise between our Company and our Shareholders beingsanctioned by the Court under the Companies Act;

(i) an order for the compulsory winding-up of the Company being made;

(j) a resolution for a voluntary winding-up (other than for amalgamation or reconstruction) of theCompany being made; and/or

(k) any other event approved by the Administration Committee.

Upon the occurrence of any of the events specified in paragraphs (g) to (j) above, the AdministrationCommittee may consider, in its absolute discretion, whether or not to release any Award. If theAdministration Committee decides to release any Award, then in determining the number of Shares to bevested in respect of such Award, the Administration Committee will have regard to the proportion of thevesting period(s) which has elapsed and the extent to which the prescribed performance target(s) (if any)has been satisfied.

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Upon the occurrence of any of the events specified in paragraphs (a) to (f) above, an Award then held bya participant shall, subject as provided in the rules of the Share Plan and to the extent not yet released,immediately become void and cease to have effect and the participant shall have no claim whatsoeveragainst our Company.

Our Company will have the flexibility to deliver Award Shares to participants upon the vesting of theirAwards by way of:

(a) an issue of new Shares; and/or

(b) the purchase of existing Shares on behalf of the participants.

It is the intention of our Company that Award Shares will typically be delivered to participants upon thevesting of their Awards by way of an issue of new Shares. However, our Company anticipates that ourCompany may, in very limited circumstances, purchase existing Shares on behalf of the participants uponthe vesting of their Awards. These circumstances include situations when our Shares are undervalued orwhen it otherwise makes economic sense to purchase existing Shares.

New Shares, when allotted and issued, and existing Shares, when transferred to the participants uponthe release of Awards shall be subject to all the provisions of the Memorandum and Articles ofAssociation of our Company and shall rank pari passu in all respects with the then existing issuedShares, save for any dividends, rights, allotments or distributions on the record date of which falls on orbefore the relevant vesting date of the Shares which are the subject of the Awards. For such purposes,record date means the date as at the close of business on which our Shareholders must be registered inorder to participate in any dividends, rights, allotments or other distributions.

Shares which are the subject of:

(a) a time-based Award shall, vest upon the expiry of each vesting period in relation to such Awardand our Company shall release to the relevant participant the Award Shares to which his Awardrelates on the vesting date; and

(b) a performance-related Award shall be vested with a participant on the vesting date, which shall bea Market Day falling as soon as practicable after the review by the Administration Committee of theperformance target(s) prescribed in respect of such Award and determine whether it has beensatisfied and, if so, the extent to which it has been satisfied, and, on the vesting date, theAdministration Committee will procure the allotment or transfer to each participant of the number ofAward Shares so determined.

For the purposes of determining if performance target(s) in respect of performance-related Awards havebeen achieved, the Administration Committee has the right to make computational adjustments to theaudited results of our Company or our Group, as the case may be, to take into account such factors asthe Administration Committee may determine to be relevant, including changes in accounting methods,taxes and extraordinary events. The Administration Committee also has the discretion to amend theperformance target(s) if the Administration Committee decides that a changed performance target wouldbe a fairer measure of performance, or to waive the performance target where the participant hasachieved a level of performance that the Administration Committee considers satisfactory notwithstandingthat the performance target has not been fulfilled.

Adjustments and Alterations under the Share Plan

If a variation in the share capital of our Company (whether by way of a capitalisation of profits orreserves, rights issue, reduction, subdivision, consolidation or distribution) shall take place, then:

(a) the class and/or number of Award Shares to the extent not yet vested; and/or

(b) the class and/or number of Shares over which future Awards may be granted under the SharePlan,

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may, at the option of the Administration Committee, be adjusted in such manner as the AdministrationCommittee may determine to be appropriate. However, any adjustment shall be made in such a way thata participant will not receive a benefit that a Shareholder does not receive.

The issue of securities as consideration for an acquisition or a private placement of securities or thecancellation of issued shares purchased or acquired by our Company by way of a market purchase ofsuch shares undertaken by our Company on the SGX-ST during the period when a share purchasemandate granted by our Shareholders (including any renewal of such mandate) is in force shall notnormally be regarded as a circumstance requiring adjustment.

Any adjustment (except in relation to a capitalisation issue) must be confirmed in writing by the auditors.

Modifications to the Share Plan

The Share Plan may be modified and/or altered from time to time by a resolution of our Board, subject tothe prior approval of the SGX-ST and such other regulatory authorities as may be necessary.

However, no modification or alteration shall adversely affect the rights attached to Awards granted prior tosuch modification or alteration except with the written consent of such number of participants under therelevant Plan who, if their Awards were released to them, would thereby become entitled to not less than75.0% of the aggregate number of all our Shares which would be issued upon exercise in full of alloutstanding Awards under the Share Plan.

No alteration shall be made to certain rules of the Share Plan to the advantage of the holders of theAwards, as the case may be, except with the prior approval of our Shareholders in general meeting.

Duration of the Share Plan

The Share Plan shall continue in operation at the discretion of the Administration Committee for amaximum period of 10 years commencing on the date on which the Share Plan is adopted by ourCompany in general meeting, provided that the Share Plan may continue beyond the above stipulatedperiod with the approval of our Shareholders by ordinary resolution in general meeting and of anyrelevant authorities which may then be required.

The Share Plan may be terminated at any time by the Administration Committee and by resolution of ourCompany in general meeting, subject to all relevant approvals which may be required being obtained. Thetermination of the Share Plan shall not affect Awards which have been granted in accordance with theShare Plan.

Abstention from voting

Participants who are Shareholders are to abstain from voting on any Shareholders’ resolution relating tothe Share Plan and any modification thereof. Participants may, however, act as proxies of Shareholders inrespect of the votes of such Shareholders in relation to any such resolutions, provided that specificinstructions have been given in the proxy forms on how the votes are to be cast in respect of theresolution.

Rationale for participation by employees of the Group in the Share Plan

The grant of Awards to the employees of the Group allows us to have a fair and equitable system toreward our Directors and employees of the Group who have made and who continue to make significantcontributions to the long-term growth of our Group.

We believe that the grant of Awards to the employees of the Group will enable us to attract, retain andprovide incentives to our Directors and employees of the Group to produce higher standards ofperformance as well as encourage greater dedication and loyalty by enabling our Company to giverecognition to past contributions and services as well as motivating participants generally to contributetowards the long-term growth of our Group.

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Rationale for participation by Non-executive Directors (including Independent Directors) in theShare Plan

Our Non-executive Directors come from diverse professions and working backgrounds. Although they arenot involved in the day-to-day running of our Group’s operations, they are able to contribute theirextensive experience, knowledge, expertise and business contacts to the benefit of our Group and assistin our Group’s business interests. Leveraging on their contacts, they may also be able to provide ourGroup with strategic or significant alliances or opportunities. Our Company therefore regards our Non-executive Directors as a resource pool from which we are able to tap business contacts, knowledge,expertise and experience.

Our Non-executive Directors are presently also members of our Audit Committee, RemunerationCommittee and Nominating Committee. Each of these committees plays an important role in thecorporate governance of our Group.

Currently, our Non-executive Directors are remunerated only by way of directors’ fees. Allowing theparticipation by our Non-executive Directors in the Share Plan provides our Company with a furtheravenue of acknowledging the services and contributions to our Group and to reward and give recognitionto such services and contributions by way of remuneration comprising a combination of fees and Awards.This flexibility is important since it may not always be possible to compensate Non-executive Directorsfully or appropriately by increasing the directors’ fees or other forms of cash payment. Having a flexibleremuneration system will enable our Company to continue to attract individuals of great ability andaptitude to serve as Non-executive Directors. In the long-term, this will help ensure the continuity of goodcorporate governance in our Company.

However, as the Share Plan is intended to cater primarily to employees of the Group who will comprisethe bulk of the participants of the Share Plan, our Directors anticipate that awards that may be granted toour Non-executive Directors pursuant to the Share Plan, would not comprise a significant portion of theshares available under the Share Plan. Further, in order to minimise any potential conflict of interestswhich may arise as a result of granting Awards to Non-executive Directors who are also members of ourAudit Committee, Remuneration Committee or Nominating Committee, any grant of awards to Non-executive Directors is anticipated to be minimal, with such grants being made as a token of ourCompany’s appreciation for their contributions to our Company and to help further align their interestswith those of our Shareholders. Our Non-executive Directors would generally, continue to be remuneratedfor their services by way of directors’ fees.

The Administration Committee shall act judiciously in the exercise of its discretion in respect of the grantof Awards to our Non-executive Directors. In deciding whether to grant Awards to our Non-executiveDirectors, the Administration Committee will take into consideration, among other things, the services andcontributions made to the growth of our Group, attendance and participation in meetings and the years ofservice of a particular Non-executive Director. The Administration Committee may also, where it considersrelevant, take into account other factors such as prevailing economic conditions and our performance. ANon-executive Director will abstain from voting as a Director or a member of the AdministrationCommittee when the grant of Awards to him is being deliberated.

The grant of Awards to Non-executive Directors of our Company will be subject to and shall comply withthe provisions of Section 76 of the Companies Act.

Rationale for participation of Controlling Shareholders and their associates

An employee who is a Controlling Shareholder of our Company or an Associate of a ControllingShareholder shall be eligible to participate in the Share Plan if (a) his participation in the Share Plan and;(b) the actual number and terms of Shares to be granted to him have been approved by independentShareholders of our Company in separate resolutions for each such person. The relevant employee isrequired to abstain from voting on, and (in the case of employees who are Directors) refrain from makingany recommendation on, the resolutions in relation to the Share Plan.

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One of the main objectives of the Cogent Holdings Performance Share Plan is to provide an opportunityfor participants to participate in the equity of our Company, thereby promoting organisational commitment,dedication and loyalty of the participants towards our Group. The objectives of the Cogent HoldingsPerformance Share Plan will apply equally to our employees who are Controlling Shareholders or theirrespective Associates. Our view is that all deserving and eligible participants should be motivated,regardless of whether they are Controlling Shareholders or their respective Associates. It is our interest toincentivise outstanding employees who have contributed to the growth of our Group to continue to remainwith us.

Although our Controlling Shareholders and their Associates have or may already have shareholdinginterests in our Company, the extension of the Cogent Holdings Performance Share Plan to allowControlling Shareholders and their respective Associates the opportunity to participate in the Share Planwill ensure that they are equally entitled, with the other employees of our Group, to participate in andbenefit from this system of remuneration. The Cogent Holdings Performance Share Plan is intended to bepart of our Company’s system of employee remuneration and our Company is of the view that employeeswho are Controlling Shareholders or their respective Associates should not be unduly discriminatedagainst by virtue only of their shareholding in our Company.

Financial Effects of the Share Plan

The accounting rules in the Singapore Financial Reporting Standards are effective for financial periodsbeginning on or after 1 January 2005. It requires the fair value of employee services received in exchangefor the grant of our Shares to be recognised as an expense. For equity-settled share-based paymenttransactions, the total amount to be expensed in the income statement over the vesting period isdetermined by reference to the fair value of each Share granted at the grant date and the number ofShares vested by the vesting date, with a corresponding increase in equity.

Before the end of the vesting period, at each balance sheet date, the entity revises its estimates of thenumber of Shares that are expected to vest by the vesting date and recognises the impact of this revisionin the income statement with a corresponding adjustment to equity. After the vesting date, no adjustmentto the income statement would be made.

When new Shares are issued to participants, the share capital will increase. If existing Shares arepurchased, as opposed to new Shares issued for delivery to participants, the Share Plan will have noimpact on our Company’s share capital.

The consolidated NTA will be decreased by the amount of expenses charged to the income statement ifexisting Shares are purchased. If new Shares are issued, there would be no effect on the consolidatedNTA due to the offsetting effect of expenses recognised and increased share capital.

During the vesting period, the consolidated EPS would be reduced by both the expense recognised andthe potential ordinary Shares to be issued under the Share Plan. NTA per Share would be diluted as aresult of the reduced NTA if existing Shares are purchased or the increased share capital if new Sharesare issued.

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INTERESTED PERSON TRANSACTIONS AND CONFLICTS OF INTERESTS

INTERESTED PERSON TRANSACTIONS

In general, transactions between our Group and any of our interested persons (namely, our Directors,CEO or Controlling Shareholders of our Company or the Associates of such Directors, CEO orControlling Shareholders) (“interested persons” and each, an “interested person”) would constituteinterested persons transactions for the purposes of Chapter 9 of the Listing Manual.

The following discussion sets out the past, present and ongoing transactions between our Group andinterested persons that are material in the context of the Invitation in FY2006, FY2007, FY2008 and theperiod from 1 January 2009 up to the Latest Practicable Date.

Save as disclosed below and in the section entitled “Restructuring Exercise” of this Prospectus, none ofour interested persons was or is interested in any transaction undertaken by our Group which is materialin the context of the Invitation within FY2006, FY2007, FY2008 and the period from 1 January 2009 up tothe Latest Practicable Date.

PAST INTERESTED PERSON TRANSACTIONS

(a) Transactions with SHPD

SHPD is a company that was previously owned by our Executive Chairman and CEO, Mr Tan YeowKhoon and our Managing Director, Mr Edwin Tan Yeow Lam and is now currently owned by ourExecutive Chairman and CEO, Mr Tan Yeow Khoon.

(i) Leasing of 31 Penjuru Lane from SHPD

In FY2006, we leased from SHPD 140,000 sq ft of warehousing space at 31 Penjuru Lane ata monthly rate of S$65,000. The aggregate amount paid to SHPD under the sub-lease inFY2006 was approximately S$390,000.

The above transaction was not carried out on an arm’s length basis as we did not engage anindependent third party valuer to assess prevailing market rates when we entered into thearrangement. In July 2006, we ceased the sub-lease arrangement when SHPD sold 31Penjuru Lane to Mapletree Logistics Trust pursuant to a sale and lease-back arrangementwith Mapletree Logistics Trust (the “Sale and Lease-back Arrangement”). All amounts dueto SHPD under the sub-lease arrangement had been paid as at the Latest Practicable Date.

(ii) Leasing of 31 Penjuru Lane to SHPD

In July 2006, pursuant to the Sale and Lease-back Arrangement, SHCL leased 31 PenjuruLane directly from Mapletree Logistics Trust, and sub-leased 36,700 sq ft of the premises at31 Penjuru Lane to SHPD for its sub-leases to third parties at a monthly rate ofapproximately S$30,000. In November 2008, the area sub-leased to SHPD was increased to39,040 sq ft at the same monthly rental rate.

The aggregate amounts received from SHPD under the sub-lease arrangement for FY2006,FY2007, FY2008 and the period commencing 1 January 2009 up to the Latest PracticableDate were approximately S$180,000, S$360,000, S$360,000 and S$210,000, respectively.All amounts due under the sub-lease arrangement have been paid to us as at the LatestPracticable Date. As we would not have leased the property through SHPD but directly withthe third party tenants, there is no market rate for this sub-lease arrangement. As such, theabove transaction was not carried out on an arm’s length basis. We ceased the sub-leasearrangement in July 2009.

(iii) Rental of premises and provision of manpower support to SHPD

In FY2008, we sub-let levels four and five of our premises at 7 Penjuru Close with a totalarea of 180,000 sq ft to SHPD for its Export Processing Zone operations. The aggregateamount paid by SHPD for the sub-lease of the premises in FY2008 was approximatelyS$1,944,000. In January 2009, we ceased the sub-lease arrangement with SHPD.

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From FY2006 to FY2008, we provided manpower support and services to SHPD for itsExport Processing Zone operations. The aggregate amounts received from SHPD for theprovision of manpower support and services for FY2006, FY2007 and FY2008 wereapproximately S$517,000, S$201,000 and S$550,000, respectively. On 31 December 2008,SHPD ceased the operation of its Export Processing Zone business following the acquisitionof Cogent Investment and Cogent Automotive by Mr Tan Yeow Khoon and Mr Edwin TanYeow Lam in August 2008. On 1 January 2009, we ceased the above transaction with SHPD.

All amounts due under the above arrangements have been paid to us as at the LatestPracticable Date. The above transactions were not carried out on an arm’s length basis aswe did not engage an independent third party valuer to assess prevailing market rental ratesat the time of entering into the sub-lease arrangement and we had charged for the provisionof manpower support based solely on actual costs incurred. We have since ceased theabove transactions and we do not intend to enter into similar transactions with SHPD in thefuture.

(iv) Provision of automotive logistics management services to SHPD

SHCL provided automotive logistics management services to SHPD in respect oftransportation of vehicles and port clearing charges. The following table sets out theaggregate amounts charged by SHCL to SHPD as payment for the provision of automotivelogistics management services made as at 31 December 2006, 31 December 2007, 31December 2008 and up to the Latest Practicable Date:

As at 31 December As at the Latest 2006 2007 2008 Practicable Date(S$) (S$) (S$) (S$)

Aggregate amounts charged by 675,338 1,270,962 777,593 –SHCL to SHPD as payment for provision of trucking services

The above transaction was not carried out on an arm’s length basis as we did not engage anindependent third party valuer to assess prevailing market rates that may be charged forsimilar services. On 31 December 2008, SHPD ceased the operation of its ExportProcessing Zone business following the acquisition of Cogent Investment and CogentAutomotive by Mr Tan Yeow Khoon and Mr Edwin Tan Yeow Lam in August 2008. InDecember 2008, SHCL ceased providing such services to SHPD. All amounts due to SHCLunder the above transaction have been repaid as at the Latest Practicable Date. We do notintend to enter into such similar transactions with SHPD in the future.

(v) Vehicle and equipment rental provided by SHPD

In FY2006, FY2007 and FY2008, SHCL paid an annual amount of approximately S$122,400to SHPD for the rental of vehicles and equipment in connection with its warehouse,transportation and container depot operations.

The above transaction was not carried out on an arm’s length basis as rental charges werebased on actual costs incurred. In July 2009, following the transfer of SHPD’s equipment andvehicles to us, we ceased the above transaction and we do not intend to enter into similartransactions in the future. As at the Latest Practicable Date, all amounts due under theabove transaction have been repaid.

(vi) Reimbursement of salaries to SHPD

In FY2006 and FY2007, SHCL paid an annual management fee of S$168,000 to SHPD asreimbursement of the salaries of Mr Tan Yeow Khoon and Mr Edwin Tan Yeow Lam whichwere drawn from SHPD but in respect of the time and effort they spent managing thelogistics operations of SHCL.

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The above transaction was not carried out on an arm’s length basis as the fees paid to MrTan Yeow Khoon and Mr Edwin Tan Yeow Lam were on a cost-reimbursement basis. InJanuary 2008, we ceased the above transaction and we do not intend to enter into similartransactions in the future. As at the Latest Practicable Date, all amounts due under theabove transaction have been repaid.

(b) Transactions with SHIG

SHIG is a company wholly-owned by our Executive Chairman and CEO, Mr Tan Yeow Khoon.

(i) Sub-lease of 76 Pioneer Road from SHIG and provision of warehousing managementservices to SHIG

In July 2007, we sub-leased the premises at 76 Pioneer Road from SHIG at a monthly rateof S$66,220. The aggregate amount paid under the sub-lease arrangement was S$397,000.We ceased the sub-lease arrangement in December 2007 and in January 2008, wecommenced a new arrangement with SHIG pursuant to which we were to source for tenantsand to provide warehousing management services to these tenants at 76 Pioneer Road. Aspart of the arrangement, we agreed to pay SHIG 90% of all rentals and service fees receivedfrom tenants procured by us for our use of the premises at 76 Pioneer Road which wasleased out to these tenants. Both parties agreed to renegotiate the terms of this arrangementat the end of the year due to the general uncertainties of the logistics industry.

In December 2008, both parties agreed to revise the arrangement for FY2008 as thevolatility in the global financial markets had affected rental take-up rates in FY2008. Inaddition, the lettable floor area at 76 Pioneer Road had decreased due to ongoingrenovation works carried out by SHIG. Both parties agreed that for FY2008, we would adjustthe percentage of all rentals and service fees paid to SHIG to 53%. As a result of the changein terms of the arrangement, we paid SHIG an aggregate amount of approximatelyS$437,000 for FY2008.

The above transactions were not carried out on an arm’s length basis as rent was paid on acost-reimbursement basis and we did not carry out any independent valuations to assessprevailing market rates. On 31 December 2008, we ceased the above transaction with SHIGand all amounts due to SHIG under the above transaction have been fully paid.

Pursuant to a tenancy agreement entered into with SHIG on 1 January 2009 (the “76Pioneer Road Agreement”), we currently sub-lease the premises at 76 Pioneer Road fromSHIG. Pursuant to the 76 Pioneer Road Agreement, we sub-leased 31,676.79 sq m ofwarehousing and office space at 76 Pioneer Road from SHIG at a monthly rate of S$0.90per sq ft. The aggregate rental payable to SHIG under the 76 Pioneer Road Agreement forthe period commencing 1 January 2009 up to the Latest Practicable Date was S$1,850,222.

The rental for the sub-lease is at prevailing market rates for similar premises. Accordingly,our Directors are of the view that the sub-lease was transacted on an arm’s length basis.

We terminated the 76 Pioneer Road Agreement on 24 December 2009 and do not intend toenter into similar transactions with SHIG in the future and amounts outstanding under the 76Pioneer Road Agreement have been repaid.

(ii) Sub-lease of 6 Jalan Papan from SHIG

Prior to 2007, SHIG leased the premises at 6 Jalan Papan from the Collector of LandRevenue (for and on behalf of the Government of Singapore). From February 2007 toSeptember 2007, we sub-leased 3,000 sq m from SHIG at a monthly rate of S$5,800. FromOctober 2007 to February 2009, the area sub-leased was increased to 4,030 sq m at amonthly rate of S$7,700. From March 2009 to August 2009, the monthly rate was increasedto S$11,050 (inclusive of a rental rebate of S$1,950). The aggregate amounts paid to SHIGfor FY2007, FY2008 and the period commencing 1 January 2009 up to the Latest

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Practicable Date under the sub-lease arrangement were approximately S$81,100, S$92,400and S$79,390, respectively. In August 2009, we ceased the above transaction when the sub-lease of 6 Jalan Papan was transferred to SHCL. The sub-lease arrangement was notcarried out on an arm’s length basis as rental was charged on actual costs incurred and wedo not intend to enter into similar transactions in future. As at the Latest Practicable Date, allamounts due under the above transaction have been repaid.

(c) Sub-lease of warehouse space at 76 Pioneer Road to APWH

APWH is a company indirectly wholly-owned by our Executive Chairman and CEO, Mr Tan YeowKhoon, and our Managing Director, Mr Edwin Tan Yeow Lam.

Further to the sub-leasing of 76 Pioneer Road from SHIG disclosed in (b) above, we entered into asubsequent sub-lease agreement with APWH on 1 January 2009 (the “APWH Agreement”, andtogether with the 76 Pioneer Road Agreement, the “Tenancy Agreements”). We sub-let to APWHan area of 3,716.10 sq m of office space at a monthly rental of S$1.20 per sq ft and 2,431.20 sq mat a monthly rental of S$1.80 per sq ft for the temperature-controlled wine storage space. Theaggregate rental paid by APWH under the APWH Agreement for the period commencing 1 January2009 up to the Latest Practicable Date was S$1,120,000.

The rental for the sub-lease is at prevailing market rates for similar premises. Accordingly, ourDirectors are of the view that the sub-lease was transacted on an arm’s length basis.

Following the termination of the 76 Pioneer Road Agreement, we terminated the APWH Agreementon 24 December 2009. We do not intend to enter into similar transactions with APWH in the futureand all amounts outstanding under the above transaction will be repaid prior to our listing on theSGX-ST.

(d) Advances from SHCL to Soon Hock Holding Pte. Ltd.

Soon Hock Holding Pte. Ltd. is a company wholly-owned by our Executive Chairman and CEO, MrTan Yeow Khoon, and our Managing Director, Mr Edwin Tan Yeow Lam.

In FY2007 and FY2008, SHCL provided advances to Soon Hock Holding Pte. Ltd. (the “SHHAdvances”) to fund its acquisition of 80% of the total issued share capital in Cogent Builders Pte.Ltd. The following table sets out the amounts outstanding under the SHH Advances as at 31December 2007, 31 December 2008 and the Latest Practicable Date:

As at 31 December As at the Latest2006 2007 2008 Practicable Date(S$) (S$) (S$) (S$)

SHH Advances – 242,323 243,199 –

The largest amount outstanding under the SHH Advances for FY2007, FY2008 and the periodcommencing 1 January 2009 up to the Latest Practicable Date was approximately S$243,637. Theabove transaction was not carried out on an arm’s length basis as the advances were unsecuredand interest-free. All amounts due to SHCL under the SHH Advances have been repaid as at theLatest Practicable Date and we do not intend to enter into similar transactions with Soon HockHolding Pte. Ltd. in the future.

(e) Transactions with Cogent Builders Pte. Ltd.

Soon Hock Holding Pte. Ltd. is a company wholly-owned by our Executive Chairman and CEO, MrTan Yeow Khoon, and our Managing Director, Mr Edwin Tan Yeow Lam. Soon Hock Holding Pte. Ltdowns 80% of the total issued share capital of Cogent Builders Pte. Ltd.

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(i) Advances from SHCL

Cogent Builders Pte. Ltd. was engaged by SHPD as the main building contractor for buildingand construction works at 11 Jalan Terusan and Jurong Port Road. From 2007 to 2008,SHCL provided advances to Cogent Builders Pte. Ltd. to fund the construction costs incurredby Cogent Builders Pte. Ltd. (the “CB Advances”). The following table sets out the amountsoutstanding under the CB Advances as at 31 December 2007, 31 December 2008 and theLatest Practicable Date:


CB Advances – 9,738 511,482 –

The largest amount outstanding under the CB Advances for FY2007, FY2008 and the periodcommencing 1 January 2009 up to the Latest Practicable Date was approximatelyS$511,482. The above transaction was not carried out on an arm’s length basis as theadvances were unsecured and interest-free. All amounts due to SHCL under the CBAdvances have been repaid as at the Latest Practicable Date and we do not intend to enterinto similar transactions with Cogent Builders Pte. Ltd. in the future.

(ii) Provision of services to SHCL

In FY2008 and the period commencing 1 January 2009 up to the Latest Practicable Date,Cogent Builders Pte. Ltd. provided repair and maintenance services to SHCL in respect ofcertain of its properties. The amounts paid in FY2008 and from 1 January 2009 to the LatestPracticable Date were S$233,160 and S$251,447, respectively. The above transaction wasnot carried out on an arm’s length basis as charges levied were based on our management’sestimates based on costs incurred and not based on independent valuations. We have sinceceased such arrangements with Cogent Builders Pte. Ltd. and we do not intend to enter intosuch similar transactions in the future. As at the Latest Practicable Date, all amounts dueunder the above transaction have been repaid.

(f) Transactions with our Directors

(i) Dividends owing to and advances from our Directors

Our subsidiary, SHCL, had declared dividends amounting to S$1,000,000, S$500,000 andS$1,500,000 in respect of FY2006, FY2007 and FY2008, respectively. Part of thesedividends to be paid to Mr Tan Yeow Khoon and Mr Edwin Tan Yeow Lam were not fully paid.

During FY2006, FY2007, FY2008 and the period commencing 1 January 2009 up to theLatest Practicable Date, Mr Tan Yeow Khoon and Mr Edwin Tan Yeow Lam had from time totime made advances to our Group for working capital purposes. These advances wereunsecured and interest-free. The following table sets out the amounts owing to Mr Tan YeowKhoon and Mr Edwin Tan Yeow Lam by our Group as at 31 December 2006, 31 December2007, 31 December 2008 and the Latest Practicable Date:


Dividends owing to and advances 1,999,421 299,469 2,614,646 –from Mr Tan Yeow Khoon

Dividends owing to and advances 252,659 109,006 505,571 –from Mr Edwin Tan Yeow Lam

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The above transactions were not made on an arm’s length basis. The largest aggregateamount outstanding under the loans provided by our Directors for FY2006, FY2007, FY2008and the period commencing 1 January 2009 up to the Latest Practicable Date wasapproximately S$5,022,791. All outstanding amounts due to Mr Tan Yeow Khoon and MrEdwin Tan Yeow Lam were repaid on 11 November 2009. We have since ceased sucharrangements with our Directors and we do not intend to enter into such similar transactionsin the future.

(ii) Guarantees provided by our Executive Chairman and CEO, Mr Tan Yeow Khoon andManaging Director, Mr Edwin Tan Yeow Lam

During FY2006, FY2007 and FY2008, we had from time to time, entered into certain facilityagreements with certain financial institutions for the purposes of our day-to-day operations.Some of these facilities were secured by personal guarantees provided by our ExecutiveChairman and CEO, Mr Tan Yeow Khoon and our Managing Director, Mr Edwin Tan YeowLam. Information on the guarantees provided in respect of the facilities for our Group are asfollows:

Amount outstanding Amount under the facilities outstandingas at 31 December as at

the LatestFinancial Type of Type of Amount PracticableInstitution facility Guarantee Guaranteed Maturity Date 2006 2007 2008 Date

(S$) (S$) (S$) (S$) (S$)

Hong Hire Joint and All amounts –(1) 66,208 –(1) –(1) –(1)

Leong Purchase several outstandingFinance Facility personal under theLimited guarantee facilities

by Mr TanYeow Khoonand Mr Edwin Tan Yeow Lam

Prosperous Hire Personal All amounts –(2) 172,028 8,970 –(2) –(2)

Credit Purchase guarantee outstandingPrivate Facility by Mr Tan under theLimited Yeow Khoon facilities

UMF Hire Personal All amounts –(3) 23,332 5,829 –(3) –(3)

(Singapore) Purchase guarantee outstandingLimited Facility by Mr Tan under the

Yeow Khoon facilities

Tokyo Hire Personal All amounts –(4) 120,712 102,136 –(4) –(4)

Leasing Purchase guarantee outstanding(Singapore) Facility by Mr Tan under thePte Ltd Yeow Khoon facilities

Notes:

(1) This facility matured in June 2007 and all amounts outstanding thereunder have been repaid.

(2) This facility matured in June 2008 and all amounts outstanding thereunder have been repaid.

(3) This facility matured in April 2008 and all amounts outstanding thereunder have been repaid.

(4) This facility was fully repaid in November 2008.

Such guarantees were not granted on an arm’s length basis. The largest aggregate amountoutstanding under the guarantees provided by our Directors for FY2006, FY2007 andFY2008 was approximately S$640,547. All amounts outstanding under the facilities havesince been repaid. We do not intend to enter into such similar transactions in the future.

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PRESENT AND ON-GOING INTERESTED PERSON TRANSACTIONS

(a) Transactions with SHPD

(i) Rental of 11 Jalan Terusan and Jurong Port Road from SHPD

We sub-leased 48,118 sq m of container depot premises located at Private Lot A0750602 at11 Jalan Terusan and 16,260 sq m of container depot premises located at Private LotA0750603 at 11 Jalan Terusan from SHPD pursuant to arrangements commencingSeptember 2004 and January 2005, respectively. The monthly rental paid to SHPD under thesub-lease arrangement for FY2008 was S$120,000. The aggregate amounts paid to SHPDunder these sub-lease arrangements for FY2006, FY2007, FY2008 and the periodcommencing 1 January 2009 up to the Latest Practicable Date were approximatelyS$1,323,480, S$1,339,600, S$1,402,400 and S$1,320,000, respectively. The abovetransaction was not carried out on an arm’s length basis as rental charged was based onactual costs incurred as we did not possess any information on prevailing market rates.

In July 2009, we commenced an arrangement to sub-lease 29,026.40 sq m of land locatedat Private Lot A0750604 at Jurong Port Road from SHPD. As at the Latest Practicable Date,no rental has been charged by SHPD for the sub-lease. The above transaction was notcarried out on an arm’s length basis as no rental had been charged.

The rental of 11 Jalan Terusan and Jurong Port Road will continue and cease upon thecompletion of the assignments of SHPD’s interests in the properties to SHCL. Please refer tothe section entitled “Interested Person Transactions and Conflicts of Interest – Present andOn-going Interested Person Transactions - Purchase of 11 Jalan Terusan and Jurong PortRoad and certain vehicles and equipment from SHPD” below for further details.

(ii) Purchase of 11 Jalan Terusan and Jurong Port Road and certain vehicles andequipment from SHPD

On 18 December 2009, SHCL entered into a conditional sale and purchase agreement forthe purchase of the properties at 11 Jalan Terusan and Jurong Port Road and agreed totransfer certain vehicles and equipment from SHPD for an aggregate consideration of S$5.5million. The aggregate purchase price was determined based on two valuation reports issuedby an independent valuer, CB Richard Ellis (Pte) Ltd (the “Independent Valuer”) dated 14October 2009 and the net book value of the vehicles and equipment. The sale and purchaseof the properties at 11 Jalan Terusan and Jurong Port Road is conditional upon JTCapproval for the assignments of the properties from SHPD to SHCL being obtained. We haveobtained in-principle approval from JTC for the assignments. SHPD has provided anundertaking to us that it will comply with the terms of the in-principle approval from JTC tofacilitate the assignments of the properties at 11 Jalan Terusan and Jurong Port Road toSHCL. In addition, SHPD has given an undertaking to our Company that it will lease out thepremises at 11 Jalan Terusan and Jurong Port Road to SHCL exclusively for the period untilthe assignments of the properties are completed. Upon completion of the assignments, theabove transactions will cease.

(iii) Advances from and advances to SHPD

From time to time, SHPD had made separate advances to SHCL and advanced from SHCLmonies for working capital purposes. SHPD had also advanced monies to SHCL to financethe construction costs of properties including 7 Penjuru Close and 11 Jalan Terusan. Theadvances to and from were interest-free and repayable on demand. The following table setsout the amounts owing to SHPD under the advances from SHPD and the amounts owingfrom SHPD under the advances to SHPD as at 31 December 2006, 31 December 2007, 31December 2008 and the Latest Practicable Date:


Advances from SHPD 3,558,492 9,466,712 12,098,289 6,000,000

Advances to SHPD 2,806,807 3,758,261 6,020,480 –

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Our Directors are of the view that the above advances to SHPD and advances from SHPDwere not made on an arm’s length basis. The largest amount of advances outstanding underthe advances to SHPD for FY2006, FY2007, FY2008 and the period commencing 1 January2009 up to the Latest Practicable Date was approximately S$6,521,535. The largest amountof advances outstanding under the advances from SHPD for FY2006, FY2007, FY2008 andthe period commencing 1 January 2009 up to the Latest Practicable Date was approximatelyS$12,098,338.

As at 30 June 2009, the net amount owing to SHPD was S$6,076,803. On 30 June 2009,the amount of S$6,000,000 owing to SHPD was converted to a term loan of an aggregateamount of S$6,000,000, repayable over three years in three equal instalments, at interestrates equivalent to the annual SIBOR rate when due. The remaining amount of S$76,803has been repaid to SHPD as at 18 December 2009.

Our Directors are of the view that the term loan from SHPD to SHCL was made on an arm’slength basis.

(b) Transactions with our Directors

(i) Guarantees provided by our Executive Chairman and CEO, Mr Tan Yeow Khoon andManaging Director, Mr Edwin Tan Yeow Lam

During FY2006, FY2007, FY2008 and the period commencing 1 January 2009 up to theLatest Practicable Date, we may from time to time, enter into certain facility agreements withcertain financial institutions for the purposes of our day-to-day operations. Some of thesefacilities are secured by personal guarantees provided by our Executive Chairman and CEO,Mr Tan Yeow Khoon and our Managing Director, Mr Edwin Tan Yeow Lam. Information on theguarantees provided in respect of the banking facilities for our Group are as follows:

(A) Guarantees provided for SHCL

Amount outstanding Amount under the facilities outstanding as at 31 December as at

the Latest Financial Type of Type of Amount Practicable Institution facility Guarantee Guaranteed Maturity Date 2006 2007 2008 Date

(S$) (S$) (S$) (S$) (S$)

UOB Overdraft Joint and 22,260,000 –(1) 475,476 18,555,127 19,929,570 –facility, term several loan and personalperformance guarantee guarantee by Mr Tan and credit Yeow Khoon card and Mr

Edwin Tan Yeow Lam

UOB Hire Joint and 2,000,000 1 July 2010 –(2) 912,236 543,209 184,433purchase several facility personal

guarantee by Mr Tan Yeow Khoon and Mr Edwin Tan Yeow Lam

DBS Overdraft Joint and All amounts –(3) 9,790,081 12,766,567 7,504,451 7,830,609facility, several outstandingterm loan personal under theand guarantee facilitiesaccounts by Mr Tan receivables Yeow Khoonpurchase and Mr Edwin facility Tan Yeow Lam

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the Latest Financial Type of Type of Amount Practicable Institution facility Guarantee Guaranteed Maturity Date 2006 2007 2008 Date

(S$) (S$) (S$) (S$) (S$)

DBS Hire Joint and All amounts 12 November 30,229 307,223 1,095,371 825,572purchase several outstanding 2011facility personal under the

guarantee facilitiesby Mr Tan Yeow Khoon and Mr Edwin Tan Yeow Lam

DBS Bridging Joint and All amounts 20 May 2013 –(4) –(4) –(4) 4,422,949loan several outstanding

personal under theguarantee facilitiesby Mr Tan Yeow Khoon and Mr Edwin Tan Yeow Lam

Malayan Overdraft Personal 8,600,000 –(5) –(6) 318,948 3,295,773 3,027,155Banking facility and guaranteeBerhad term loan by Mr Tan

Yeow Khoon

Malayan Hire Personal 8,600,000 6 November 2,343,319 1,806,862 953,075 604,309Banking purchase guarantee 2015Berhad facilities by Mr Tan

Yeow Khoon

OCBC Hire Joint and All amounts 30 June 2010 27,252 1,039,050 887,872 246,877purchase several outstandingfacility personal under the

guarantee facilitiesby Mr Tan Yeow Khoon and Mr Edwin Tan Yeow Lam

Sing Hire Personal All amounts 13 July 2010 –(7) –(7) 42,744 7,876Investments Purchase guarantee outstanding& Finance Facility by Mr Tan under theLimited Yeow Khoon facilities

Personal All amounts 8 April 2011 47,675 14,832 8,214 4,013guarantee outstandingby Mr under theEdwin Tan facilitiesYeow Lam

Hong Leong Hire Personal All amounts 11 July 2011 114,581 89,579 64,577 39,575Finance Purchase guarantee outstandingLimited Facility by Mr under the

Edwin Tan facilitiesYeow Lam

Notes:

(1) The term loan under this facility matured on 30 April 2009.

(2) This facility commenced in May 2007.

(3) The term loan under this facility will mature on 30 August 2016

(4) This facility commenced in May 2009.

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(5) The term loan under this facility will mature on 31 July 2018.

(6) There were no overdraft facilities provided in FY2006.

(7) This facility commenced in August 2008.

(B) Guarantees provided for Soon Hock Transportation


the Latest Financial Type of Type of Amount Practicable Institution facility Guarantee Secured Maturity Date 2006 2007 2008 Date

(S$) (S$) (S$) (S$) (S$)

Malayan Overdraft Joint and 378,000 N.A.(1) 42,766 166,273 –(2) –(2)

Banking facility and several Berhad bankers’ personal

guarantee guarantee by Mr Tan Yeow Khoon and Mr Edwin Tan Yeow Lam

Notes:

(1) The overdraft facility is repayable on demand.

(2) The overdraft facility was not utilised in FY2008 and for the period commencing 1 January 2009 up to theLatest Practicable Date.

(C) Guarantees provided for Cogent Automotive


the Latest Financial Type of Type of Amount Practicable Institution facility Guarantee Secured Maturity Date 2006 2007 2008 Date

(S$) (S$) (S$) (S$) (S$)

DBS Overdraft Joint and All amounts N.A.(1) –(2) –(2) –(2) –(2)

facility several outstandingpersonal under the guarantee facilitiesfrom Mr Tan Kok Sian, Mr Tan Yeow Khoon and Mr Edwin Tan Yeow Lam

Notes:

(1) The overdraft facility is repayable on demand.

(2) The overdraft facility was not utilised in FY2006, FY2007 and for the period commencing 1 January 2009 upto the Latest Practicable Date.

Such guarantees were not granted on an arm’s length basis. The largest aggregate amountoutstanding under the guarantees provided by our Directors for FY2006, FY2007, FY2008and the period commencing 1 January 2009 up to the Latest Practicable Date wasapproximately S$37,533,528. We intend to request for the discharge of the personalguarantees provided by Mr Tan Yeow Khoon and Mr Edwin Tan Yeow Lam after our listing onthe SGX-ST. Subject to the outcome of ongoing discussions, this is expected to take placeonly if the banks agree to discharge such personal guarantees on terms not less favourablethan the existing terms in relation to such loans. Mr Tan Yeow Khoon and Mr Edwin Tan YeowLam will continue to provide the guarantees in the event that the proposed terms ofdischarge of the guarantees are on less favourable terms than the existing terms.

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Chapter 9 of the Listing Manual

Under Chapter 9 of the Listing Manual, where a listed company or any of its subsidiaries or associatedcompanies over which the listed company has control (other than a subsidiary or associated companythat is listed on an approved foreign stock exchange) proposes to enter into a transaction with the listedcompany’s interested persons, shareholders’ approval and/or an immediate announcement is required inrespect of the transaction if the value of the transaction is equal to or exceeds certain financialthresholds. In particular, shareholders’ approval is required where the value of such a transaction is notbelow S$100,000 and is:

(i) equal to or more than 5.0% of the Group’s latest audited NTA; or

(ii) equal to or more than 5.0% of the Group’s latest audited NTA, when aggregated with othertransactions entered into with the same interested person during the same financial year.

Definitions under the Listing Manual

Under the Listing Manual:

(a) the term “interested person” is defined to mean a director, chief executive officer, or controllingshareholder of the listed company or an associate of any such director, chief executive officer orcontrolling shareholder; and

(b) the term “associate” is defined to mean:

(i) in relation to any director, chief executive officer, substantial shareholder or controllingshareholder (being an individual):

� his immediate family;

� the trustee of any trust of which he and his immediate family is a beneficiary or, in thecase of a discretionary trust, is a discretionary object; and

� any company in which he and his immediate family (that is, the spouse, child, adoptedchild, step-child, sibling or parent) together (directly or indirectly) have an interest of30% or more;

(ii) in relation to a substantial shareholder or a controlling shareholder (being a company)means any other company which is its subsidiary or holding company or is a subsidiary ofsuch holding company or one in the equity of which it and/or such other company orcompanies taken together (directly or indirectly) have an interest of 30% or more.

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REVIEW PROCEDURES FOR FUTURE INTERESTED PERSON TRANSACTIONS

Our Audit Committee, which comprises our Independent Directors, will review all interested persontransactions on a quarterly basis to ensure that they are carried out on normal commercial terms and arenot prejudicial to the interests of our Shareholders by ensuring that the following policies are adopted bythe management and reviewed by the internal auditors:

(a) market rates for the same or substantially similar types of transactions entered into between us andunrelated third parties will be used as benchmarks to determine whether the terms and priceoffered to or received from the interested person are no more favourable than those extended tounrelated third parties. Quotations will be obtained from at least two third parties and market rateswill be derived through the prices and terms of such comparative offers from these third parties;

(b) in determining the most competitive pricing, the suitability, quality and cost of the product orservice, and the experience and expertise of the supplier will be taken into consideration;

(c) in relation to sales by our Group to interested persons, unless otherwise approved by the AuditCommittee, the interested persons will be charged at rates not lower than that charged toindependent third parties; and

(d) if there is a potential conflict of interests arising out of any transaction to be entered into betweenour Group and our Directors or their respective associates, the interested Director(s) shall abstainfrom voting at the relevant board meetings of our Company in respect of such transactions andshall not be counted in the quorum.

All interested persons transactions above S$100,000 are to be approved by a Director who shall not bean interested person in respect of the particular transaction. Interested person transactions belowS$100,000 do not require such approval.

Any contracts to be made with an interested person shall not be approved unless the pricing isdetermined in accordance with our usual business practices and policies, consistent with the usualmargin given or price received by us for the same or substantially similar type of transactions between usand unrelated parties and the terms are no more favourable than those extended to or received fromunrelated parties.

In addition, we shall monitor all interested person transactions entered into by us categorising thetransactions as follows:

(i) a “Category 1” interested person transaction is one where the value thereof is in excess of 3% ofthe NTA of our Group; and

(ii) a “Category 2” interested person transaction is one where the value thereof is below or equal to3% of the NTA of our Group.

All “Category 1” interested person transactions must be approved by our Audit Committee prior to entry,whereas “Category 2” interested person transactions need not be approved by our Audit Committee priorto entry but shall be reviewed on a quarterly basis by our Audit Committee.

In the event that a member of the Audit Committee is interested in any of the interested persontransactions, he will abstain from reviewing that particular transaction.

If the Audit Committee deems necessary, internal auditors will be appointed to review interested persontransactions on a quarterly basis to ensure full compliance with the terms of the executed agreementsand rules and regulations implemented by the SGX-ST for both on-going and future interested persontransactions. The report of such internal auditors will be submitted to the Audit Committee for their review.The Audit Committee will review the quarterly internal audit reports to ascertain that the guidelines andprocedures established to monitor interested person transactions have been complied with.

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The quarterly report shall detail the basis and procedures used to determine the terms of the transactionsand whether the terms are normal commercial terms and not prejudicial to the interests of ourShareholders. Please refer to the Section entitled “Directors, Executive Officers and Staff - CorporateGovernance” of this Prospectus for more details of our Audit Committee.

Our Audit Committee will also review all interested person transactions to ensure that the then prevailingrules and regulations of the SGX-ST (in particular, Chapter 9 of the Listing Manual) are complied with.We will also endeavour to comply with the principles of and best practices set out in the Listing Manual.

CONFLICT OF INTERESTS

In general, a conflict of interests situation arises when any of our Directors, Controlling Shareholders ortheir Associates carries on or has any interest in any other corporation carrying on the same business ordealing in similar products as our Group.

SHIG is a company wholly-owned by our Executive Chairman and CEO, Mr Tan Yeow Khoon, who is alsoa director in SHIG. APWH is a company which will be wholly-owned by SHIG. As at the LatestPracticable Date, Mr Tan Yeow Khoon and Mr Edwin Tan Yeow Lam are directors of APWH. Mr Tan YeowKhoon and Mr Edwin Tan Yeow Lam are not involved in the day-to-day management of SHIG and APWH.SHIG and APWH going forward, will be in the business of storage and distribution of wine and relatedservices, an area of operations which is distinct from our existing industrial warehousing operations. SHIGand APWH’s operations are targeted at a niche clientele comprising mainly of wine distributors andcompanies who require specialised storage facilities to store wines at specific temperatures andenvironments. We currently do not provide such specialised storage facilities and services.

We do not believe there are any conflicts of interest between SHIG, APWH and our Group. However, inthe event of any potential conflicts of interest between SHIG, APWH and ourselves, Mr Tan Yeow Khoonand Mr Edwin Tan Yeow Lam have undertaken that, for as long as they hold any direct or indirectshareholding in SHIG or APWH and/or are directors of APWH and/or SHIG, as the case may be, they willabstain from participating in any discussion or voting, as a Director of our Company, on any matter thatmay involve or relate to a conflicting interest in our Group (which includes any future plan to expand ouroperations to comprise specialised storage facilities).

Accordingly, our Directors are of the view that such potential conflicts of interest have been resolved.

SHPD is a company wholly-owned by our Executive Chairman and CEO, Mr Tan Yeow Khoon. Mr TanYeow Khoon is a director in SHPD and is not involved in the day-to-day affairs and management ofSHPD. SHPD currently has no operations apart from the leasing of 11 Jalan Terusan and Jurong PortRoad to SHCL. We are in the process of transferring these properties to SHCL. In connection therewith,pursuant to a Deed of Undertaking dated 18 December 2009, SHPD has undertaken that it will lease outthese properties to SHCL exclusively for the period until the transfers of the properties to SHCL arecompleted. Upon completion of the transfer process, the transaction will cease. Going forward, SHPD willbe in the business of property development. Accordingly, apart from procuring the abovementionedundertaking from SHPD, our Directors are of the view that the adoption of measures to mitigate theconflict of interest between our Group and SHPD are not necessary. Please refer to the section entitled“Interested Person Transactions and Conflicts of Interest - Present and On-going Interested PersonTransactions” of this Prospectus for more details.

To minimise the incidence of conflicts of interest going forward, each of Mr Tan Yeow Khoon and MrEdwin Tan Yeow Lam has also undertaken, pursuant to separate Deeds of Non-Competition, that he shallnot, inter alia, engage directly or indirectly in any business which competes with any business carried onor proposed to be carried on by our Group so long as he remains a Director and/or ControllingShareholder (individually or collectively with each other) of the Company.

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Save as disclosed above and in the section entitled “Interested Person Transactions” of this Prospectus,none of our Directors, Controlling Shareholders and key executives or their respective Associates has anymaterial interest, direct or indirect, in:

(a) any company carrying on the same business or deals in similar products as our Company or any ofour Subsidiaries;

(b) any enterprise or company that is our Group’s customer or supplier of goods or services; and/or

(c) any material transactions to which we were or are to be a party.

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GENERAL AND STATUTORY INFORMATION

INFORMATION ON DIRECTORS AND EXECUTIVE OFFICERS

1. The name, age, address, principal occupation and business and working experience of each of ourDirectors and Executive Officers are set out in the section entitled “Directors, Executive Officersand Staff” of this Prospectus.

2. Save as disclosed below, none of our Directors or Executive Officers has:

(a) at any time during the last 10 years, had an application or a petition under any bankruptcylaws of any jurisdiction filed against him or against a partnership of which he was a partnerat the time when he was a partner or at any time within two years from the date he ceasedto be a partner;

(b) at any time during the last 10 years, had an application or a petition under any law of anyjurisdiction, filed against an entity (not being a partnership) of which he was a director or anequivalent person or a key executive, at the time when he was a director or an equivalentperson or a key executive of that entity or at any time within two years from the date heceased to be a director or an equivalent person or a key executive of that entity, for thewinding up or dissolution of that entity or, where that entity is the trustee of a business trust,that business trust, on the ground of insolvency;

(c) any unsatisfied judgment against him;

(d) ever been convicted of any offence, in Singapore or elsewhere, involving fraud or dishonestywhich is punishable with imprisonment, or have been the subject of any criminal proceedings(including any pending criminal proceedings of which he is aware) for such purpose;

(e) ever been convicted of any offence, in Singapore or elsewhere, involving a breach of any lawor regulatory requirement that relates to the securities or futures industry in Singapore orelsewhere, or have been the subject of any criminal proceedings (including any pendingcriminal proceedings of which he is aware) for such breach;

(f) at any time during the last 10 years, had judgment entered against him in any civilproceedings in Singapore or elsewhere involving a breach of any law or regulatoryrequirement that relates to the securities or futures industry in Singapore or elsewhere, or afinding of fraud, misrepresentation or dishonesty on his part, or been the subject of any civilproceedings (including any pending civil proceedings of which he is aware) involving anallegation of fraud, misrepresentation or dishonesty on his part;

(g) ever been convicted in Singapore or elsewhere of any offence in connection with theformation or management of any entity or business trust;

(h) 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 themanagement of any entity or business trust;

(i) ever been the subject of any order, judgment or ruling of any court, tribunal or governmentalbody permanently or temporarily enjoining him from engaging in any type of businesspractice or activity;

(j) ever, to his knowledge, been concerned with the management or conduct, in Singapore orelsewhere, of the affairs of —

(i) any corporation which has been investigated for a breach of any law or regulatoryrequirement governing corporations in Singapore or elsewhere;

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(ii) any entity (not being a corporation) which has been investigated for a breach of anylaw 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 regulatoryrequirement governing business trusts in Singapore or elsewhere; or

(iv) any entity or business trust which has been investigated for a breach of any law orregulatory requirement that relates to the securities or futures industry in Singapore orelsewhere,

in connection with any matter occurring or arising during the period when he was soconcerned with the entity or business trust; and

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

Disclosures relating to Mr Tan Yeow Khoon, Mr Edwin Tan Yeow Lam and Mr Yeo Peng Koonin respect of fines and payments previously made

Mr Tan Yeow Khoon has been fined a sum ranging from S$100 to S$200 for illegal gambling and asum of approximately S$200 for allowing a third party to use his PSA pass to enter the premises ofPSA in the 1970s. The sums have been fully paid. In January 2001 and March 2007, Mr Tan YeowKhoon paid sums of S$97,810 and approximately S$28,098 to the Inland Revenue of Singapore(“IRAS”) pursuant to offers of composition made in respect of (i) his omission to declare rentalincome for years of assessment from 1993 to 1999, omission to declare commission income for theyear of assessment 1996 and incorrect claim of wife relief for years of assessment from 1994 to1999; and (ii) his omission to declare interest income for the years of assessment 1997 to 1999,respectively. The sums have been fully paid.

In February 2007, Mr Edwin Tan Yeow Lam paid a sum of approximately S$32,344 to IRASpursuant to an offer of composition made in respect of his omission to declare interest income foryears of assessment 1998 and 1999. The sum has been fully paid.

In 2004, Mr Yeo Peng Koon was fined S$900 for illegal betting. The sum has been fully paid.

Disclosures relating to Mr Chua Cheow Khoon Michael in respect of liquidation ofcompanies in which he was a past director

Mr Chua Cheow Khoon Michael was an employee of Singapore Technologies IndustrialCorporation Ltd (“STIC”). During his employment with STIC, he was appointed as a director ofFunpolis Asia Pte Ltd (“Funpolis”) and an alternate director of Stars of San Francisco Pte Ltd(“Stars”), companies in which STIC had equity interests through its subsidiary, Safe EnterprisesPte. Ltd.

Mr Chua was appointed as a director of Funpolis from 31 October 1995 to 25 January 1999.Liquidation proceedings were commenced against Funpolis on the grounds of insolvency. Mr Chuawas not a director when Funpolis went into liquidation. He was not involved in the day-to-daymanagement of Funpolis during the period of his directorship and was not involved in its operationswhich led to the commencement of liquidation proceedings.

Mr Chua was also appointed as an alternate director of Stars on 18 April 1997. Liquidationproceedings were commenced against Stars on the grounds of insolvency. Mr Chua was notinvolved in the day-to-day management of Stars and was not involved in its operations which led tothe commencement of liquidation proceedings.

3. No person (including any Director or Executive Officer) has been, or is entitled to be, given anoption to subscribe for or purchase any Shares in or debentures of our Company and itssubsidiaries.

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4. Saved as disclosed under the sections entitled “General Information of our Group – RestructuringExercise” and “Interested Person Transactions and Conflicts of Interests”, no Director or expert isinterested, directly or indirectly, in the promotion of, or in any property or assets which have, withinthe two years preceding the date of this Prospectus, been acquired or disposed of by or leased toour Company or any of our subsidiaries or are proposed to be acquired or disposed of by or leasedto our Company or any of our subsidiaries.

SHARE CAPITAL

5. Save as set out under the section entitled “Share Capital” of this Prospectus, there were nochanges in the share capital of our Company and any of our subsidiaries within the three yearspreceding the Latest Practicable Date.

MATERIAL CONTRACTS

6. The following contracts, not being contracts entered into in the ordinary course of business, havebeen entered into by our Company and our subsidiaries within the two years preceding the date oflodgement of this Prospectus and are or may be material:

(a) The option to purchase in respect of 20/20A Tanjong Pagar Road Singapore 088443 dated 6December 2008 between Malathi Sitaram and Sitaram K Raman (on behalf of TedixInvestments Pte Ltd) and SHCL, and accepted by Tedix Investments Pte Ltd on 6 January2009;

(b) The put and call option agreement dated 9 November 2009 and the sale and purchaseagreement dated 15 December 2009 in respect of the sale of 7 Penjuru Close betweenSHCL and HSBC Institutional Trust Services (Singapore) Limited (as a trustee of MapletreeLogistics Trust);

(c) The sale and purchase agreement dated 22 February 2008 in respect of 1 Chia Ping Roadbetween PBI Interstate Pte. Ltd. and SHCL;

(d) The option to purchase in respect of 200 Jalan Sultan dated 28 July 2009 between EverlanePte Ltd and Soon Hock Transportation, and accepted by Everlane Pte Ltd on 12 August2009;

(e) The option to purchase in respect of 19 Tuas Avenue 20 dated 14 September 2009 betweenHetat Pte Ltd and SHCL, and accepted by Hetat Pte Ltd on 5 October 2009;

(f) The conditional sale and purchase agreement dated 18 December 2009 between SHPD andSHCL in relation to the sale of 11 Jalan Terusan to SHCL;

(g) The conditional sale and purchase agreement dated 18 December 2009 between SHPD andSHCL in relation to the sale of Jurong Port Road to SHCL;

(h) The sale and purchase agreement dated 18 January 2010 between our Company and MrTan Yeow Khoon and Mr Edwin Tan Yeow Lam pursuant to which our Company acquiredfrom Mr Tan Yeow Khoon and Mr Edwin Tan Yeow Lam the entire share capital of SHCL;

(i) The sale and purchase agreement dated 18 January 2010 between our Company and MrTan Yeow Khoon and Mr Edwin Tan Yeow Lam pursuant to which our Company acquiredfrom Mr Tan Yeow Khoon and Mr Edwin Tan Yeow Lam the entire share capital of Soon HockTransportation;

(j) The sale and purchase agreement dated 18 January 2010 between our Company and MrTan Yeow Khoon and Mr Edwin Tan Yeow Lam pursuant to which our Company acquiredfrom Mr Tan Yeow Khoon and Mr Edwin Tan Yeow Lam the entire share capital of CogentInvestment; and

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(k) The sale and purchase agreement dated 18 January 2010 between our Company, CogentInvestment, Mr Tan Yeow Khoon and Mr Edwin Tan Yeow Lam pursuant to which ourCompany acquired from Cogent Investment, Mr Tan Yeow Khoon and Mr Edwin Tan YeowLam the entire share capital of Cogent Automotive;

LITIGATION

7. Save as disclosed below, we are not engaged in any legal or arbitration proceedings, includingthose which are pending or known to be contemplated, which may have or have had in the 12months immediately preceding the date of the lodgement of this document with the Authority, amaterial effect on our financial position or profitability. Our Directors have no knowledge of anyproceedings pending or threatened against our Company or any of our subsidiaries or any factslikely to give rise to any litigation, claims or proceedings which might materially affect the financialposition or the business of our Company or any of our subsidiaries.

In February 2009, a claim was commenced before the High Court against our subsidiary, SHCL, inrespect of a dispute arising from four motor vehicles which were held under a lien by SHCL. Theplaintiff is the registered owner of the four motor vehicles and had engaged a third party agent toplace the vehicles in a warehouse managed by SHCL. As warehousing management fees wereoutstanding and owing to SHCL, SHCL did not release the vehicles to the third party agent until allamounts had been paid. The plaintiff commenced a claim for the losses incurred as a result of itsinability to sell the motor vehicles during the period they were held under lien by SHCL. As at theLatest Practicable Date, the plaintiff has not specified the exact amount of damages claimed. Wehave filed our defence and are awaiting further directions on the proceedings. We will makeannouncements on SGXNET as and when there are updates on this claim.

In September 2009, a writ of summons was filed in the District Court against our subsidiary,Cogent Automotive, in relation to a dispute arising from the reinstatement of premises leased fromSouth Grand Textiles (Private) Limited (“South Grand”). Cogent Automotive had, with the priorwritten approval of South Grand, renovated the leased premises during the lease term and hadsubsequently reinstated the premises upon expiry of the lease. There was disagreement as to thecondition of the reinstated premises and South Grand commenced their own reinstatement worksand claimed against Cogent Automotive for reinstatement costs and loss of rental income arisingtherefrom. We have accordingly made appropriate provisions amounting to S$88,000 in CogentAutomotive’s accounts in accordance with applicable accounting standards. As at the LatestPracticable Date, South Grand has filed their reply to our defence and counterclaim and we are indiscussions with our legal advisers as to our next steps in the proceedings. We will releaseannouncements on SGXNET as and when there are material developments in relation to thisclaim.

MISCELLANEOUS

8. The nature of our business is stated in this Prospectus. As at the Latest Practicable Date, thecorporations which are deemed to be related to us by virtue of Section 6 of the Companies Act areset out in the section entitled “Group Structure” of this Prospectus.

9. Save as disclosed under the sections entitled “Risk Factors” and “Prospects, Strategies and FuturePlans” of this Prospectus, our Directors are not aware of any relevant material information,including trading factors or risks not mentioned elsewhere in this Prospectus, which is unlikely tobe known or anticipated by the general public and which could materially affect the profits of ourCompany and our subsidiaries.

10. No commission, discount or brokerage has been paid or other special terms granted within the twoyears preceding the Latest Practicable Date or is payable to any Director, promoter, expert,proposed Director or any other person for subscribing or agreeing to subscribe or procuresubscriptions for any shares in, or debentures of, our Company or any of our subsidiaries.

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11. We currently have no intention of changing our auditors after the listing of our Company on theSGX-ST.

The names, addresses and professional qualifications (including any membership in a professionalbody) of our Company for FY2007 and FY2008 and the period from 1 January 2009 up to the dateof lodgment of this Prospectus are set out below:

Name, Membership Partner-in-charge/Period and Address Professional Body Professional Qualification

18 June 2007 – C. C. Yang & Co. Institute of Certified Tan Hwee Mei 1 October 2009 Certified Public Public Accountants Certified Public

Accountants Singapore of Singapore Accountant10 Anson Road Singapore#13-16 International PlazaSingapore 079903

2 October 2009 – Deloitte & Touche LLP Institute of Certified Seah Gek ChooPresent Certified Public Public Accountants Certified Public

Accountants Singapore of Singapore Accountant 6 Shenton Way Singapore #32-00 DBS Building Tower TwoSingapore 068809

12. No expert employed on a contingent basis by our Company or any of our subsidiaries, has amaterial interest, whether direct or indirect, in the shares of our Company or our subsidiaries, orhas a material economic interest, whether direct or indirect, in our Company, including an interestin the success of the Invitation.

13. Save as disclosed in this Prospectus, our Directors are not aware of any event which has occurredsince 1 July 2009 up to the Latest Practicable Date, which may have a material effect on thefinancial information provided in Appendix A – “Independent Auditors’ Report and CombinedFinancial Statements for the Years ended 31 December 2006, 2007 and 2008”, Appendix B –“Independent Auditors’ Review Report and Combined Interim Condensed Financial Statements forthe Six Months Ended 30 June 2009” and Appendix C - “Independent Auditors’ Report andUnaudited Proforma Group Financial Information” of this Prospectus.

CONSENTS

14. Deloitte & Touche LLP, as the Independent Auditors and Reporting Accountants have given andhave not withdrawn their written consent to the issue of this Prospectus with the inclusion herein oftheir name and all references thereto, the reports, namely (i) the “Independent Auditors’ Report onthe Combined Financial Statements for the Years ended 31 December 2006, 2007 and 2008” asset out in Appendix A of this Prospectus; (ii) the “Independent Auditors’ Review Report on theCombined Interim Condensed Financial Statements for the Six Months Ended 30 June 2009” asset out in Appendix B of this Prospectus; and (iii) the “Independent Auditors’ Report on theUnaudited Proforma Group Financial Information” as set out in Appendix C of this Prospectus inthe form and context in which they appear in this Prospectus and to act in such capacity in relationto this Prospectus.

15. Kim Eng Corporate Finance Pte. Ltd., named as Issue Manager and Joint Underwriter and JointPlacement Agent has given, and has not withdrawn its written consent to the issue of thisProspectus with the inclusion herein of, and all references to, its name and all references thereto inthe form and context in which it appears in this Prospectus, and to act in such capacity in relationto this Prospectus.

16. UOB Kay Hian Private Limited, named as Joint Underwriter and Joint Placement Agent has given,and has not withdrawn its written consent to the issue of this Prospectus with the inclusion hereinof, and all references to, its name and all references thereto in the form and context in which itappears in this Prospectus, and to act in such capacity in relation to this Prospectus.

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17. CB Richard Ellis (Pte) Ltd, named as an Independent Valuer, has given, and has not withdrawn itswritten consent to the issue of this Prospectus with the inclusion herein of, and all references to, itsname and all references thereto, the statements on page 133 of this Prospectus under the sectionentitled “Interested Person Transactions and Conflicts of Interests” in the form and context in whichit appears in this Prospectus, and to act in such capacity in relation to this Prospectus.

18. Each of the Solicitors to the Invitation, the Solicitors to the Issue Manager, Joint Underwriters andJoint Placement Agents, the Joint Placement Agents, the Share Registrar, the Principal Banks andthe Receiving Banks do not make, or purport to make, any statement in this document or anystatement upon which a statement in this document is based and, to the maximum extentpermitted by law, expressly disclaim and take no responsibility for any liability to any person whichis based on, or arises out of, the statements, information or opinions in this document.

RESPONSIBILITY STATEMENT BY OUR DIRECTORS AND THE VENDORS

19. This Prospectus has been seen and approved by our Directors and the Vendors and they acceptfull responsibility for the accuracy of the information given herein and confirm, having made allreasonable enquiries, that to the best of their knowledge and belief, the facts stated and theopinions expressed in this Prospectus are fair and accurate in all material respects and there areno material facts the omission of which would make any statement in this Prospectus misleading.

DOCUMENTS AVAILABLE FOR INSPECTION

20. The following documents or copies thereof may be inspected at our registered office at 7 PenjuruClose, #05-00, Singapore 608779 during normal business hours for a period of six months from thedate of registration by the Authority of this Prospectus:

(a) the Memorandum and Articles of Association of our Company;

(b) the material contracts referred to in paragraph 6 above;

(c) the letters of consent referred to in paragraphs 14 to 18 above;

(d) the valuation reports referred to under the section entitled “Interested Person Transactionsand Conflicts of Interests” of this Prospectus;

(e) the Service Agreements referred to under the section entitled “Service Agreements” of thisProspectus;

(f) the Independent Auditors’ Report and Combined Financial Statements for the Years ended31 December 2006, 2007 and 2008;

(g) the Independent Auditors’ Review Report and Combined Interim Condensed FinancialStatements for the Six Months Ended 30 June 2009; and

(h) the Independent Auditors’ Report and Unaudited Proforma Group Financial Information.

146

APPENDIX A – INDEPENDENT AUDITORS' REPORT ANDCOMBINED FINANCIAL STATEMENTS FOR THE YEARS ENDED

31 DECEMBER 2006, 2007 AND 2008

INDEPENDENT AUDITORS’ REPORT ON THE COMBINED FINANCIAL STATEMENTSFOR THE YEARS ENDED 31 DECEMBER 2006, 2007 AND 2008

9 February 2010

The Board of DirectorsCogent Holdings Limited7 Penjuru Close#05-00Singapore 608779

Dear Sirs

We have audited the combined financial statements of Cogent Holdings Limited (the “Company”) and itssubsidiaries (the “Group”). The combined financial statements comprise the combined statements offinancial position as at 31 December 2006, 2007 and 2008, and the related combined statements ofcomprehensive income, combined statements of changes in equity and combined statements of cashflows of the Group for the years ended 31 December 2006, 2007 and 2008 (the “Relevant Periods”), anda summary of significant accounting policies and other explanatory notes, as set out on pages A-3 to A-45.

Management’s Responsibility for the Combined Financial Statements

Management is responsible for the preparation and fair presentation of these combined financialstatements in accordance with the Singapore Financial Reporting Standards. This responsibility includes:devising and maintaining a system of internal accounting controls sufficient to provide a reasonableassurance that assets are safeguarded against loss from unauthorised use or disposition; andtransactions are properly authorised and that they are recorded as necessary to permit the preparation oftrue and fair profit and loss account and balance sheet and to maintain accountability of assets; selectingand applying appropriate accounting policies; and making accounting estimates that are reasonable in thecircumstances.

Auditors’ Responsibility

Our responsibility is to express an opinion on these combined financial statements based on our audit.We conducted our audit in accordance with the Singapore Standards on Auditing. Those standardsrequire that we comply with ethical requirements and plan and perform the audit to obtain reasonableassurance on whether the combined financial statements are free from material misstatement.

A-1

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures inthe 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 controlrelevant to the entity’s preparation and fair presentation of the combined financial statements in order todesign audit procedures that are appropriate in the circumstances, but not for the purpose of expressingan opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating theappropriateness of accounting policies used and the reasonableness of accounting estimates made bymanagement, as well as evaluating the overall presentation of the combined financial statements. Webelieve that the audit evidence we have obtained is sufficient and appropriate to provide a basis for ouraudit opinion.

Opinion

In our opinion, the combined financial statements of the Group are properly drawn up in accordance withthe Singapore Financial Reporting Standards so as to give a true and fair view of the state of affairs ofthe Group as at 31 December 2006, 2007 and 2008 and of the results, changes in equity and cash flowsof the Group for the Relevant Periods.

These combined financial statements have been prepared solely in connection with the proposed listingof Cogent Holdings Limited on the Singapore Exchange Securities Trading Limited. This report is madesolely to you, as a body and for no other purpose. We do not assume responsibility towards or acceptliability to any other person for the contents of this report.

Yours faithfully

Deloitte & Touche LLPPublic Accountants andCertified Public Accountants

Singapore

Seah Gek ChooPartner

A-2

COGENT HOLDINGS LIMITED

COMBINED STATEMENTS OF FINANCIAL POSITIONAs at 31 December 2006, 2007 and 2008

Note 2006 2007 2008

$ $ $

ASSETS

Current assetsCash and bank balances 6 3,044,917 1,317,825 5,324,072Trade receivables 7 10,828,554 17,857,839 16,075,416Other receivables 8 707,535 3,039,388 2,908,496Held-for-trading investments 9 35,462 25,950 22,820

14,616,468 22,241,002 24,330,804Investment property held-for-sale 12 – – 1,500,000

Total current assets 14,616,468 22,241,002 25,830,804

Non–current assetsInvestment in associate 10 18,865 – –Property, plant and equipment 11 19,556,375 44,705,304 50,713,231Investment properties 12 1,590,000 2,100,000 556,000Other investment – – 36,000

Total non-current assets 21,165,240 46,805,304 51,305,231

Total assets 35,781,708 69,046,306 77,136,035


Current liabilitiesBank overdrafts and loans 13 3,878,055 26,781,709 23,139,917Current portion of finance leases 14 2,302,455 2,374,099 2,239,890Trade payables 15 7,045,496 11,992,069 6,049,790Other payables 16 4,310,165 7,981,825 17,268,139Income tax payable 1,117,748 839,398 2,028,870

Total current liabilities 18,653,919 49,969,100 50,726,606

Non–current liabilitiesBank loans 13 6,430,610 5,803,022 7,887,261Finance leases 14 929,085 2,064,192 1,357,210Deferred tax liabilities 17 310,441 428,025 880,192

Total non-current liabilities 7,670,136 8,295,239 10,124,663

Capital and reservesShare capital 18 500,000 500,000 500,000Accumulated profits 8,957,653 10,281,967 15,784,766

Total equity 9,457,653 10,781,967 16,284,766

Total liabilities and equity 35,781,708 69,046,306 77,136,035

See accompanying notes to combined financial statements.

A-3


COMBINED STATEMENTS OF COMPREHENSIVE INCOMEYears ended 31 December 2006, 2007 and 2008

Note 2006 2007 2008

$ $ $

Revenue 19 27,462,992 37,160,355 60,118,486

Other operating income 20 1,013,331 586,462 1,460,805

Cost of services (14,294,176) (20,489,176) (30,835,588)

Excess of fair values of net identifiableassets over cost of acquisition 28 – – 52,215

Employee benefits expense (7,235,487) (9,121,540) (12,121,099)

Depreciation 11 (2,778,283) (3,071,859) (4,340,566)

Changes in fair value ofinvestment properties 12 258,039 510,000 (44,000)

Other operating expenses (1,999,236) (2,559,620) (3,550,087)

Finance costs 21 (650,625) (870,369) (1,941,020)

Share of loss of associate 10 (5,038) (18,865) –

Profit before tax 1,771,517 2,125,388 8,799,146

Income tax expense 22 (485,864) (301,074) (1,796,347)

Profit for the year 23 1,285,653 1,824,314 7,002,799

Other comprehensive income for the year – – –

Total comprehensive income for the year 1,285,653 1,824,314 7,002,799

Basic and diluted earnings per share (cents) 24 0.5 0.7 2.6


A-4


COMBINED STATEMENTS OF CHANGES IN EQUITYYears ended 31 December 2006, 2007 and 2008

Share AccumulatedNote capital profits Total

$ $ $

At 1 January 2006 500,000 8,672,000 9,172,000

Total comprehensive income for the year – 1,285,653 1,285,653

Dividends 25 – (1,000,000) (1,000,000)

At 31 December 2006 500,000 8,957,653 9,457,653


Dividends 25 – (500,000) (500,000)

At 31 December 2007 500,000 10,281,967 10,781,967


Dividends 25 – (1,500,000) (1,500,000)

At 31 December 2008 500,000 15,784,766 16,284,766


A-5


COMBINED STATEMENTS OF CASH FLOWSYears ended 31 December 2006, 2007 and 2008

2006 2007 2008

$ $ $

Operating activities


Adjustments for:

Depreciation 2,778,283 3,071,859 4,340,566Interest expense 650,625 870,369 1,941,020Interest income (49,475) (36,157) (13,715)Dividend income (275) (2,866) (355)Excess of fair values of net tangible assets over cost of acquisition – – (52,215)

Changes in fair value of investment properties (258,039) (510,000) 44,000Allowance for doubtful trade receivables 124,708 87,494 91,052Share of loss in associate 5,038 18,865 – Fair value loss on held-for-trading investments – 9,512 3,130Gain on disposal of property, plant and equipment (303,226) (201,317) (113,720)

Operating cash flows before movements in working capital 4,719,156 5,433,147 15,038,909

Trade receivables (1,147,995) (7,116,779) 3,413,143Other receivables 2,768,815 (2,294,983) 1,356,234Trade payables (943,483) 4,946,573 (6,340,591)Other payables 208,928 62,893 2,761,831

Cash generated from operations 5,605,421 1,030,851 16,229,526

Income tax paid (440,994) (498,710) (251,552)

Net cash from operating activities 5,164,427 532,141 15,977,974

Investing activities

Interest received 49,475 36,157 13,715Dividend received 275 2,866 355Purchase of other investment – – (36,000)Purchase of property, plant and equipment (Note A) (2,016,083) (22,685,130) (7,661,125)Proceeds from disposal of property, plant and equipment 1,368,554 345,479 947,840Net cash flow arising from acquisitionof subsidiaries (Note 28) – – 505,495

Net cash used in investing activities (597,779) (22,300,628) (6,229,720)

A-6


COMBINED STATEMENTS OF CASH FLOWSYears ended 31 December 2006, 2007 and 2008 (Continued)

2006 2007 2008

$ $ $

Financing activitiesDividends paid (1,000,000) (500,000) – Interest paid (650,625) (1,217,978) (1,941,020)Obligations under finance leases (2,556,090) (4,125,460) (3,847,798)Amount due to (from) directors 1,426,915 (1,843,604) 1,290,158Amount (from) due to related parties (1,858,115) 5,452,371 314,206New bank borrowings raised – 20,902,310 3,872,477Repayment of bank loans (578,484) (1,707,195) (2,754,978)Pledged deposits (1,273,380) 1,256,587 (111,879)

Net cash (used in) from financing activities (6,489,779) 18,217,031 (3,178,834)

Net (decrease) increase in cash and cash equivalents (1,923,131) (3,551,456) 6,569,420Cash and cash equivalents at beginning of year 115,847 (1,807,284) (5,358,740)

Cash and cash equivalents at end of year (Note B) (1,807,284) (5,358,740) 1,210,680

Note A

During the years ended 31 December 2006, 2007 and 2008, the Group acquired property, plant andequipment with an aggregate cost of $4,621,031, $28,364,950 and $10,343,829 of which $2,604,948,$5,332,211 and $2,682,704 were acquired under finance leases respectively. As at 31 December 2006,2007 and 2008 cash payment of $2,016,083, $23,032,739 and $7,661,125 were made to purchaseproperty, plant and equipment respectively.

Note B

Cash and cash equivalents comprise:2006 2007 2008

$ $ $

Cash and bank balances 3,044,917 1,317,825 5,324,072Less: Bank overdrafts (3,278,470) (6,359,421) (3,684,369)

(233,553) (5,041,596) 1,639,703Less: Pledged deposits (1,573,731) (317,144) (429,023)

Cash and cash equivalents (1,807,284) (5,358,740) 1,210,680


A-7


NOTES TO COMBINED FINANCIAL STATEMENTS31 December 2006, 2007 and 2008

1. GENERAL

The Company (Registration No. 200710813D) is incorporated in Singapore with its registered officeand principal place of business at 7 Penjuru Close, #05-00, Singapore 608779. The combinedfinancial statements are expressed in Singapore dollars.

The principal activity of the Company is that of an investment holding company.

The principal activities of the subsidiaries are disclosed below.

Pursuant to a Group restructuring exercise to rationalise the structure of the Company and itssubsidiaries (hereinafter collectively referred to as the “Group”) in preparation for the proposedlisting of the Company on the Singapore Exchange Securities Trading Limited, the Companyunderwent a restructuring exercise (“Restructuring Exercise”) involving the following:

(a) Acquisition of SH Cogent Logistics Pte Ltd (“SHCL”)

On 18 January 2010, the Company entered into a sale and purchase agreement to acquirethe entire interest in SHCL, which are under common control, from the respectiveshareholders for a consideration of $12,674,975 based on the net tangible assets of SHCLas at 31 December 2008. The consideration was satisfied by the allotment and issue of1,400,000 ordinary shares in the Company. The acquisition was completed on 19 January2010.

(b) Acquisition of Soon Hock Transportation Pte. Ltd. (“SHT”)

On 18 January 2010, the Company entered into a sale and purchase agreement to acquirethe entire interest in SHT, which are under common control, from the respectiveshareholders for a consideration of $2,885,386 based on the net tangible assets of SHT asat 31 December 2008. The consideration was satisfied by the allotment and issue of300,000 ordinary shares in the Company. The acquisition was completed on 19 January2010.

(c) Acquisition of Cogent Investment Group Pte. Ltd. (“CIG”) formerly known as HNHGroup Pte. Ltd. and Cogent Automotive Logistics Pte. Ltd. (“CAL”) formerly known asHNH International Pte. Ltd.

On 31 July 2008, the shareholders of the Company acquired an effective equity interest of99% in both CIG and CAL from third parties for an aggregate consideration of approximately$1.78 million.

In May 2009, one of the shareholders of the Company acquired the remaining 1% and0.33% of equity interest in CIG and CAL respectively for an aggregate consideration of$18,000.

On 18 January 2010, the Company entered into a sale and purchase agreement to acquirethe entire equity interest of CIG, which are under common control, from the respectiveshareholders for a consideration of $897,250 based on the net tangible assets of CIG as at31 December 2008. The consideration was satisfied by the allotment and issue of 99,998ordinary shares in the Company. The acquisition was completed on 19 January 2010.

On 18 January 2010, the Company entered into a sale and purchase agreement to acquirethe entire interest of CAL, which are under common control, from the respectiveshareholders for a consideration of $1,827,154 based on the net tangible assets of CAL asat 31 December 2008. The consideration was satisfied by the allotment and issue of200,000 ordinary shares in the Company and CIG renounced its 66.67% equity interest inCAL to the respective shareholders. The acquisition was completed on 19 January 2010.

A-8



1. GENERAL (Continued)

Upon the completion of the Restructuring Exercise and at the date of this report, the Company hasthe following subsidiaries:

Country of Attributableincorporation equity interest

Name of subsidiaries and operations of the Group Principal activity

%

SH Cogent Logistics Singapore 100 Provision of warehousing andPte Ltd container depot management

services

Soon Hock Transportation Singapore 100 Transportation of containersPte. Ltd. and cargoes

Cogent Investment Group Singapore 100 Investment holdingPte. Ltd. (formerly knownas HNH Group Pte. Ltd.)

Cogent Automotive Logistics Singapore 100 Processing, transportation andPte. Ltd. (formerly known storage of motor vehiclesas HNH InternationalPte. Ltd.)

Basis of preparation of the combined financial statements

For the purpose of preparing this set of combined financial statements, the combined statements ofcomprehensive income, combined statements of cash flows and combined statements of changesin equity for the years ended 31 December 2006, 2007 and 2008 (the “Relevant Periods”) havebeen prepared on a combined basis and include the financial information of the companies nowcomprising the Group as if the current Group structure had been in existence throughout theRelevant Periods, or since their respective dates of establishment or acquisition whichever is theshorter period. The combined statements of financial position of the Group as at 31 December2006, 2007 and 2008 had been prepared to present the assets and liabilities of the Group as atthose dates as if the current Group structure had been in existence at these dates.

The combined financial statements of the Group for the years ended 31 December 2006, 2007 and2008 were authorised for issue by the Board of Directors of the Company on 9 February 2010.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF ACCOUNTING - The combined financial statements are prepared in accordance withthe historical cost basis, except as disclosed in the accounting policies below, and are drawn up inaccordance with the Singapore Financial Reporting Standards (“FRS”).

ADOPTION OF NEW AND REVISED STANDARDS – The Group has adopted all the new andrevised FRSs and Interpretations of FRS (“INT FRS”) effective from 1 January 2008 since thebeginning of the earliest Relevant Periods presented.

A-9



2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

The Group has early adopted the following FRSs in advance of their effective date:

FRS 1 (Revised) – Presentation of Financial Statements (Revised)

FRS 1 (Revised) will change the basis for presentation and structure of the combined financialstatements. It does not change the recognition, measurement or disclosure of specific transactionsand other events required by other FRSs.

FRS 108 – Operating Segments

FRS 108 requires operating segments (see Note 26) to be identified on the basis of internalreports about components of the Group that are regularly reviewed by the chief operating decisionmakers in order to allocate resources to the segment and to assess its performance. In contrast,the predecessor standard (FRS 14 Segment Reporting) required an entity to determine two sets ofsegments (primary and secondary segments) using a risks and rewards approach, with the entity’ssystem of internal financial reporting to key management personnel serving only as the startingpoint for the identification of such segments.

At the date of authorisation of these combined financial statements, the following FRSs, INT FRSsand amendments to FRSs that were relevant to the Group were issued but not effective:

FRS 27 - Consolidated and Separate Financial Statements (Revised)FRS 103 - Business Combinations (Revised)Amendments to FRS 107 - Financial Instruments: Improving Disclosures about

Financial InstrumentsINT FRS 117 - Distribution of Non-cash Assets to Owners

Consequential amendments were also made to various standards as a result of these new/revisedstandards.

Management anticipates that the adoption of the other FRSs, INT FRSs and amendments to theFRSs that were issued but effective only in future periods will not have a material impact on thecombined financial statements of the Group in the period of their initial adoption.

BASIS OF COMBINATION - The combined financial statements incorporate the financialstatements of the Company and its subsidiaries and had been prepared using the principles ofmerger accounting and on the assumption that the re-organisation of entities controlled by thesame shareholders has been effected as at the beginning of the Relevant Periods presented inthese combined financial statements.

All significant intercompany transactions and balances between Group enterprises are eliminatedon combination.

The acquisition of subsidiaries, other than those involving entities under common control, isaccounted for using the purchase method. The cost of the acquisition is measured at the aggregateof the fair values, at the date of exchange, of assets given, liabilities incurred or assumed, andequity instruments issued by the Group in exchange for control of the acquiree, plus any costsdirectly attributable to the business combination. The acquiree’s identifiable assets, liabilities andcontingent liabilities that meet the conditions for recognition under FRS 103 BusinessCombinations are recognised at their fair values at the acquisition date, except for non-currentassets (or disposal groups) that are classified as held for sale in accordance with FRS 105 Non-Current Assets Held for Sale and Discontinued Operations, which are recognised and measured atfair value less costs to sell.

A-10




Goodwill arising on acquisition is recognised as an asset and initially measured at cost, being theexcess of the cost of the business combination over the Group’s interest in the net fair value of theidentifiable assets, liabilities and contingent liabilities recognised. If, after reassessment, theGroup’s interest in the net fair value of the acquiree’s identifiable assets, liabilities and contingentliabilities exceeds the cost of the business combination, the excess is recognised immediately inprofit or loss.

The interests of non-controlling shareholders in the acquiree is initially measured at the non-controlling interests’ proportion of the net fair value of the assets, liabilities and contingent liabilitiesrecognised.

FINANCIAL INSTRUMENTS - Financial assets and financial liabilities are recognised on theGroup’s combined statements of financial position when the Group becomes a party to thecontractual provisions of the instrument.

Effective interest method

The effective interest method is a method of calculating the amortised cost of a financial instrumentand of allocating interest income or expense over the relevant period. The effective interest rateis the rate that exactly discounts estimated future cash receipts or payments through the expectedlife of the financial instrument, or where appropriate, a shorter period. Income and expense isrecognised on an effective interest rate basis for debt instruments other than those financialinstruments “at fair value through profit or loss”.

Financial assets

Financial assets at fair value through profit or loss (“FVTPL”)

Financial assets are classified as at FVTPL where the financial asset is either held-for-trading or itis designated as at FVTPL.

A financial asset is classified as held-for-trading if:

� it has been acquired principally for the purpose of selling in the near future; or

� it is a part of an identified portfolio of financial instruments that the Group manages togetherand has a recent actual pattern of short-term profit-taking; or

� it is a derivative that is not designated and effective as a hedging instrument.

A financial asset other than a financial asset held for trading may be designated as at FVTPL uponinitial recognition if:

� such designation eliminates or significantly reduces a measurement or recognitioninconsistency that would otherwise arise; or

� the financial asset forms part of a group of financial assets or financial liabilities or both,which is managed and its performance is evaluated on a fair value basis, in accordance withthe Group’s documented risk management or investment strategy, and information about thegrouping is provided internally on that basis; or

� it forms part of a contract containing one or more embedded derivatives, and FRS 39Financial Instruments: Recognition and Measurement permits the entire combined contract(asset or liability) to be designated as at FVTPL.

A-11




Financial assets (Continued)

Financial assets at fair value through profit or loss are stated at fair value, with any resultant gain orloss recognised in profit or loss. The net gain or loss recognised in profit or loss incorporates anydividend or interest earned on the financial assets. Fair value is determined in the mannerdescribed in Note 4.

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and demand deposits, bank overdrafts andother short-term highly liquid investments that are readily convertible to known amount of cash andare subject to an insignificant risk of changes in value. Bank overdrafts exclude bank overdraftdrawn on the construction-in-progress.

Loans and receivables

Trade and other receivables are measured at amortised cost using the effective interest methodless impairment. Interest is recognised by applying the effective interest method, except for short-term receivables where the recognition of interest would be immaterial.

Impairment of financial assets

Financial assets are assessed for indicators of impairment at end of each reporting period.Financial assets are impaired where there is objective evidence that, as a result of one or moreevents that occurred after the initial recognition of the financial asset, the estimated future cashflows of the financial assets have been impacted. The amount of the impairment is the differencebetween the asset’s carrying amount and the present value of estimated future cash flows,discounted at the original effective interest rate.

The carrying amount of the receivables is reduced through the use of an allowance account.When a receivable is uncollectible, it is written off against the allowance. Subsequent recoveries ofamounts previously written off are credited to allowance account. Changes in the carrying amountof the allowances account are recognised in profit or loss.

If in a subsequent period, the amount of the impairment loss decreases and the decrease can berelated objectively to an event occurring after the impairment loss was recognised, the previouslyrecognised impairment loss is reversed through profit or loss to the extent the carrying amount ofthe receivables at the date the impairment is reversed does not exceed what the amortised costwould have been had the impairment not been recognised.

Derecognition of financial assets

The Group derecognises a financial asset only when the contractual rights to the cash flows fromthe asset expire, or it transfers the financial asset and substantially all the risks and rewards ofownership of the asset to another entity. If the Group neither transfers nor retains substantially allthe risks and rewards of ownership and continues to control the transferred asset, the Grouprecognises its retained interest in the asset and an associated liability for amounts it may have topay. If the Group retains substantially all the risks and rewards of ownership of a transferredfinancial asset, the Group continues to recognise the financial asset and also recognises acollateralised borrowing for the proceeds received.

A-12




Financial liabilities and equity instruments

Classification as debt or equity

Financial liabilities and equity instruments issued by the Group are classified according to thesubstance of the contractual arrangements entered into and the definitions of a financial liabilityand an equity instrument.

Equity instruments

An equity instrument is any contract that evidences a residual interest in the assets of the Groupafter deducting all of the liabilities. Equity instruments are recorded at the proceeds received, netof direct issue costs.

Other financial liabilities

Trade and other payables are initially measured at fair value, net of transaction costs, and aresubsequently measured at amortised cost, using the effective interest method, except for short-term payables where the recognition of interest would be immaterial.

Interest-bearing bank loans are initially measured at fair value, and are subsequently measured atamortised cost, using the effective interest method. Any difference between the proceeds (net oftransaction costs) and the settlement or redemption of borrowings is recognised over the term ofthe borrowings in accordance with the Group’s accounting policy for borrowing costs (see below).

Derecognition of financial liabilities

The Group derecognises financial liabilities when, and only when, the Group’s obligations aredischarged, cancelled or they expire.

LEASES - Leases are classified as finance leases whenever the terms of the lease transfersubstantially all the risks and rewards of ownership to the lessee. All other leases are classified asoperating leases.

The Group as lessor

Rental income from operating leases is recognised on a straight-line basis over the term of therelevant lease unless another systematic basis is more representative of the time pattern in whichuse benefit derived from the leased asset is diminished. Initial direct costs incurred in negotiatingand arranging an operating lease are expensed off to the profit or loss as these are immaterial.

The Group as lessee

Assets held under finance leases are recognised as assets of the Group at their fair value at theinception of the lease or, if lower, at the present value of the minimum lease payments. Thecorresponding liability to the lessor is included in the combined statements of financial position as afinance lease obligation. Lease payments are apportioned between finance charges and reductionof the lease obligation so as to achieve a constant rate of interest on the remaining balance of theliability. Finance charges are charged directly to profit or loss, unless they are directly attributableto qualifying assets, in which case they are capitalised in accordance with the Group’s generalpolicy on borrowing costs (see below). Contingent rentals are recognised as expenses in theperiods in which they are incurred.

A-13




Financial liabilities and equity instruments (Continued)

Rentals payable under operating leases are charged to profit or loss on a straight-line basis overthe term of the relevant lease unless another systematic basis is more representative of the timepattern in which economic benefits from the leased asset are consumed. Contingent rentalsarising under operating leases are recognised as an expense in the period in which they areincurred.

NON-CURRENT ASSETS HELD FOR SALE – Non-current assets and disposal groups areclassified as held for sale if their carrying amount will be recovered through a sale transactionrather than through continuing use. This condition is regarded as met only when the sale is highlyprobable and the asset (or disposal group) is available for immediate sale in its present condition.Management must be committed to the sale, which should be expected to qualify for recognition asa completed sale within one year from the date of classification.

Non-current assets (and disposal groups) classified as held for sale are measured at the lower ofthe assets’ previous carrying amount and fair value less costs to sell.

OTHER INVESTMENTS – Other investments comprise investments in club memberships whichare stated at cost less any impairment in net recoverable value that has been recognised in profitor loss.

PROPERTY, PLANT AND EQUIPMENT - Property, plant and equipment are stated at cost, lessaccumulated depreciation and any accumulated impairment loss.

Properties in the course of construction for production, rental or administrative purposes, or forpurposes yet determined, are carried at cost, less any recognised impairment loss. Cost includesprofessional fees and, for qualifying assets, borrowing costs capitalised in accordance with theGroup’s accounting policy. Depreciation of these assets, on the same basis as other propertyassets, commences when the assets are ready for their intended use.

Depreciation is charged so as to write off the cost of property, plant and equipment over theirestimated useful lives, using the straight-line method, on the following bases:

Leasehold land and building - 25 years or over the period of lease whichever is lowerOffice and warehouse equipment - 5 yearsFurniture and fittings - 5 yearsLeasehold improvements - 5 yearsMotor vehicles - 5 or 10 years

The estimated useful lives and depreciation method are reviewed at each year end, with the effectof any changes in estimate accounted for on a prospective basis.

Assets held under finance leases are depreciated over their expected useful lives on the samebasis as owned assets or, if there is no certainty that the lessee will obtain ownership by the end ofthe lease term, the asset shall be fully depreciated over the shorter of the lease term and its usefullife.

The gain or loss arising on the disposal or retirement of an asset is determined as the differencebetween the sales proceeds and the carrying amount of the asset and is recognised in profit orloss.

A-14





Fully depreciated property, plant and equipment still in use are retained in the combined financialstatements.

INVESTMENT PROPERTY - Investment property, which is property held to earn rentals and/or forcapital appreciation, is measured initially at its cost, including transaction costs. Subsequent toinitial recognition, investment property is measured at fair value. Gains or losses arising fromchanges in the fair value of investment property are included in profit or loss for the period in whichthey arise.

IMPAIRMENT OF ASSETS - At end of each reporting period, the Group reviews the carryingamounts of its assets to determine whether there is any indication that those assets have sufferedan impairment loss. If any such indication exists, the recoverable amount of the asset is estimatedin order to determine the extent of the impairment loss (if any). Where it is not possible to estimatethe recoverable amount of an individual asset, the Group estimates the recoverable amount of thecash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessingvalue in use, the estimated future cash flows are discounted to their present value using a pre-taxdiscount rate that reflects current market assessments of the time value of money and the risksspecific to the asset.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than itscarrying amount, the carrying amount of the asset (cash-generating unit) is reduced to itsrecoverable amount. An impairment loss is recognised immediately in profit or loss.

Where an impairment loss subsequently reverses, the carrying amount of the asset (cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that theincreased carrying amount does not exceed the carrying amount that would have been determinedhad no impairment loss been recognised for the asset (cash-generating unit) in prior years. Areversal of an impairment loss is recognised immediately in profit or loss.

ASSOCIATES - An associate is an entity over which the Group has significant influence and that isneither a subsidiary nor an interest in a joint venture. Significant influence is the power toparticipate in the financial and operating policy decisions of the investee but is not control or jointcontrol over those policies.

The results and assets and liabilities of associates are incorporated in these combined financialstatements using the equity method of accounting, except when the investment is classified as heldfor sale, in which case it is accounted for under FRS 105 Non-current Assets Held for Sale andDiscontinued Operations. Under the equity method, investments in associates are carried in thecombined statements of financial position at cost as adjusted for post-acquisition changes in theGroup’s share of the net assets of the associates, less any impairment in the value of individualinvestments. Losses of an associate in excess of the Group’s interest in that associate (whichincludes any long-term interests that, in substance, form part of the Group’s net investment in theassociate) are not recognised, unless the Group has incurred legal or constructive obligations ormade payments on behalf of the associate.

A-15





Any excess of the cost of acquisition over the Group’s share of the net fair value of the identifiableassets, liabilities and contingent liabilities of the associate recognised at the date of acquisition isrecognised as goodwill. The goodwill is included within the carrying amount of the investment andis assessed for impairment as part of the investment. Any excess of the Group’s share of the netfair value of the identifiable assets, liabilities and contingent liabilities over the cost of acquisition,after reassessment, is recognised immediately in profit or loss.

Where a group entity transacts with an associate of the Group, profits and losses are eliminated tothe extent of the Group’s interest in the relevant associate.

PROVISIONS - Provisions are recognised when the Group has a present obligation (legal orconstructive) as a result of a past event, it is probable that the Group will be required to settle theobligation, and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settlethe present obligation at the end of the reporting period, taking into account the risks anduncertainties surrounding the obligation. Where a provision is measured using the cash flowsestimated to settle the present obligation, its carrying amount is the present value of those cashflows.

When some or all of the economic benefits required to settle a provision are expected to berecovered from a third party, the receivable is recognised as an asset if it is virtually certain thatreimbursement will be received and the amount of the receivable can be measured reliably.

REVENUE RECOGNITION - Revenue is measured at the fair value of the consideration receivedor receivable and represents amounts receivable for services provided in the normal course ofbusiness, net of discounts and sales related taxes.

Management service income

Revenue from rendering of management services includes transportation management services,warehousing and container depot management services. Such revenue is recognised whenservices are rendered to the customers.

Rental income

Revenue generated from rental income includes the rental of warehouse and open storage space.Such revenue is recognised on a straight-line basis over the term of the relevant leases.

Interest income

Interest income is accrued on a time basis, by reference to the principal outstanding and at theinterest rate applicable.

Dividend income

Dividend income is recognised when the shareholders’ rights to receive payment have beenestablished.

A-16





BORROWING COSTS - Borrowing costs directly attributable to the acquisition, construction orproduction of qualifying assets, which are assets that necessarily take a substantial period of timeto get ready for their intended use or sale, are added to the cost of those assets, until such time asthe assets are substantially ready for their intended use or sale. Investment income earned on thetemporary investment of specific borrowings pending their expenditure on qualifying assets isdeducted from the borrowing costs eligible for capitalisation.

All other borrowing costs are recognised in profit or loss in the period in which they are incurred.

RETIREMENT BENEFIT COSTS - Payments to defined contribution retirement benefit plans arecharged as an expense as they fall due. Payments made to state-managed retirement benefitschemes, such as the Singapore Central Provident Fund, are dealt with as payments to definedcontribution plans where the Group’s obligations under the plans are equivalent to those arising ina defined contribution retirement benefit plan.

EMPLOYEE LEAVE ENTITLEMENT - Employee entitlements to annual leave are recognised whenthey accrue to employees. A provision is made for the estimated liability for annual leave as aresult of services rendered by employees up to the end of the reporting period.

INCOME TAX - Income tax expense represents the sum of the tax currently payable and deferredtax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit asreported in profit or loss because it excludes items of income or expense that are taxable ordeductible in other years and it further excludes items that are not taxable or tax deductible. TheGroup’s liability for current tax is calculated using tax rates (and tax laws) that have been enactedor substantively enacted by the end of the reporting period.

Deferred tax is recognised on differences between the carrying amounts of assets and liabilities inthe combined financial statements and the corresponding tax bases used in the computation oftaxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilitiesare generally recognised for all taxable temporary differences and deferred tax assets arerecognised to the extent that it is probable that taxable profits will be available against whichdeductible temporary differences can be utilised. Such assets and liabilities are not recognised ifthe temporary difference arises from goodwill or from the initial recognition (other than in abusiness combination) of other assets and liabilities in a transaction that affects neither the taxableprofit nor the accounting profit.

Deferred tax liabilities are recognised for taxable temporary differences arising on investment insubsidiaries and associate, except where the Group is able to control the reversal of the temporarydifference and it is probable that the temporary difference will not reverse in the foreseeable future.

The carrying amount of deferred tax assets is reviewed at end of each reporting period andreduced to the extent that it is no longer probable that sufficient taxable profits will be available toallow all or part of the asset to be recovered.

Deferred tax is calculated at the tax rates that are expected to apply in the period when the liabilityis settled or the asset realised based on the tax rates (and tax laws) that have been enacted orsubstantively enacted by the end of the reporting period.

A-17





Deferred tax assets and liabilities are offset when there is a legally enforceable right to set offcurrent tax assets against current tax liabilities and when they relate to income taxes levied by thesame taxation authority and the Group intends to settle its current tax assets and liabilities on a netbasis.

Current and deferred taxes are recognised as an expense or income in profit or loss.

FOREIGN CURRENCY TRANSACTIONS - The individual financial statements of each Groupentity are measured and presented in the currency of the primary economic environment in whichthe entity operates (its functional currency). The combined financial statements of the Group arepresented in Singapore dollars, which is the functional of the Company and the presentationcurrency for the combined financial statements.

In preparing the combined financial statements, transactions in currencies other than the entity’sfunctional currency are recorded at the rates of exchange prevailing on the date of the transaction.At end of each reporting period, monetary items denominated in foreign currencies are retranslatedat the rates prevailing on the end of each reporting period. Non-monetary items that are measuredin terms of historical cost in a foreign currency are not retranslated.

Exchange differences arising on the settlement of monetary items, and on retranslation ofmonetary items are included in profit or loss for the period.

3. CRITICAL ACCOUNTING JUDGEMENTS ANDKEY SOURCES OF ESTIMATION UNCERTAINTY

In the application of the Group’s accounting policies, which are described in Note 2, managementis required to make judgements, estimations and assumptions about the carrying amounts ofassets and liabilities that are not readily apparent from other sources. The estimates andassociated assumptions are based on historical experience and other factors that are consideredto be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions toaccounting estimates are recognised in the period in which the estimate is revised if the revisionaffects only that period, or in the period of the revision and future periods if the revision affects bothcurrent and future periods.

(i) Critical judgements in applying the entity’s accounting policies

Management did not make any material judgements that have significant effect on theamounts recognised in the combined financial statements, apart from those involvingestimation uncertainties as discussed in (ii) below.

(ii) Key sources of estimation uncertainty

The key assumptions concerning the future, and other key sources of estimation uncertaintyat the end of the reporting period, that have a significant risk of causing a materialadjustment to the carrying amounts of assets and liabilities within the next year, arediscussed below.

A-18



3. CRITICAL ACCOUNTING JUDGEMENTS ANDKEY SOURCES OF ESTIMATION UNCERTAINTY (Continued)

Depreciation of property, plant and equipment

The cost of property, plant and equipment is depreciated on a straight line basis over the assets’estimated useful lives as set out in Note 2 to the combined financial statements. Changes in theexpected level and future usage can impact the economic useful lives of these assets withconsequential impact on the future depreciation charge.

The carrying amounts of property, plant and equipment are stated in Note 11 to the combinedfinancial statements.

Impairment of property, plant and equipment

The Group assesses annually whether property, plant and equipment exhibit any indication ofimpairment. In instances where there are indications of impairment, the recoverable amounts ofproperty, plant and equipment will be determined based on value-in-use calculations. Thesecalculations require the use of judgement and estimates. The carrying amounts of the Group’sproperty, plant and equipment are disclosed in Note 11 to the combined financial statements.

Allowance for doubtful debts

Allowance for doubtful debts are made in the combined financial statements based onmanagement’s best estimate of the carrying amount of receivables that are doubtful of collectionafter evaluation of collectability and aging analysis of accounts. A considerable amount ofjudgement is required in assessing the ultimate realisation of these receivables, including thecurrent creditworthiness and the past collection history of each customer where the expectation isdifferent from the original estimate, such difference will impact the carrying value of trade and otherreceivables. The carrying amounts of trade and other receivables are disclosed in Notes 7 and 8 tothe combined financial statements respectively.

4. FINANCIAL INSTRUMENTS, FINANCIAL RISKS AND CAPITAL RISKS MANAGEMENT

(a) Categories of financial instruments

The following table sets out the financial instruments as at the end of each reporting period:

2006 2007 2008

$ $ $Financial assets

Loans and receivables (including cashand bank balances) 14,245,365 21,767,347 23,630,072

Held-for-trading investments 35,462 25,950 22,820

Financial liabilities

Amortised cost 24,895,866 56,996,916 57,942,207

A-19



4. FINANCIAL INSTRUMENTS, FINANCIAL RISKS AND CAPITAL RISKS MANAGEMENT(Continued)

(b) Financial risk management policies and objectives

(i) Credit risk management

The Group’s maximum exposure to credit risk in the event the counterparties fail toperform their obligations in relation to each class of recognised financial assets is thecarrying amount of those assets as indicated in the combined statements of financialposition.

At the end of the reporting period, there is no significant concentration of credit riskexcept for the trade balances due from major customers amounting to $8,667,810 (2007 : $11,148,594; 2006 : $5,356,234) and 53.9% (2007 : 62.4%; 2006 : 49.5%) oftotal trade receivables respectively.

Cash and fixed deposits are placed with creditworthy financial institutions.

Further details on credit risk of trade receivables are disclosed in Note 7 to thecombined financial statements.

(ii) Interest rate risk management

The Group’s exposure to changes in interest rates relates primarily to interest-bearingbank overdrafts and bank loans as disclosed in Note 13 to the combined financialstatements.

The impact of fluctuations in short-term interest rates on cash balances is relativelyinsignificant.

Interest rate sensitivity

The sensitivity analyses below have been determined based on the exposure tointerest rates for non-derivative instruments at the end of the reporting period and thestipulated change taking place at the beginning of the Relevant Periods and heldconstant throughout the reporting period in the case of instruments that have floatingrates.

At the end of the reporting period, it is estimated that a 50 basis pointincrease/decrease change in interest rates with all other variables were held constant,the Group’s profit for the year ended 31 December 2008 would increase/decrease by$128,516 (2007 : decrease/increase by $156,335; 2006 : increase/decrease by$36,318). This is mainly attributable to the Group’s exposure to interest rates on itsvariable rate borrowings.

(iii) Foreign exchange risk management

The Group’s transactions are largely denominated in Singapore dollars and the Grouphas limited exposure to foreign exchange risk. Any exposure to foreign currency riskwould be negligible. Accordingly, no sensitivity analysis is prepared.

A-20




(b) Financial risk management policies and objectives (Continued)

(iv) Liquidity risk management

The Group monitors and maintains a level of cash and cash equivalents deemedadequate by management to finance the Group’s operations and mitigate the effectsof fluctuations in cash flows. Funding is obtained from overdraft facilities, term loansand finance leases.

As at 31 December 2008, the Group’s total current liabilities exceeded its total currentassets by $24,895,802 (2007 : $27,728,098; 2006 : $4,037,451). Subsequent to theyear ended 31 December 2008, bank overdraft of $18,474,787 was converted into a12 years term loan (Note 13) and an amount due to a related party of $6,000,000which was repayable on demand, was converted into a loan payable in three equalannual instalments commencing from 1 July 2010 (Note 16). Accordingly, the Groupimproves from a net current liabilities position to a net current assets positionthereafter.

As at 31 December 2008, the Group has unutilised borrowing facilities amounting to$13,280,665 (2007 : $11,093,904; 2006 : $12,091,188).

Liquidity and interest risk analyses for non-derivative financial liabilities

The following table details the Group’s contracted maturities for its financial liabilities.The table has been drawn up based on the undiscounted cash flows of financialliabilities based on the earliest date on which the Group can be required to pay. Thetable includes both interest and principal cash flows.

Contractual cash flows (including interest payments)Repayableon demand Within

Carrying or within 2 to 5 Afteramount Total 1 year years 5 years

$ $ $ $ $At 31 December 2006

Non-interest bearing 11,355,661 11,355,661 11,355,661 – –Interest bearing 13,540,205 15,472,682 6,654,089 4,652,612 4,165,981

24,895,866 26,828,343 18,009,750 4,652,612 4,165,981

At 31 December 2007


56,996,916 58,695,982 49,584,282 5,891,031 3,220,669

At 31 December 2008


57,942,207 60,947,495 49,462,211 7,455,142 4,030,142

A-21




(b) Financial risk management policies and objectives (Continued)

(v) Fair value of financial assets and financial liabilities

The carrying amounts of cash and cash equivalents, trade and other receivables andpayables approximate their respective fair values due to the relatively short-termmaturity of these financial instruments. The fair values of other classes of financialassets and liabilities are disclosed in the respective notes to the combined financialstatements.

(c) Capital risk management policies and objectives

The Group manages its capital to ensure that entities in the Group will be able to continueas a going concern while maximising the return to stakeholders through the optimisation ofthe debt and equity balance.

The capital structure of the Group consisted of debts (which included the bank overdrafts,bank borrowings and finance leases as disclosed in Notes 13 and 14 respectively), cash andcash equivalents and equity attributable to equity holders of the Company, comprising issuedshare capital and accumulated profits.

The bank overdrafts and finance leases are not subject to external imposed capitalrequirements except for bank borrowings which the company has complied with.

As a part of the review of capital structure, management considers the cost of capital andthe risks associated with each source of financing. The management of capital structureincludes making decisions relating to payment of dividends and the redemption of existingloans and has not changed in the Relevant Period.

5. RELATED PARTY AND OTHER TRANSACTIONS

Related parties are entities with common direct or indirect shareholders and/or directors. Partiesare considered to be related if one party has the ability to control the other party or exercisesignificant influence over the other party in making financial and operating decisions.

Some of the Group’s transactions and arrangements and terms thereof are with related parties andthe effect of these on the basis determined between the parties is reflected in these combinedfinancial statements. The balances are unsecured, interest free and repayable on demand.

During the year, except as disclosed in the other notes to the combined financial statements, theGroup entities entered into the following significant transactions with related parties:

2006 2007 2008

$ $ $Entities with common directors:Warehousing and related services income 871,823 1,650,388 3,093,571Sales of property, plant and equipment 971,236 – 178,400Service income 516,684 200,505 549,849Purchase of property, plant and equipment – (393,894) –Management fees (2,003,880) (2,027,320) (1,961,706)Warehousing and related services expense (1,263) (81,100) (325,560)

A-22



5. RELATED PARTY AND OTHER TRANSACTIONS (Continued)

Compensation of directors and key management personnel

The remuneration of directors and other members of key management are as follows:

2006 2007 2008

$ $ $

Short-term benefits 532,496 721,013 869,435Post-employment benefits 44,535 59,759 63,144

577,031 780,772 932,579

6. CASH AND BANK BALANCES

2006 2007 2008

$ $ $

Fixed deposits 1,678,241 423,535 537,334Cash at bank 1,256,365 507,334 4,640,849Cash on hand 110,311 386,956 145,889

3,044,917 1,317,825 5,324,072Less: Pledged deposits (1,573,731) (317,144) (429,023)

1,471,186 1,000,681 4,895,049

As at 31 December 2006, the fixed deposits bore an average effective interest of 3.03% per annumwith tenure of approximately one month to one year.

As at 31 December 2007, the fixed deposits bore an average effective interest of 1.97% per annumwith tenure of approximately one year.

As at 31 December 2008, the fixed deposits bore an average effective interest of 1.30% per annumwith tenure of approximately one year.

Significant cash and bank balances of the Group that are not denominated in the functionalcurrency of the respective entities are as follows:

2006 2007 2008

$ $ $

United States dollars 106,227 112,678 562,343

A-23



7. TRADE RECEIVABLES

2006 2007 2008

$ $ $

Outside parties 7,759,008 12,982,665 16,411,097Allowance for doubtful debts (371,905) (459,399) (550,451)

7,387,103 12,523,266 15,860,646Related parties (Note 5) 3,441,451 5,334,573 214,770

10,828,554 17,857,839 16,075,416

Trade receivables are provided for based on estimated irrecoverable amounts from the rendering ofservices, determined by reference to past default experience.

Before accepting any new customer, the Group will assess the potential customer’s credit qualityand define credit limits by customer. Limits attributed to customers are reviewed periodically.

In determining the recoverability of a trade receivable, the Group considers any change in thecredit quality of the trade receivable from the date credit was initially granted up to the reportingdate.

Accordingly, management believes that there is no further credit provision required in excess of theallowance for doubtful debts.

As at 31 December 2006, 2007 and 2008, the Group has assigned trade receivables amounting to$Nil, $4,910,229 and $8,042,354 respectively to a bank for facilities granted to the Group.

The table below is an analysis of trade receivables as at the end of the reporting period:

2006 2007 2008

$ $ $

Not past due and not impaired 380,119 1,617,518 5,725,455Past due but not impairedLess than 3 months 3,686,126 6,881,610 5,673,640More than 3 months 6,762,309 9,358,711 4,676,321

10,448,435 16,240,321 10,349,961

Trade receivables not impaired 10,828,554 17,857,839 16,075,416

Impaired receivables – collectively assessed (i) 371,905 459,399 550,451Less: Allowance of impairment (371,905) (459,399) (550,451)

– – –

Total trade receivables, net 10,828,554 17,857,839 16,075,416

(i) These amounts are stated before any deduction for impairment losses.

A-24



7. TRADE RECEIVABLES (Continued)

The movements in the allowance for impairment of trade receivables are as follows:

2006 2007 2008

$ $ $

Balance at beginning of year 247,197 371,905 459,399Allowance recognised in profit or loss 124,708 87,494 91,052

Balance at end of year 371,905 459,399 550,451

8. OTHER RECEIVABLES

2006 2007 2008

$ $ $

Outside parties 28,613 979,070 72,565Related parties (Note 5) 22,441 826,246 946,431Staff loans 70,008 59,108 37,678Tax recoverable 82,189 119,059 85,880Deposits 168,643 608,200 1,088,030Prepayments 335,641 447,705 677,912

707,535 3,039,388 2,908,496

The other receivables due from outside parties which are less than one year, has no fixedrepayment periods and management are of the view that these receivables are not impaired andare recoverable.

The staff loans are unsecured and interest-free.

9. HELD-FOR-TRADING INVESTMENTS

2006 2007 2008

$ $ $

Quoted equity investments, at fair value 35,462 25,950 22,820

The fair values of the quoted equity investments are based on closing quoted market prices on thelast market day of the year.

10. INVESTMENT IN ASSOCIATE

2006 2007 2008

$ $ $

Unquoted shares, at cost 30,000 30,000 – Share of post-acquisition losses andreserves, net of dividends received (11,135) (30,000) –

18,865 – –

A-25



10. INVESTMENT IN ASSOCIATE (Continued)

Details of the Group’s associate as at 31 December 2006, 2007 and 2008 are as follows:

Country ofincorporation/ Proportion of

Name of associate operations ownership interest Principal activities

2006 2007 2008

Cogent Logistics Pte Ltd Singapore 28.6% 28.6% – Repairers of containers,trucks and trading incontainers

The associate is not material to the Group and has not been audited for the Relevant Periods.

The associate was disposed during the year ended 31 December 2008 to shareholders of theCompany at a consideration of $3.

Summarised financial information in respect of the Group’s associate is set out below:

2006 2007 2008

$ $ $

Total assets 84,628 1,183 –Total liabilities (18,666) (19,913) –

Net assets (liabilities) 65,962 (18,730) –

Group’s share of associate’s net assets 18,865 – –

Revenue 33,440 26,281 –

Loss for the year (17,615) (84,762) –

Group’s share of associate’s loss for the year (5,038) (18,865) (1) –

(1) The Group’s share of loss in associate is recognised up to the cost of investment inassociate. The unrecognised loss of $5,377 was not recognised in profit or loss for the yearended 31 December 2007.

A-26

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A-27

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tsin

-pro

gres

sTo

tal

$$

$$

$$

$

At

31 D

ecem

ber

2007

4,63

1,31

01,

222,

385

16,1

627,

878,

172

27,4

04–

13,7

75,4

33D

epre

ciat

ion

for

the

year

1,06

0,69

248

7,49

730

,511

2,69

2,17

369

,693

–4,

340,

566

Dis

posa

ls–

––

(593

,864

)(2

7,20

4)–

(621

,068

)

At

31 D

ecem

ber

2008

5,69

2,00

21,

709,

882

46,6

739,

976,

481

69,8

93–

17,4

94,9

31

Car

ryin

g am

ount

:A

t 31

Dec

embe

r 20

067,

422,

922

730,

060

26,0

489,

697,

543

64,7

741,

615,

028

19,5

56,3

75

At

31 D

ecem

ber

2007

6,89

1,39

71,

061,

709

36,5

2013

,378

,072

62,0

6523

,275

,541

44,7

05,3

04

At

31 D

ecem

ber

2008

35,1

27,1

641,

852,

481

195,

293

12,8

81,1

3965

7,15

4–

50,7

13,2

31

As

at 3

1 D

ecem

ber

2006

, 20

07 a

nd 2

008,

pro

pert

y, p

lant

and

equ

ipm

ent

(exc

ludi

ng m

otor

veh

icle

s) o

f th

e G

roup

with

car

ryin

g am

ount

of

$7,4

22,9

22,

$24,

759,

422

and

$33,

964,

838

resp

ectiv

ely

are

pled

ged

as s

ecur

ity f

or b

ank

faci

litie

s di

sclo

sed

in N

ote

13 t

o th

e co

mbi

ned

finan

cial

sta

tem

ents

.A

s at

3

1 D

ece

mb

er

20

06

, 2

00

7 a

nd

20

08

, m

oto

r ve

hic

les

with

ca

rryi

ng

am

ou

nt

of

$2

,25

6,2

61

, $

6,8

19

,36

8 a

nd

$5

,61

3,5

03

are

un

de

r fin

an

ce l

ea

sear

rang

emen

ts d

iscl

osed

in N

ote

14 t

o th

e co

mbi

ned

finan

cial

sta

tem

ents

res

pect

ivel

y.

Inte

rest

exp

ense

of

$347

,609

was

cap

italis

ed d

urin

g th

eye

ar e

nded

31

Dec

embe

r 20

07 f

or t

he c

onst

ruct

ion

of le

aseh

old

build

ing.

The

cap

italis

atio

n ra

tew

as a

t 5%

per

ann

um.

A-28



12. INVESTMENT PROPERTIES

2006 2007 2008

$ $ $At fair value:

Balance at beginning of year – 1,590,000 2,100,000Reclassified from property, plant and equipment 1,331,961 – –Changes in fair value of investment properties 258,039 510,000 (44,000)Transferred to investment property held-for-sale – – (1,500,000)

Balance at end of year 1,590,000 2,100,000 556,000

Details of the investment properties are as follows:

Name of properties Description

20/20A Tanjong Pagar 99 years leasehold commercial propertySingapore 088443

200 Jalan Sultan 99 years leasehold commercial property#12-09Singapore 199018

In accordance with the accounting policy of the Group, the investment properties are stated atvaluation based on professional valuation carried out by HBA Group Property Consultants Pte Ltd,on the basis of open market for existing use as at 31 December 2006, 2007 and 2008.

The investment properties are pledged for banking facilities disclosed in Note 13 to the combinedfinancial statements.

Subsequent to year ended 31 December 2008, the investment property at 20/20A Tanjong Pagarwas disposed at a consideration of $1,500,000. The Group has entered into an option to disposethe property in December 2008, accordingly, the investment property has been reclassified ascurrent asset held for sale as at 31 December 2008.

The gross rental income and direct operating expenses (including repairs and maintenance) arisingfrom investment properties are as follows:

2006 2007 2008

$ $ $

Gross rental income 59,524 66,786 145,565Direct operating expenses (19,791) (30,914) (46,939)

A-29



13. BANK OVERDRAFTS AND LOANS

2006 2007 2008

$ $ $

Bank loans (1) 7,030,195 6,430,609 8,868,022Non-current portion of bank loans (6,430,610) (5,803,022) (7,887,261)

Current portion of bank loans 599,585 627,587 980,761Short-term bank borrowings (2) – 1,992,391 – Bank overdrafts (1) 3,278,470 24,161,731 22,159,156

3,878,055 26,781,709 23,139,917

The bank loans are repayable as follows:

Within one year 599,585 2,619,978 980,761In the second to fifth years inclusive 2,684,043 2,842,403 4,273,722After fifth year 3,746,567 2,960,619 3,613,539

7,030,195 8,423,000 8,868,022

The annual effective interest rates for the bank loans are as follows:

2006 2007 2008

Bank loans 4.58% 4.50% 4.63%

Bank overdrafts 3.40% 4.95% 4.99%

Bank loans are repayable by 76 to 120 monthly repayments and a final repayment of the balanceamount outstanding.

(1) The bank loans and overdrafts are secured by certain property, plant and equipment (Note11), investment properties (Note 12) and personal guarantees from directors of certainsubsidiaries.

(2) The short-term bank borrowings are secured by the assignment of trade receivables (Note 7).

Subsequent to the year ended 31 December 2008, bank overdrafts of $18,474,787 as at 31 December 2008, has been refinanced and converted to a 12 years term loan with monthlyrepayment of $170,149 for the first year, monthly repayment of $174,800 for the second year andsubsequently monthly repayment of $179,533.

The carrying amounts of the Group’s borrowings as at 31 December 2006, 2007 and 2008approximate their fair values.

A-30



14. FINANCE LEASES

Present value ofMinimum lease payments minimum lease payments

2006 2007 2008 2006 2007 2008

$ $ $ $ $ $

Amounts payable under finance leases:Within one year 2,459,002 2,552,317 2,382,395 2,302,455 2,374,099 2,239,890In the second to fifth years inclusive 1,001,853 2,232,853 1,421,233 890,950 2,054,124 1,315,384

After fifth year 45,532 11,724 48,108 38,135 10,068 41,826

3,506,387 4,796,894 3,851,736 3,231,540 4,438,291 3,597,100Less: Future finance charges (274,847) (358,603) (254,636)

Present value of lease obligations 3,231,540 4,438,291 3,597,100

Less: Amounts due for settlementwithin 12 months (shownunder current liabilities) (2,302,455) (2,374,099)(2,239,890)

Amount due for settlement after 12 months 929,085 2,064,192 1,357,210

It is the Group’s policy to lease certain of its plant and equipment under finance leases. Theaverage lease term and the average effective borrowing rate are as follows:

Average Average effectivelease term borrowing rate per annum

As at 31 December 2006 60 months 4.32%



Interest rates are fixed at the contracted date, and thus expose the Group to fair value interest raterisk. All leases are on a fixed repayment basis and no arrangements have been entered into forcontingent rental payments.

The carrying amount of the Group’s finance lease payables as at 31 December 2006, 2007 and2008 approximate its fair value.

The Group’s obligations under finance leases are secured by its property, plant and equipment (Note 11).

15. TRADE PAYABLES

2006 2007 2008

$ $ $

Outside parties 1,617,223 4,188,380 5,131,014Related parties (Note 5) 5,428,273 7,803,689 918,776

7,045,496 11,992,069 6,049,790

A-31



16. OTHER PAYABLES

2006 2007 2008

$ $ $

Outside parties 771,577 289,884 948,591Related parties (Note 5) 761,854 6,214,225 8,326,966Accruals 282,967 517,426 1,509,547Amount due to directors 2,252,079 408,475 3,320,217Dividend payable – – 1,500,000Rental deposits 241,688 551,815 1,662,818

4,310,165 7,981,825 17,268,139

The amount due to directors is unsecured, interest-free and repayable on demand.

Subsequent to the year ended 31 December 2008, amount due to a related party of $6,000,000which was repayable on demand, was converted into a loan which is repayable in 3 equal annualinstalments commencing from 1 July 2010. The term loan is unsecured and bears interest atSingapore interbank offer rate.

17. DEFERRED TAX LIABILITIES

Fair value of Acceleratedinvestment taxproperties depreciation Total

$ $ $

At 1 January 2006 – 183,396 183,396Charge to profit or loss (Note 22) 51,608 75,437 127,045

At 31 December 2006 51,608 258,833 310,441Charge to profit or loss (Note 22) 91,800 56,828 148,628Effect of change in tax rate (5,161) (25,883) (31,044)

At 31 December 2007 138,247 289,778 428,025(Credit) Charge to profit or loss (Note 22) (7,920) 460,087 452,167

At 31 December 2008 130,327 749,865 880,192

18. SHARE CAPITAL

The Company has one class of ordinary share which has no par value and carries no right to fixedincome.

The Company was incorporated on 18 June 2007. Accordingly, the share capital in the combinedstatements of financial position as at 31 December 2006, 2007 and 2008 represent the share ofthe paid-up capital of the subsidiaries and the Company.

A-32



19. REVENUE

2006 2007 2008

$ $ $

Transportation management services 15,610,943 18,475,185 24,607,221Warehousing and container depot management services 11,852,049 18,685,170 32,428,070

Automotive logistics management services – – 3,083,195

27,462,992 37,160,355 60,118,486

20. OTHER OPERATING INCOME

2006 2007 2008

$ $ $

Interest income from bank deposits 49,475 36,157 13,715Dividend income 275 2,866 355Service income from related parties (Note 5) 516,684 200,505 549,849Gain on disposal of property, plantand equipment 303,226 201,317 113,720

Insurance claims 21,002 18,539 182,465Rental income from investment properties 59,524 66,786 145,565Sales of scrap metal – – 324,991Others 63,145 60,292 130,145

1,013,331 586,462 1,460,805

21. FINANCE COSTS

2006 2007 2008

$ $ $

Interest expense 650,625 1,217,978 1,941,020Less: Interest included in the cost of qualifying assets (Note 11) – (347,609) –

Interest expense charged to profit or loss 650,625 870,369 1,941,020

22. INCOME TAX EXPENSE

2006 2007 2008

$ $ $

Current 373,650 183,378 1,344,180(Over) Under provision in prior years (14,831) 112 –Deferred tax 127,045 117,584 452,167

485,864 301,074 1,796,347

Income tax is calculated at 18% (2007 : 18%; 2006 : 20%) of the estimated assessable profit forthe year.

A-33



22. INCOME TAX EXPENSE (Continued)

The total charge for the year can be reconciled to the accounting profit as follows:

2006 2007 2008

$ $ $


Tax at domestic income tax rate 354,303 382,570 1,583,846Tax effect of expenses non-deductible (allowable) items 8,695 (30,295) 267,401

Deferred tax previously not recognised 158,697 – –Exempt income (21,000) (51,313) (54,900)(Over) Under provision in prior year (14,831) 112 –

Total income tax expense 485,864 301,074 1,796,347

23. PROFIT FOR THE YEAR

Profit for the year has been arrived at after charging:2006 2007 2008

$ $ $

Directors’ remuneration 453,922 562,617 623,871Retirement benefit scheme contributions includedin employee benefits expense 583,069 777,893 989,562

Allowance for doubtful trade receivables 124,708 87,494 91,052Fair value loss on held-for-trading investments – 9,512 3,130

24. EARNINGS PER SHARE

Earnings per share for the Relevant Periods have been calculated based on the profit attributableto the equity holders of the Company for each of the year and pre-invitational share capital of273,000,000 shares.

25. DIVIDENDS

For the year ended 31 December 2006, SHCL declared an interim one-tier tax exempt dividend of$3.3333 per ordinary share totalling $1,000,000 in respect of the year ended 31 December 2006.

For the year ended 31 December 2007, SHCL declared an interim one-tier tax exempt dividend of$1.6667 per ordinary share totalling $500,000 in respect of the year ended 31 December 2007.

For the year ended 31 December 2008, SHCL declared an interim one-tier tax exempt dividend of$5 per ordinary share totalling $1,500,000 in respect of the year ended 31 December 2008.

A-34



26. SEGMENT INFORMATION

Services from which reportable segments derive their revenue

For the purpose of the resource allocation and assessment of segment performance, the Group’schief operating decision makers have focused on the business operating units which in turn, aresegregated based on their services. This forms the basis of identifying the operating segments ofthe Group under FRS 108.

Operating segments are aggregated into a single reportable operating segment if they have similareconomic characteristics and are similar in respect of nature of services and processes and/or theirreported revenue.

The Group’s reportable operating segments under FRS 108 are as follows:

Segment Principal activities

(a) Transportation management services

(b) Warehousing and container depot management services

(c) Automotive logistics management services

Corporate and others relate to the provision of Group level corporate service and investment inentities that do not constitute an operating segment. Accordingly, corporate and others arepresented as a reconciliation to the segment information presented.

Segment revenue represents revenue generated from external and internal customers. Segmentprofits represent the profit earned by each segment after allocating central administrative costs andfinance costs. This is the measure reported to the chief operating decision makers for the purposeof resource allocation and assessment of segment performance.

For the purpose of monitoring segment performance and allocating resources, the chief operatingdecision makers monitor the tangible and financial assets attributable to each segment. All assetsare allocated to reportable segments. Assets, if any, used jointly by reportable segments areallocated on the basis of the revenue earned by individual reportable segments.

Information regarding the Group’s reportable segments is presented in the tables below.

A-35

Provision for dry hubbing logistics solutionsand transportation services locally for ladenand empty containers and other cargoes.

Rental to warehouses and provision ofwarehousing services including packing,drumming and other related ancilliary storageservices. Provision of storage of unladenshipping containers and maintenance andrepair works on the containers.

Processing, transportation, storage and motorvehicles and port and customs clearance,vehicular transportation, warehousing anddelivery of such motor vehicles, exportprocessing zone operations such asderegistration and export of second handvehicles.

CO

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se

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serv

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ot

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atio

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$$

$$

$$

2006

Rev

enue

15,6

10,9

4311

,852

,049

– –

– 27

,462

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Inte

r-se

gmen

t re

venu

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9,60

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(279

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15,8

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––

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inco

me

558,

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332,

382

– 12

2,94

4–

1,01

3,33

1C

ost

of s

ervi

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(7,3

81,7

65)

(6,9

12,4

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– –

– (1

4,29

4,17

6)E

mpl

oyee

ben

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exp

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(5,2

01,2

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(2,0

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57)

– –

– (7

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)D

epre

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(1,3

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(1,4

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– –

– (2

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– –

258,

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– 25

8,03

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(1,0

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– –

– (1

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inan

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(214

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)(4

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– –

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372,

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– 37

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–(8

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Pro

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ar99

4,28

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4,07

7–

286,

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A-36

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$$

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2007

Rev

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18,4

75,1

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– –

– 37

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Inte

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(279

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18,7

54,7

8518

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– –

(279

,600

)37

,160

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Oth

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ting

inco

me

339,

093

117,

425

– 12

9,94

4–

586,

462

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ser

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s(9

,613

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)(1

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5,39

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– –

(20,

489,

176)

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its e

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,891

,277

)(3

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)–

– –

(9,1

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40)

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)–

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(3,0

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(262

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– –

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(18,

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Pro

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x56

5,04

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218,

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– 62

1,07

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5,38

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4,30

41,

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1,82

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A-37

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$$

$$

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2008

Rev

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24,6

07,2

2132

,428

,070

3,08

3,19

5–

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,118

,486

Inte

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9,60

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976,

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)–

24,8

86,8

2132

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4,05

9,81

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(1,2

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18,4

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inco

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397,

856

396,

748

51,7

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4,41

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0,80

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of s

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(12,

198,

468)

(17,

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778,

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4,59

2,24

61,

451,

761

468,

858

(1,2

88,3

03)

7,00

2,79

9

A-38



26. SEGMENT INFORMATION (Continued)

Segment assets, liabilities and other segment information

Warehousingand container Automotive

Transportation depot logistics Corporatemanagement management management and

services services services others Total

$ $ $ $ $2006

AssetsSegment assets 19,654,371 14,483,011 – 1,625,461 35,762,843Investment in associate 18,865 – – – 18,865

Total assets 19,673,236 14,483,011 – 1,625,461 35,781,708

LiabilitiesSegment liabilities 6,454,449 4,901,212 – – 11,355,661Loans and borrowings 5,094,303 8,445,902 – – 13,540,205Income tax payable 628,636 489,112 – – 1,117,748Deferred tax liabilities 189,389 69,444 – 51,608 310,441

Total liabilities 12,366,777 13,905,670 – 51,608 26,324,055

Net assets 7,306,459 577,341 – 1,573,853 9,457,653

Capital expenditure 2,612,795 2,008,236 – – 4,621,031

2007

AssetsSegment assets 33,216,291 33,704,065 – 2,125,950 69,046,306

Total assets 33,216,291 33,704,065 – 2,125,950 69,046,306

LiabilitiesSegment liabilities 9,858,600 10,115,294 – – 19,973,894Loans and borrowings 16,464,939 20,558,083 – – 37,023,022Income tax payable 414,894 424,504 – – 839,398Deferred tax liabilities 158,703 131,075 – 138,247 428,025

Total liabilities 26,897,136 31,228,956 – 138,247 58,264,339

Net assets 6,319,155 2,475,109 – 1,987,703 10,781,967

Capital expenditure 6,085,983 22,278,967 – – 28,364,950

A-39




Segment assets, liabilities and other segment information (Continued)




$ $ $ $ $2008

AssetsSegment assets 31,850,412 39,201,104 3,969,699 2,114,820 77,136,035

Total assets 31,850,412 39,201,104 3,969,699 2,114,820 77,136,035

LiabilitiesSegment liabilities 8,814,905 11,425,209 3,077,815 – 23,317,929Loans and borrowings 5,164,400 29,459,878 – – 34,624,278Income tax payable 875,583 1,055,676 97,611 – 2,028,870Deferred tax liabilities 273,280 367,235 109,351 130,326 880,192

Total liabilities 15,128,168 42,307,998 3,284,777 130,326 60,851,269

Net assets (liabilities) 16,722,244 (3,106,894) 684,922 1,984,494 16,284,766

Capital expenditure 2,089,725 8,006,331 1,086,557 – 11,182,613

Geographical segment information

The Group’s operations are carried out solely in Singapore. Accordingly, no geographical segmentinformation is presented.

Major customers information

For the year ended 31 December 2006, revenue from one customer from the transportationmanagement services and warehousing and container depot management services segmentsrepresents $2,962,693 of the Group’s total revenue.

For the year ended 31 December 2007, there was no single customer which accounted for 10% ormore of the Group’s revenue.

For the year ended 31 December 2008, revenue from one customer from the transportationmanagement services and warehousing and container depot management services segmentsrepresents $12,737,214 of the Group’s total revenue.

A-40



27. OPERATING LEASE ARRANGEMENTS

The Group as lessee2006 2007 2008

$ $ $Minimum lease payments under operatingleases recognised as an expense in the year 3,602,305 5,825,492 9,845,421

At the end of the reporting period, the commitments in respect of operating leases for rental of landand warehouse premises with a term of more than one year were as follows:

2006 2007 2008

$ $ $Future minimum lease payable:Within one year 4,432,258 7,762,989 10,628,012In the second to fifth years inclusive 15,418,907 22,095,601 27,140,484After fifth year 14,324,788 11,376,440 18,194,048

34,175,953 41,235,030 55,962,544

Operating lease payments represent rentals payable by the Group for certain of its land andwarehouse premises. Leases are negotiated for an average term of seven years, except for leaseswith Jurong Town Corporation which are negotiated for an average of 20 or 30 years. Rentals arefixed for an average of two years.

The Group as lessor

The Group rents out its investment properties and warehouse premises for storage to generateinvestment properties rental income and warehouse rental income respectively.

At the end of the reporting period, the Group has contracted with tenants for the following futureminimum lease payments:

2006 2007 2008

$ $ $

Within one year 1,518,522 2,698,164 7,150,573In the second to fifth years inclusive 1,051,530 1,819,229 4,635,303

2,570,052 4,517,393 11,785,876

Operating lease income represents rental receivable from the Group’s investment properties andwarehouse premises. Leases are committed for an average term of 2.4 years and rental income isfixed for an average of 2.4 years.

A-41



28 ACQUISITION OF SUBSIDIARIES

On 31 July 2008, the Group acquired CIG and its subsidiary, CAL. CIG and CAL are consolidatedas subsidiaries of the Group accordingly thereafter.

The carrying amounts of net assets which approximate their fair values acquired are as follows:

$

Current assets 2,663,205Non-current assets 838,784Current liabilities (1,558,582)Non-current liabilities (91,192)

Net assets 1,852,215Excess of fair values of net identifiableassets over cost of acquisition (52,215)

Consideration 1,800,000 (1)

Cash and bank balances acquired 505,495

The acquisition contributed $3,083,195 to the Group’s revenue and $734,591 on to the Group’sprofit before tax for the period between the date of acquisition and the end of the reporting periodas at 31 December 2008.

If the acquisitions were completed on 1 January 2008, total Group’s revenue for the year wouldhave been $64,622,726 and profit for the year would have been $6,680,335.

(1) Refer to Note 1(c).

29 COMMITMENTS

2006 2007 2008

$ $ $(a) Capital commitments

Capital expenditure in respect ofacquisition of property, plant and equipment contracted but notprovided in the combined financial statements 18,673,801 1,422,088 89,690

(b) Other commitments

Bankers’ guarantees (secured) 2,012,187 1,986,687 2,895,780

A-42



30. SUBSEQUENT EVENTS

Subsequent to 31 December 2008, except as disclosed in other notes to the combined financialstatements, the subsequent events of the Group are as follows:

(A) The subsidiaries of the Group entered into the following with third parties:

(a) Agreement to sell and leaseback the leasehold property at 7 Penjuru Close,Singapore 608779;

(b) Option to dispose the leasehold property at 19 Tuas Avenue 20, Singapore 638830 for$6,300,000; and

(c) Agreement to dispose the investment property at 200 Jalan Sultan #12-09, Singapore199018 for $400,000.

(B) A subsidiary declared an interim one-tier tax exempt dividend of $16.6667 per ordinary sharetotalling $5,000,000 in respect of the year ending 31 December 2009.

(C) A subsidiary entered into a conditional sale and purchase agreement with a related party toacquire the properties at 11 Jalan Terusan and Jurong Port Road, and motor vehicles andoffice and warehouse equipment for an aggregate consideration of $5,500,000. Thecompletion of the sale and purchase agreement is conditional upon approval from JurongTown Corporation for the reassignment of the land leases to the subsidiary.

(D) A claim for loss in value of vehicles was filed with the High Court against a subsidiary for lienover vehicles stored at the subsidiary’s warehouse. Management is currently contestingagainst the claim. The Court proceedings are on-going at the date of this report and due tothe uncertainties involved in the outcome of the case, the Group’s legal representative andmanagement are unable to reasonably estimate the amount of potential loss, should therebe any.

(E) At an extraordinary meeting held on 18 January 2010, the Shareholders approved, amongother things the following:

(a) the consolidation of every two Shares of the issued share capital into one Share (the“Consolidation”);

(b) the sub-division of each ordinary Share (“Share”) in the issued share capital into 273Shares (the “Subdivision”);

(c) the conversion of the Company into a public limited company and the change of nameto “Cogent Holdings Limited”;

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

(e) the allotment and issue of the invitation Shares which are the subject of the Invitation.The invitation Shares, when issued and fully paid-up, will rank pari passu in allrespects with the existing issued and fully paid-up Shares;

A-43



30. SUBSEQUENT EVENTS (Continued)

(f) the adoption of the Cogent Holdings Employee Share Option Scheme and theadoption of the Cogent Holdings Performance Share Plan and the authorisation of thedirectors, pursuant to Section 161 of the Companies Act, to allot and issue Sharesupon the exercise of options granted under the Cogent Holdings Employee ShareOption Scheme;

(g) the authorisation be given to the directors, pursuant to Section 161 of the CompaniesAct, to allot and issue:

(i) shares in our Company (whether by way of rights, bonus or otherwise); and

(ii) any offer, agreements or options (collectively, “Instruments”) that might orwould require shares to be issued, including but not limited to the creation andissue of (as well as adjustments to) warrants, debentures or other instrumentconvertible into Shares at any time and upon such terms and conditions and forsuch purposes and to such persons as the Directors shall in their absolutediscretion deem fit,

provided that:

(i) the aggregate number of Shares to be issued pursuant to such authority(including Shares to be issued to in pursuance of Instruments made or grantedpursuant to such authority) (the “Shares Issues”) shall not exceed 50.0% of thetotal number of shares in the post-Invitation issued share capital of theCompany (excluding treasury shares), of which the aggregate number ofShares to be issued other than on a pro rata basis to the then existingshareholders of our Company shall not exceed 20.0% of the number of Sharesin the post-invitation issued share capital of our Company (excluding treasuryshares);

(ii) the aggregate number of Shares to be issued pursuant to such authority by wayof a renounceable issue on a pro rata basis to shareholders of our Company(including Shares to be issued in pursuance of Instruments made or grantedpursuant to such authority) (the “Renounceable Rights Issues”) does notexceed 100% of the number of shares in the post-invitation issued share capitalof the Company (excluding treasury shares); and

(iii) the number of Shares to be issued pursuant to the Shares Issue and theRenounceable Rights Issues shall not, in aggregate exceed 100% of the totalnumber of issued Shares (excluding treasury shares).

for the purpose of determining whether the aggregate number of Shares exceeds the100% limit, the percentage of issued Shares (excluding treasury shares) shall bebased on the total number of Shares issued pursuant to such authority (unless theSGX-ST’s prevailing regulations and requirements otherwise provide).

A-44




(h) that without prejudice to the generality of, and pursuant and subject to the approval ofthe general mandate to issue Shares set out in (g) above, authority be given to thedirectors of the Company to issue Shares other than on a pro rata basis toshareholders of the Company, at a discount not exceeding 20.0% to the weightedaverage price of the Shares for trades done on the SGX-ST for the full market day onwhich the placement or subscription agreement is signed (or if not available, theweighted average price based on the trades done on the preceding market day), atany time and upon such terms and conditions and for such purposes and to suchpersons as the directors may in their absolute discretion deem fit,

provided that:

(i) in exercising the authority conferred by this resolution (g), the Company shallcomply with the requirements imposed by the SGX-ST from time to time andthe provisions of the Listing Manual for the time being in force (in each case,unless such compliance has been waived by the SGX-ST), all applicable legalrequirements under the Companies Act and otherwise, and the Articles ofAssociation for the time being of the Company; and

(ii) (unless revoked or varied by the Company in general meeting) the authorityconferred by this resolution (g) shall continue in force until the conclusion of thenext Annual General Meeting of the Company or the date by which the nextAnnual General Meeting of the Company is required by law to be held,whichever is the earlier.

Unless revoked or varied by our Company in general meeting, such authority shallcontinue in full force until the conclusion of the next Annual General Meeting of theCompany or the date by which the next Annual General Meeting is required by law orby the Articles of Association to be held, whichever is earlier, except that the directorsshall be authorised to allot and issue new Shares pursuant to the Shares Issues andthe Renounceable Rights Issues notwithstanding that such authority has ceased.

For the purposes of this resolution and pursuant to Rules 806(3) and 806(4) of theListing Manual, “post-invitation issued share capital” shall mean the enlarged issuedshare capital of the Company after the invitation (excluding treasury shares), afteradjusting for (i) new Shares arising from the conversion or exercise of any convertiblesecurities; (ii) new Shares arising from exercising of any convertible securities or shareoptions or vesting of share awards outstanding or subsisting at the time such authorityis given, providing the options or awards were granted in compliance with the ListingManual; and (iii) any subsequent bonus issue, consolidation or sub-division of Shares.

A-45


STATEMENT OF DIRECTORS

In the opinion of the directors, the combined financial statements set up on pages A-3 to A-45 are drawnup so as to give a true and fair view of the state of affairs of the Group as at 31 December 2006, 2007and 2008, and of the results, changes in equity and cash flows of the Group for the years ended 31December 2006, 2007 and 2008 and at the date of this statement, there are reasonable grounds tobelieve that the Group will be able to pay its debts when they fall due.

ON BEHALF OF THE DIRECTORS

Tan Yeow Khoon

Tan Yeow Lam

9 February 2010

A-46

APPENDIX B – INDEPENDENT AUDITORS' REVIEW REPORT ANDCOMBINED INTERIM CONDENSED FINANCIAL STATEMENTS FOR THE

SIX MONTHS ENDED 30 JUNE 2009

INDEPENDENT AUDITORS’ REVIEW REPORT ON THE COMBINED INTERIM CONDENSEDFINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2009

9 February 2010


Dear Sirs

We have reviewed the combined interim condensed financial statements of Cogent Holdings Limited (the“Company”) and its subsidiaries (the “Group”) which comprise the combined statement of financialposition of the Group as at 30 June 2009, and the related combined statement of comprehensive income,combined statement of changes in equity and combined statement of cash flows of the Group for the sixmonths from 1 January 2009 to 30 June 2009, and selected explanatory notes as set out on pages B-3 toB-16.

Responsibility for the Combined Interim Condensed Financial Statements

Management is responsible for the preparation and presentation of this combined interim condensedfinancial statements in accordance with the Singapore Financial Reporting Standard 34, Interim FinancialReporting (“FRS 34”). Our responsibility is to express a conclusion on this combined interim condensedfinancial statements based on our review.

Scope of Review

We conducted our review in accordance with the Singapore Standard on Review Engagements 2410,Review of Interim Financial Information Performed by the Independent Auditor of the Entity. A review ofthe combined interim condensed financial statements consists of making inquiries, primarily of personsresponsible for financial and accounting matters, and applying analytical and other review procedures. Areview is substantially less in scope than an audit conducted in accordance with Singapore Standards onAuditing and consequently does not enable us to obtain assurance that we would become aware of allsignificant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

B-1

Opinion

Based on our review, nothing has come to our attention that causes us to believe that the accompanyingcombined interim condensed financial statements is not prepared, in all material respects, in accordancewith FRS 34.

We have not carried out an audit or review in accordance with Singapore Standards on Auditing orSingapore Standards on Review Engagements on the combined interim condensed financial informationfor the six months ended 30 June 2008 and accordingly, we do not express any such assurance on thecombined interim condensed financial information for this period.

This report has been prepared solely in connection with the proposed listing of Cogent Holdings Limitedon the Singapore Exchange Securities Trading Limited. This report is made solely to you, as a body andfor no other purpose. We do not assume responsibility towards or accept liability to any other person forthe contents of this report.

Yours faithfully

Deloitte & Touche LLPPublic Accountants andCertified Public Accountants Singapore


B-2


COMBINED STATEMENT OF FINANCIAL POSITIONAs at 30 June 2009

As at As at30 June 31 December

Note 2009 2008

$ $(Reviewed) (Audited)

ASSETS

Current assetsCash and bank balances 13,935,395 5,324,072Trade receivables 13,365,165 16,075,416Other receivables 3,115,315 2,908,496Held-for-trading investments 15,972 22,820

30,431,847 24,330,804Investment property held-for-sale 8 – 1,500,000

Total current assets 30,431,847 25,830,804

Non-current assetsProperty, plant and equipment 7 48,915,132 50,713,231Investment property 8 400,000 556,000Other investment 36,000 36,000

Total non-current assets 49,351,132 51,305,231

Total assets 79,782,979 77,136,035


Current liabilitiesBank overdrafts and loans 9 4,710,092 23,139,917Current portion of finance leases 10 1,920,651 2,239,890Trade payables 6,281,547 6,049,790Other payables 13,539,147 17,268,139Income tax payable 2,018,679 2,028,870

Total current liabilities 28,470,116 50,726,606

Non-current liabilitiesBank loans 9 28,286,652 7,887,261Finance leases 10 1,002,289 1,357,210Loan from related party 11 6,000,000 – Deferred tax liabilities 1,003,728 880,192

Total non-current liabilities 36,292,669 10,124,663

Capital and reservesShare capital 500,000 500,000Accumulated profits 14,520,194 15,784,766

Total equity 15,020,194 16,284,766

Total liabilities and equity 79,782,979 77,136,035

See accompanying notes to combined interim condensed financial statements.

B-3


COMBINED STATEMENT OF COMPREHENSIVE INCOMEFor the six months ended 30 June 2009

1 January 1 January 2009 to 2008 to30 June 30 June

Note 2009 2008

$ $(Reviewed) (Unaudited)

Revenue 29,417,203 27,432,391

Other operating income 706,643 427,840

Cost of services (13,953,024) (14,796,814)

Employee benefits expense (5,794,490) (6,101,811)

Depreciation (2,797,683) (1,928,357)

Changes in fair value of investment property 8 (156,000) –

Other operating expenses (1,864,235) (1,635,278)

Finance costs (887,821) (893,080)

Profit before tax 4,670,593 2,504,891

Income tax expense 12 (935,165) (532,672)

Profit for the period 3,735,428 1,972,219

Other comprehensive income for the period – –

Total comprehensive income for the period 3,735,428 1,972,219

Basic and diluted earnings per share (cents) 13 1.4 0.7


B-4


COMBINED STATEMENT OF CHANGES IN EQUITYFor the six months ended 30 June 2009

Share Accumulated Note capital profits Total

$ $ $

Reviewed

At 1 January 2009 500,000 15,784,766 16,284,766

Dividends 14 – (5,000,000) (5,000,000)

Total comprehensive income for the period – 3,735,428 3,735,428

At 30 June 2009 500,000 14,520,194 15,020,194

Unaudited

At 1 January 2008 500,000 10,281,967 10,781,967

Total comprehensive income for the period – 1,972,219 1,972,219

At 30 June 2008 500,000 12,254,186 12,754,186


B-5


COMBINED STATEMENT OF CASH FLOWSFor the six months ended 30 June 2009

1 January 1 January 2009 to 2008 to 30 June 30 June

2009 2008


Operating activitiesProfit before tax 4,670,593 2,504,891Adjustments for:Depreciation 2,797,683 1,928,357Interest expense 887,821 893,080Interest income (4,914) (2,271)Change in fair value of investment property 156,000 – Allowance for doubtful trade receivables 75,531 – Fair value loss on held-for-trading investments 6,848 – Gain on disposal of property, plant and equipment (97,357) (25,452)

Operating cash flows before movements in working capital 8,492,205 5,298,605Trade receivables 2,634,720 (3,138,948)Other receivables (206,819) 62,959Trade payables 231,757 1,481,144Other payables 2,050,688 3,785,631

Cash generated from operations 13,202,551 7,489,391

Income tax (paid) refund (821,820) 67,812

Net cash from operating activities 12,380,731 7,557,203

Investing activitiesInterest received 4,914 2,271Proceeds from disposal of investment property 1,500,000 – Proceeds from sale of other investment – (36,000)Purchase of property, plant and equipment (493,967) (3,436,169)Proceeds from disposal of property, plant and equipment 275,927 47,396

Net cash from (used in) investing activities 1,286,874 (3,422,502)

B-6


COMBINED STATEMENT OF CASH FLOWS (Continued)For the six months ended 30 June 2009


2009 2008


Financing activitiesDividends paid (1,500,000) – Interest paid (887,821) (893,080)Obligations under finance leases (1,358,347) (592,959)Amount due from directors (3,297,765) (22,207)Amount due to (from) related parties 18,085 (528,742)New bank borrowings raised 4,921,878 451,116Repayment of bank loans (839,735) (581,532)Pledged deposits 105,120 –

Net cash used in financing activities (2,838,585) (2,167,404)

Net increase in cash and cash equivalents 10,829,020 1,967,297Cash and cash equivalents at beginning of the period 1,210,680 (5,358,740)

Cash and cash equivalents at end of year (Note A) 12,039,700 (3,391,443)

Note A

Cash and cash equivalents comprise:As at As at

30 June 30 June2009 2008


Cash and bank balances 13,935,395 1,740,528Less: Bank overdrafts (1,571,792) (4,814,827)

12,363,603 (3,074,299)Less: Pledged deposits (323,903) (317,144)

Cash and cash equivalents 12,039,700 (3,391,443)


B-7


NOTES TO THE COMBINED INTERIM CONDENSED FINANCIAL STATEMENTS

1. GENERAL

The Company (Registration No. 200710813D) is incorporated in Singapore with its registered officeand principal place of business at 7 Penjuru Close #05-00, Singapore 608779. The combinedinterim condensed financial statements are expressed in Singapore dollars.

The principal activity of the Company is that of an investment holding company.

The Group is principally involved in the provision of warehousing and related services, containerrelated services and transportation services.

The combined interim condensed financial statements of the Group for the six months ended 30June 2009 were authorised for issue by the Board of Directors on 9 February 2010.

2. BASIS OF PREPARATION

The combined interim condensed financial statements have been prepared using accountingpolicies consistent with the Singapore Financial Reporting Standards and in accordance withSingapore Financial Reporting Standard 34, Interim Financial Reporting (“FRS 34”).

3. SIGNIFICANT ACCOUNTING POLICIES

The combined interim condensed financial statements have been prepared in accordance with thehistorical cost basis, except held-for-trading investments, investment property held-for-sale andinvestment property.

The same accounting policies, presentation and methods of computation are followed in thesecombined interim condensed financial statements as were applied in the preparation of the Group’scombined financial statements for the year ended 31 December 2008.

4. OPERATIONS IN THE INTERIM PERIOD

The Group typically does not experience any significant seasonality trends in its results.Nevertheless, the revenue for the last quarter of the year will generally be higher than otherquarters as there are more business activities during festive season. Revenue during the firstquarter will generally be lower compared to other quarters due to slower business activities.

5. RELATED PARTY TRANSACTIONS

Related parties are entities with common direct or indirect shareholders and/or directors. Partiesare considered to be related if one party has the ability to control the other party or exercisesignificant influence over the other party in making financial and operating decisions.

Some of the transactions and arrangements of the Group are with related parties and the effects ofthese transactions on the basis determined between the parties are reflected in these combinedfinancial statements. The related party balances are unsecured, interest-free and repayable ondemand unless otherwise stated.

B-8



5. RELATED PARTY TRANSACTIONS (Continued)

During the period, except as disclosed stated in the other notes to the combined interimcondensed financial statements, the Group entities entered into the following significanttransactions with related parties:


2009 2008


Entities with common directors:

Warehousing and related services income 762,315 1,566,553Management fees (1,706,200) (1,019,439)Service income – 360,696Warehousing and related service expense (188,795) –

6. FINANCIAL RISK MANAGEMENT POLICIES

As at 31 December 2008, the Group has a net current liabilities of $24,895,802. As at 30 June2009, the Group has a net current assets of $1,961,731. This was mainly due to the refinancingand conversion of the bank overdrafts of $18,396,665 drawn on the construction-in-progress to a12 years term loan (Note 9) and the conversion of an amount due to a related party of $6,000,000which was repayable on demand to a term loan repayable in three equal annual instalmentcommencing from 1 July 2010 (Note 11).

The Group’s overall capital risk management remains unchanged from the last audited financialyear.

7. PROPERTY, PLANT AND EQUIPMENT

During the six months ended 30 June 2009, the Group acquired $1,235,424 of property, plant andequipment, of which $741,457 were acquired under finance leases.

As at 30 June 2009, property, plant and equipment (excluding motor vehicles) of the Group withcarrying amount of $33,162,260 (31 December 2008 : $33,964,838) is pledged as security for bankfacilities disclosed in Note 9 to the combined interim condensed financial statements. As at 30June 2009, motor vehicles with carrying amount of $5,496,039 (31 December 2008 : $5,613,503)are under finance lease arrangements disclosed in Note 10 to the combined interim condensedfinancial statements.

8. INVESTMENT PROPERTY

The disposal of the investment property at 20/20A Tanjong Pagar, Singapore 088443 wascompleted during the six months ended 30 June 2009.

The investment property at 200 Jalan Sultan #12-09, Singapore 199018 is stated at fair valuewhich is also the net recoverable amount. Subsequent to 30 June 2009, the Group entered into anoption to dispose the property for a consideration of $400,000 (Note 17).

B-9



9. BANK OVERDRAFTS AND LOANS

Bank overdrafts of $18,474,787 drawn on the construction-in-progress during the year ended 31December 2008 has been refinanced and converted into a 12 years term loan. The term loanbears interest at 0.5%, 1.0% and 1.5% over the bank’s commercial financing rate in the first year,second year and thereafter respectively.

The bank loans and overdrafts are secured by certain property, plant and equipment, investmentproperty, assignment of trade receivables of $3,651,159 as at 30 June 2009 (31 December 2008 : $8,042,354) and personal guarantees from directors of certain subsidiaries.

The carrying amounts of the Group’s borrowings approximate their fair values.

10. FINANCE LEASES

During the six months ended 30 June 2009, the Group has entered into new finance leaseagreements amounting to $741,457.

The Group’s obligations under finance leases are secured by its property, plant and equipment(Note 7).

11. LOAN FROM RELATED PARTY

An amount of $6,000,000 due to related party which was repayable on demand was converted intoa loan repayable in 3 equal annual instalments commencing from 1 July 2010. The loan from therelated party is unsecured and bears interest at Singapore interbank offer rate per annum.

The carrying amount of the loan from related party approximates its fair value.

12. INCOME TAX EXPENSE

The interim period income tax expense is accrued based on the estimated average annual effectiveincome tax rate of the respective entities. The statutory income tax rate has decreased to 17% forthe six months ended 30 June 2009.

13. EARNINGS PER SHARE

For illustrative purpose, the calculation of basic and diluted earnings per share is based on theprofit attributable to the equity holders of the Company for each of the periods ended 30 June 2009and 2008 and the pre-invitational share capital of 273,000,000 shares.

14. DIVIDENDS

For the six months ended 30 June 2009, a subsidiary declared an interim one-tier tax exemptdividend of $16.6667 per ordinary share totalling $5,000,000 in respect of the financial year ending31 December 2009.

15. SEGMENT INFORMATION

Services from which reportable segments derive their revenue

For the purpose of the resource allocation and assessment of segment performance, the Group’schief operating decision makers have focused on the business operating units which in turn, aresegregated based on their services. This forms the basis of identifying the operating segments ofthe Group under FRS 108 – Operating Segments (“FRS 108”).

B-10




Operating segments are aggregated into a single reportable operating segment if they have similareconomic characteristics and are similar in respect of nature of services and processes and/or theirreported revenue.

The Group’s reportable operating segments under FRS 108 are as follows:

Segment Principal activities

(a) Transportation management Provision for dry hubbing logistics solutions andservices transportation services locally for laden and empty

containers and other cargoes.

(b) Warehousing and container Rental to warehouses and provision ofdepot management service warehousing services including packing, drumming

and other related ancilliary storage services.Provision of storage of unladen shipping containersand maintenance and repair works on thecontainers.

(c) Automotive logistics management Processing, transportation, storage and motorservices vehicles and port and customs clearance, vehicular

transportation, warehousing and delivery of suchmotor vehicles, export processing zone operationssuch as deregistration and export of second handvehicles.

Corporate and others relate to the provision of Group level corporate service and investment inentities that do not constitute an operating segment. Accordingly, corporate and others arepresented as a reconciliation to the segment information presented.

Segment revenue represents revenue generated from external and internal customers. Segmentprofits represent the profit earned by each segment after allocating central administrative costs andfinance costs. This is the measure reported to the chief operating decision makers for the purposeof resource allocation and assessment of segment performance.

For the purpose of monitoring segment performance and allocating resources, the chief operatingdecision makers monitor the tangible and financial assets attributable to each segment. All assetsare allocated to reportable segments. Assets, if any, used jointly by reportable segments areallocated on the basis of the revenue earned by individual reportable segments.

B-11




Information regarding the Group’s reportable segments is presented in the tables below.

Segment revenue and profit or loss


Transportation depot logistics Corporate Inter-management management management and segment

services services services others eliminations Total

$ $ $ $ $ $

Six months ended 30 June 2009 (Reviewed)

Revenue 8,907,256 16,373,566 4,136,381 – – 29,417,203Inter-segment revenue 520,939 922,902 65,633 – (1,509,474) –

9,428,195 17,296,468 4,202,014 – (1,509,474) 29,417,203

Other operating income 92,483 400,529 149,278 64,353 – 706,643Cost of services (3,395,209) (8,747,318) (1,810,497) – – (13,953,024)Employee benefits expense (2,525,140) (2,276,098) (993,252) – – (5,794,490)Depreciation (874,552) (1,825,829) (97,302) – – (2,797,683)Change in fair value of investment property – – – (156,000) – (156,000)

Other operating expenses (363,105) (1,125,217) (375,913) – – (1,864,235)Finance costs (204,391) (659,480) (23,950) – – (887,821)

Profit (loss) before tax 2,158,281 3,063,055 1,050,378 (91,647) (1,509,474) 4,670,593Income tax expense (327,612) (465,153) (159,169) 16,769 – (935,165)

Profit (loss) for the period 1,830,669 2,597,902 891,209 (74,878) (1,509,474) 3,735,428

Six months ended 30 June 2008 (Unaudited)

Revenue 12,503,045 14,929,346 – – – 27,432,391Inter-segment revenue 139,800 – – – (139,800) –

12,642,845 14,929,346 – – (139,800) 27,432,391

Other operating income 137,410 243,930 – 46,500 – 427,840Cost of services (6,578,135) (8,218,679) – – – (14,796,814)Employee benefits expense (3,918,278) (2,183,533) – – – (6,101,811)Depreciation (941,028) (987,329) – – – (1,928,357)Other operating expenses (485,005) (1,150,273) – – – (1,635,278)Finance costs (135,210) (757,870) – – – (893,080)

Profit (loss) before tax 722,599 1,875,592 – 46,500 (139,800) 2,504,891Income tax expense (145,489) (377,633) – (9,550) – (532,672)

Profit (loss) for the period 577,110 1,497,959 – 36,950 (139,800) 1,972,219

B-12




Segment assets, liabilities and other segment information




$ $ $ $ $As at 30 June 2009 (Reviewed)

AssetsSegment assets 26,606,309 47,533,222 5,191,476 451,972 79,782,979

Total assets 26,606,309 47,533,222 5,191,476 451,972 79,782,979

LiabilitiesSegment liabilities 6,009,227 10,749,672 3,061,795 – 19,820,694Loans and borrowings 7,373,603 34,353,103 192,978 – 41,919,684Income tax payable 690,365 1,230,704 97,610 – 2,018,679Deferred tax liabilities 283,597 505,565 109,351 105,215 1,003,728


Net assets 12,249,517 694,178 1,729,742 346,757 15,020,194

Capital expenditure 770,049 144,120 321,255 – 1,235,424

As at 31 December 2008 (Audited)

AssetsSegment assets 31,850,412 39,201,104 3,969,699 2,114,820 77,136,035

Total assets 31,850,412 39,201,104 3,969,699 2,114,820 77,136,035

LiabilitiesSegment liabilities 8,814,905 11,425,209 3,077,815 – 23,317,929Loans and borrowings 5,164,400 29,459,878 – – 34,624,278Income tax payable 875,583 1,055,676 97,611 – 2,028,870Deferred tax liabilities 273,280 367,235 109,351 130,326 880,192


Net assets (liabilities) 16,722,244 (3,106,894) 684,922 1,984,494 16,284,766

Capital expenditure 2,089,725 8,006,331 1,086,557 – 11,182,613

Geographical segment information

The Group’s operations are carried out solely in Singapore. Accordingly, no geographical segmentinformation is presented.

B-13




Major customers information

The Group generated the following revenue from their major customers from the respectivesegments:

For the six months ended 30 June 2009, revenue from one customer from the transportationmanagement services and warehousing and container depot management services segmentsrepresents $6,327,345 of the Group’s total revenue.

For the six months ended 30 June 2008, revenue from one customer from the transportationmanagement services and warehousing and container depot management services segmentsrepresents $6,588,375 of the Group’s total revenue.

16. CONTINGENT LIABILITY

During the six months ended 30 June 2009, a claim for loss in value of vehicles was filed with theHigh Court against a subsidiary for lien over vehicles stored at the subsidiary’s warehouse.Management is currently contesting against the claim. The Court proceedings are on-going at thedate of this report and due to the uncertainties involved in the outcome of the case, the Group’slegal representative and management are unable to reasonably estimate the amount of potentialloss, should there be any.

17. SUBSEQUENT EVENTS

Subsequent to 30 June 2009,

(A) The subsidiaries of the Group entered into the followings with third parties:

(a) Agreement to sell and leaseback the leasehold property at 7 Penjuru Close,Singapore 608779;

(b) Option to dispose the leasehold property at 19 Tuas Avenue 20, Singapore 638830 for$6,300,000; and

(c) Agreement to dispose the investment property at 200 Jalan Sultan #12-09, Singapore199018 for $400,000.

(B) A subsidiary entered into a conditional sale and purchase agreement with a related party toacquire the properties at 11 Jalan Terusan and Jurong Port Road, and motor vehicles andoffice and warehouse equipment for an aggregate consideration of $5,500,000. Thecompletion of the sale and purchase agreement is conditional upon approval from JurongTown Corporation for the reassignment of the land leases to the subsidiary.

(C) At an extraordinary meeting held on 18 January 2010, the Shareholders approved, amongother things the following:

(a) the consolidation of every two Shares of the issued share capital into one Share (the“Consolidation”);

(b) the sub-division of each ordinary Share (“Share”) in the issued share capital into 273Shares (the “Subdivision”);

B-14




(c) the conversion of the Company into a public limited company and the change of nameto “Cogent Holdings Limited”;

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

(e) the allotment and issue of the invitation Shares which are the subject of the Invitation.The invitation Shares, when issued and fully paid-up, will rank pari passu in allrespects with the existing issued and fully paid-up Shares;

(f) the adoption of the Cogent Holdings Employee Share Option Scheme and theadoption of the Cogent Holdings Performance Share Plan and the authorisation of thedirectors, pursuant to Section 161 of the Companies Act, to allot and issue Sharesupon the exercise of options granted under the Cogent Holdings Employee ShareOption Scheme;

(g) the authorisation be given to the directors, pursuant to Section 161 of the CompaniesAct, to allot and issue:

(i) shares in our Company (whether by way of rights, bonus or otherwise); and

(ii) any offer, agreements or options (collectively, “Instruments”) that might orwould require shares to be issued, including but not limited to the creation andissue of (as well as adjustments to) warrants, debentures or other instrumentconvertible into Shares at any time and upon such terms and conditions and forsuch purposes and to such persons as the Directors shall in their absolutediscretion deem fit,

provided that:

(i) the aggregate number of Shares to be issued pursuant to such authority(including Shares to be issued to in pursuance of Instruments made or grantedpursuant to such authority) (the “Shares Issues”) shall not exceed 50.0% of thetotal number of shares in the post-Invitation issued share capital of theCompany (excluding treasury shares), of which the aggregate number ofShares to be issued other than on a pro rata basis to the then existingshareholders of our Company shall not exceed 20.0% of the number of Sharesin the post-invitation issued share capital of our Company (excluding treasuryshares);

(ii) the aggregate number of Shares to be issued pursuant to such authority by wayof a renounceable issue on a pro rata basis to shareholders of our Company(including Shares to be issued in pursuance of Instruments made or grantedpursuant to such authority) (the “Renounceable Rights Issues”) does notexceed 100% of the number of shares in the post-invitation issued share capitalof the Company (excluding treasury shares); and

(iii) the number of Shares to be issued pursuant to the Shares Issue and theRenounceable Rights Issues shall not, in aggregate exceed 100% of the totalnumber of issued Shares (excluding treasury shares).

B-15




for the purpose of determining whether the aggregate number of Shares exceeds the 100% limit,the percentage of issued Shares (excluding treasury shares) shall be based on the total number ofShares issued pursuant to such authority (unless the SGX-ST’s prevailing regulations andrequirements otherwise provide).

(h) that without prejudice to the generality of, and pursuant and subject to the approval ofthe general mandate to issue Shares set out in (g) above, authority be given to thedirectors of the Company to issue Shares other than on a pro rata basis toshareholders of the Company, at a discount not exceeding 20.0% to the weightedaverage price of the Shares for trades done on the SGX-ST for the full market day onwhich the placement or subscription agreement is signed (or if not available, theweighted average price based on the trades done on the preceding market day), atany time and upon such terms and conditions and for such purposes and to suchpersons as the directors may in their absolute discretion deem fit,

provided that:

(i) in exercising the authority conferred by this resolution (g), the Company shallcomply with the requirements imposed by the SGX-ST from time to time andthe provisions of the Listing Manual for the time being in force (in each case,unless such compliance has been waived by the SGX-ST), all applicable legalrequirements under the Companies Act and otherwise, and the Articles ofAssociation for the time being of the Company; and

(ii) (unless revoked or varied by the Company in general meeting) the authorityconferred by this resolution (g) shall continue in force until the conclusion of thenext Annual General Meeting of the Company or the date by which the nextAnnual General Meeting of the Company is required by law to be held,whichever is the earlier.

Unless revoked or varied by our Company in general meeting, such authority shallcontinue in full force until the conclusion of the next Annual General Meeting of theCompany or the date by which the next Annual General Meeting is required by law orby the Articles of Association to be held, whichever is earlier, except that the directorsshall be authorised to allot and issue new Shares pursuant to the Shares Issues andthe Renounceable Rights Issues notwithstanding that such authority has ceased.

For the purposes of this resolution and pursuant to Rules 806(3) and 806(4) of theListing Manual, “post-invitation issued share capital” shall mean the enlarged issuedshare capital of the Company after the invitation (excluding treasury shares), afteradjusting for (i) new Shares arising from the conversion or exercise of any convertiblesecurities; (ii) new Shares arising from exercising of any convertible securities or shareoptions or vesting of share awards outstanding or subsisting at the time such authorityis given, providing the options or awards were granted in compliance with the ListingManual; and (iii) any subsequent bonus issue, consolidation or sub-division of Shares.

18. COMPARATIVE FIGURES

The comparative figures for the six months ended 30 June 2008 have not been audited norreviewed.

B-16


STATEMENT OF DIRECTORS

In the opinion of the directors, the combined interim condensed financial statements of the Group set outon pages B-3 to B-16 are drawn up so as to give a true and fair view of the state of affairs of the Groupas at 30 June 2009 and of the results, changes in equity and cash flows of the Group for the six monthsfrom 1 January 2009 to 30 June 2009 and at the date of this statement, there are reasonable grounds tobelieve that the Group will be able to pay its debts when they fall due.

ON BEHALF OF THE DIRECTORS

Tan Yeow Khoon

Tan Yeow Lam

9 February 2010

B-17

APPENDIX C – INDEPENDENT AUDITORS' REPORT ANDUNAUDITED PROFORMA GROUP FINANCIAL INFORMATION

INDEPENDENT AUDITORS’ REPORT ON THE UNAUDITED PROFORMA GROUP FINANCIALINFORMATION

9 February 2010


Dear Sirs

This report has been prepared for inclusion in the Preliminary Prospectus dated 9 February 2010 (the“Preliminary Prospectus”) in respect of initial public offering of shares of Cogent Holdings Limited (the“Company”). The unaudited Proforma Group financial information comprises the unaudited proformacombined statements of financial position as at 31 December 2008 and 30 June 2009, and the unauditedproforma combined statements of comprehensive income and statements of cash flows for the yearended 31 December 2008 and for the six months ended 30 June 2009 (collectively the “unauditedProforma Group financial information”).

We report on the unaudited Proforma Group financial information set out on pages C-3 to C-17 whichhave been prepared for illustrative purposes only and based on certain assumptions after making certainadjustments to show what:

(i) the unaudited combined results and cash flows for the year ended 31 December 2008 and theunaudited combined interim results and cash flows for the six months ended 30 June 2009 of theCompany and its subsidiaries (the “Group”) would have been if the Significant Events stated in theExplanatory Note 1 of the unaudited Proforma Group financial information had occurred on 1January 2008; and

(ii) the unaudited combined statement of financial position as at 31 December 2008 and the unauditedcombined interim statement of financial position as at 30 June 2009 of the Group would have beenif the foresaid Significant Events had occurred on 31 December 2008 and 30 June 2009respectively.

The unaudited Proforma Group financial information, because of their nature, may not give a true pictureof the Group’s actual financial results.

The unaudited Proforma Group financial information is the responsibility of the management of theCompany. Our responsibility is to express an opinion on the unaudited Proforma Group financialinformation based on our work.

C-1

We carried out procedures in accordance with Singapore Statement of Auditing Practice 24: Auditors andPublic Offering Documents. Our work, which involved no independent examination of the unauditedProforma Group financial information, consisted primarily of comparing the unaudited Proforma Groupfinancial information to the audited combined financial statements of the Group for the year ended 31December 2008 and the unaudited combined interim condensed financial statements of the Group for thesix months ended 30 June 2009, considering the evidence supporting the adjustments and discussing theunaudited Proforma Group financial information with the management of the Company.

In our opinion:

(a) the unaudited Proforma Group financial information have been properly prepared:

(i) on the basis stated in the Explanatory Note 2 of the unaudited Proforma Group financialinformation;

(ii) such basis is consistent with the accounting policies adopted by the Company for its latestaudited combined financial statements for the year ended 31 December 2008, which aredrawn up in accordance with the Singapore Financial Reporting Standards; and

(b) each material adjustment made to the information used in the preparation of the unauditedProforma Group financial information is appropriate for the purpose of preparing such financialinformation.

Yours faithfully

Deloitte & Touche LLPPublic Accountants andCertified Public AccountantsSingapore


C-2


UNAUDITED PROFORMA COMBINED STATEMENT OF FINANCIAL POSITIONAs at 31 December 2008

UnauditedAudited proforma

combined combined statement of Unaudited statement of

Explanatory financial proforma financialnote position adjustments position

$ $ $

ASSETS

Current assetsCash and bank balances 2(b), 2(c), 2(d), 2(e), 2(f) 5,324,072 17,907,542 23,231,614Trade receivables 16,075,416 16,075,416Other receivables 2,908,496 2,908,496Held-for-trading investments 22,820 22,820

24,330,804 42,238,346Investment property held-for-sale 1,500,000 1,500,000


Non-current assetsProperty, plant and equipment 2(d), 2(e), 2(f) 50,713,231 (19,759,971) 30,953,260Investment properties 2(c) 556,000 (556,000) –Other investment 36,000 36,000


Total assets 77,136,035 74,727,606


Current liabilitiesBank overdrafts and loans 2(d), 2(e) 23,139,917 (18,753,054) 4,386,863Current portion of finance leases 2,239,890 2,239,890Trade payables 6,049,790 6,049,790Other payables 17,268,139 17,268,139Deferred income 2(e) – 985,838 985,838Income tax payable 2(d) 2,028,870 626,082 2,654,952


Non-current liabilitiesBank loans 2(d) 7,887,261 (2,221,733) 5,665,528Finance leases 1,357,210 1,357,210Deferred income 2(e) – 6,014,162 6,014,162Deferred tax liabilities 2(c), 2(d) 880,192 8,465 888,657

10,124,663 13,925,557

Capital and reservesShare capital 500,000 500,000Accumulated profits 2(b), 2(c), 2(d), 2(e) 15,784,766 10,931,811 26,716,577

Total equity 16,284,766 27,216,577


C-3


UNAUDITED PROFORMA COMBINED STATEMENT OF COMPREHENSIVE INCOMEYear ended 31 December 2008


combined combinedstatement of Unaudited statement of

Explanatory comprehensive proforma comprehensivenote income adjustments income

$ $ $

Revenue 2(a), 2(d) 60,118,486 3,156,147 63,274,633

Other operating income 2(c) 1,460,805 (39,065) 1,421,740

Cost of services 2(a), 2(d), 2(e), 2(f) (30,835,588) (6,836,488) (37,672,076)

Excess of fair values of netidentifiable assets over cost ofacquisition 2(a) 52,215 (52,215) –

Employee benefits expense 2(a) (12,121,099) (221,359) (12,342,458)

Depreciation 2(a), 2(d), 2(e), 2(f) (4,340,566) (2,331) (4,342,897)

Changes in fair value ofinvestment property 2(c) (44,000) 44,000 –

Gain on disposal of investmentand leasehold properties 2(c), 2(d), 2(e) – 16,822,640 16,822,640

Other operating expenses 2(a), 2(c), 2(d) (3,550,087) (329,672) (3,879,759)

Finance costs 2(a), 2(d), 2(e) (1,941,020) 730,968 (1,210,052)


Income tax expense 2(a), 2(c), 2(d), 2(e), 2(f) (1,796,347) 47,539 (1,748,808)

Profit for the year 7,002,799 20,322,963

Other comprehensive incomefor the year – –

Total comprehensive incomefor the year 7,002,799 20,322,963

Basic and diluted earningsper share (cents) 2.6 7.4

C-4


UNAUDITED PROFORMA COMBINED STATEMENT OF CASH FLOWSYear ended 31 December 2008


combined Unaudited combinedExplanatory statement of proforma statement of

note cash flows adjustments cash flows

$ $ $


Profit before tax 2(c), 2(d), 2(e), 2(f) 8,799,146 13,461,846 22,260,992Adjustments for:Depreciation 2(d), 2(e), 2(f) 4,340,566 (91,886) 4,248,680Interest expense 2(d), 2(e) 1,941,020 (754,887) 1,186,133Interest income (13,715) (13,715)Dividend income (355) (355)Excess of fair values of net tangible assets over cost of acquisition (52,215) (52,215)

Changes in fair value ofinvestment property 2(c) 44,000 (44,000) –

Allowance for doubtful trade receivables 91,052 91,052

Fair investments loss onheld-for-frading investments 3,130 3,130

Amortisation of deferred income 2(e) – (985,838) (985,838)Gain on disposal of investment and leasehold properties 2(c), 2(d), 2(e) – (16,822,640) (16,822,640)

Gain on disposal of property, plant and equipment (113,720) (113,720)

Operating cash flows before movements in working capital 15,038,909 9,801,504Trade receivables 2(c), 2(d) 3,413,143 (1,763) 3,411,380Other receivables 1,356,234 1,356,234Trade payables 2(d) (6,340,591) 14,731 (6,325,860)Other payables 2,761,831 2,761,831

Cash generated from operations 16,229,526 11,005,089Income tax paid (251,552) (251,552)


Investing activities

Interest received 13,715 13,715 Dividend received 355 355Purchase of other investment (36,000) (36,000)Purchase of property, plant and equipment 2(e), 2(f) (7,661,125) (4,937,861) (12,598,986)

Proceeds from disposal of property,plant and equipment 947,840 947,840

Proceeds from disposal of investment and leasehold properties 2(c), 2(d), 2(e) – 49,700,000 49,700,000

Net cash flow arising from acquisitionof subsidiaries 505,495 505,495

Net cash (used in) from investing activities (6,229,720) 38,532,419

C-5


UNAUDITED PROFORMA COMBINED STATEMENT OF CASH FLOWS (Continued)Year ended 31 December 2008


combined Unaudited combinedExplanatory statement of proforma statement of

note cash flows adjustments cash flows

$ $ $

Financing activities

Dividend paid 2(b) – (5,000,000) (5,000,000)Interest paid 2(d), 2(e) (1,941,020) 754,887 (1,186,133)Obligations under finance leases (3,847,798) (3,847,798)Amount due to directors 1,290,158 1,290,158Amount due to related parties 314,206 314,206New bank borrowings raised 3,872,477 3,872,477Repayment of bank loans 2(d), 2(e) (2,754,978) (20,974,787) (23,729,765)Pledged deposits (111,879) (111,879)

Net cash used in financing activities (3,178,834) (28,398,734)

Net increase in cash and cash equivalents 6,569,420 14,317,802 20,887,222

Cash and cash equivalents at beginning of year (5,358,740) (5,358,740)

Cash and cash equivalents at end of year (Note A) 1,210,680 15,528,482

Note A

Cash and cash equivalents comprise:Unaudited

Audited proformacombined Unaudited combined

statement of proforma statement ofcash flows adjustments cash flows

$ $ $

Cash and bank balances 5,324,072 14,317,802 19,641,874Less: Bank overdrafts (3,684,369) (3,684,369)

1,639,703 15,957,505Less: Pledged deposits (429,023) (429,023)

Cash and cash equivalents 1,210,680 15,528,482

C-6


UNAUDITED PROFORMA COMBINED STATEMENT OF FINANCIAL POSITIONAs at 30 June 2009

UnauditedReviewed proforma combined Unaudited combined

Explanatory statement of proforma statement ofnote financial position adjustments financial position

$ $ $

ASSETS

Current assetsCash and bank balances 2(b), 2(c), 2(d), 2(e), 2(f) 13,935,395 18,123,953 32,059,348Trade receivables 13,365,165 13,365,165Other receivables 3,115,315 3,115,315Held-for-trading investments 15,972 15,972


Non-current assetsProperty, plant and equipment 2(d), 2(e), 2(f) 48,915,132 (19,636,369) 29,278,763Investment property 2(c) 400,000 (400,000) – Other investment 36,000 36,000


Total assets 79,782,979 77,870,563


Current liabilitiesBank overdrafts and loans 2(d), 2(e) 4,710,092 (1,520,299) 3,189,793Current portion of finance leases 1,920,651 1,920,651Trade payables 6,281,547 6,281,547Other payables 2(b) 13,539,147 (5,000,000) 8,539,147Deferred income 2(e) – 985,838 985,838Income tax payable 2(d) 2,018,679 606,670 2,625,349


Non-current liabilitiesBank loans 2(d) 28,286,652 (19,238,163) 9,048,489Finance leases 1,002,289 1,002,289Loan from related party 6,000,000 6,000,000Deferred income 2(e) – 6,014,162 6,014,162Deferred tax liabilities 2(c), 2(d) 1,003,728 59,218 1,062,946

Total non-current liabilities 36,292,669 23,127,886

Capital and reservesShare capital 500,000 500,000Accumulated profits 2(c), 2(d), 2(e) 14,520,194 16,180,158 30,700,352

Total equity 15,020,194 31,200,352


C-7


UNAUDITED PROFORMA COMBINED STATEMENT OF COMPREHENSIVE INCOMEFor the six months ended 30 June 2009

UnauditedReviewed proformacombined combined

statement of Unaudited statement ofExplanatory comprehensive proforma comprehensive

note income adjustments income

$ $ $

Revenue 2(d) 29,417,203 (738,378) 28,678,825

Other operating income 2(c) 706,643 (21,308) 685,335

Cost of services 2(d), 2(e), 2(f) (13,953,024) (1,488,222) (15,441,246)

Employee benefits expense (5,794,490) – (5,794,490)

Depreciation 2(d), 2(e), 2(f) (2,797,683) 281,007 (2,516,676)

Change in fair value ofinvestment property 2(c) (156,000) 156,000 –

Other operating expenses 2(c), 2(d) (1,864,235) 39,666 (1,824,569)

Finance costs 2(d), 2(e) (887,821) 520,213 (367,608)


Income tax expense 2(c), 2(d), 2(e), 2(f) (935,165) 326,449 (608,716)

Profit for the period 3,735,428 2,810,855

Other comprehensive income for the period – –

Total comprehensive income for the period 3,735,428 2,810,855

Basic and diluted earnings per share (cents) 1.4 1.0

C-8


UNAUDITED PROFORMA COMBINED STATEMENT OF CASH FLOWSFor the six months ended 30 June 2009

UnauditedReviewed proformacombined Unaudited combined

Explanatory statement of proforma statement ofnote cash flows adjustments cash flows

$ $ $


Profit before tax 2(c), 2(d), 2(e), 2(f) 4,670,593 (1,251,022) 3,419,571Adjustments for:Depreciation 2(d), 2(e), 2(f) 2,797,683 (281,007) 2,516,676Interest expense 2(d), 2(e) 887,821 (520,213) 367,608Interest income (4,914) (4,914)Change in fair value of investment property 2(c) 156,000 (156,000) –

Allowance for doubtful trade receivables 75,531 75,531

Fair value loss on held-for-trading investments 6,848 6,848

Amortisation of deferred income 2(e) – (341,530) (341,530)Gain on disposal of property, plant and equipment (97,357) (97,357)

Operating cash flows before movements in working capital 8,492,205 5,942,433Trade receivables 2(c), 2(d) 2,634,720 222,507 2,857,227Other receivables (206,819) (206,819)Trade payables 2(d) 231,757 1,322 233,079 Other payables 2,050,688 2,050,688

Cash generated from operations 13,202,551 10,876,608Income tax paid (821,820) (821,820)


Investing activitiesInterest received 4,914 4,914 Proceeds from disposal of investment property 1,500,000 1,500,000

Purchase of property, plant and equipment (493,967) (493,967)

Proceeds from disposal of property, plant and equipment 275,927 275,927

Net cash from investing activities 1,286,874 1,286,874

C-9


UNAUDITED PROFORMA COMBINED STATEMENT OF CASH FLOWS (Continued)For the six months ended 30 June 2009


Explanatory statement of proforma statement ofnote cash flows adjustments cash flows

$ $ $

Financing activitiesDividends paid (1,500,000) (1,500,000)Interest paid 2(d), 2(e) (887,821) 520,213 (367,608)Obligations under finance leases (1,358,347) (1,358,347)Amount due (from) to directors 2(b) (3,297,765) 5,000,000 1,702,235Amount due to related parties 18,085 18,085New bank borrowings raised 4,921,878 4,921,878Repayment of bank loans (839,735) (839,735)Pledged deposits 105,120 105,120

Net cash (used in) from financing activities (2,838,585) 2,681,628

Net increase in cash andcash equivalents 10,829,020 3,194,270 14,023,290

Cash and cash equivalents atbeginning of the period 1,210,680 14,317,802 15,528,482

Cash and cash equivalents at end of year (Note A) 12,039,700 29,551,772

Note A

Cash and cash equivalents comprise:


statement of proforma statement ofcash flows adjustments cash flows

$ $ $

Cash and bank balances 13,935,395 17,512,072 31,447,467Less: Bank overdrafts (1,571,792) (1,571,792)

12,363,603 29,875,675Less: Pledged deposits (323,903) (323,903)

Cash and cash equivalents 12,039,700 29,551,772

C-10

Explanatory Notes:

1. Significant Events

Save for the following significant events relating to acquisitions of subsidiaries and property, plantand equipment, changes to the capital structure, and disposal of investment property andleasehold properties of the Group (the “Significant Events”) discussed below, the directors, as atthe date of this report, are not aware of other significant acquisitions and disposal of assets andsubsidiaries subsequent to 31 December 2007 and significant changes made to the capitalstructure of the Group subsequent to 31 December 2008:

(a) The Group acquired an effective equity interest of 99% in both Cogent Investment GroupPte. Ltd. (“CIG”) (formerly known as “HNH Group Pte. Ltd.”) and its subsidiary, CogentAutomotive Logistic Pte. Ltd. (“CAL”) (formerly known as HNH International Pte. Ltd.) for anaggregate consideration of approximately $1.78 million on 31 July 2008 from a third party.

In May 2009, the Group acquired the remaining 1% equity interest in both CIG and CAL foran aggregate consideration of $18,000 from a third party.

(b) An interim one-tier tax exempt dividend of $16.6667 per ordinary share totalling $5,000,000in respect of the year ending 31 December 2009 was declared on 21 May 2009 and paid inJuly 2009.

(c) The Group entered into an agreement to dispose an investment property at 200 Jalan Sultan#12-09, Singapore 199018 for $400,000.

(d) The Group entered into an option to dispose a leasehold property at 19 Tuas Avenue 20,Singapore 638830 to a third party for a consideration of $6,300,000 in September 2009.

(e) The Group entered into an agreement to sell and leaseback the leasehold property at 7Penjuru Close, Singapore 608779 with a third party for a consideration of $43,000,000 andwith an operating leaseback arrangement of 7 years at $4,316,040 for the first year and atan estimated increase of 2% per annum.

(f) The Group entered into a conditional sale and purchase agreement with a related party toacquire properties at 11 Jalan Terusan and Jurong Port Road, and motor vehicles and officeand warehouse equipment for an aggregate consideration of $5,500,000 in December 2009.The completion of the sale and purchase agreement is conditional upon approval fromJurong Town Corporation for the reassignment of the land leases to the Group.

2. Basis of preparation of the unaudited Proforma Group financial information

The unaudited Proforma Group financial information has been prepared based on the following:

– Audited combined financial statements of Cogent Holdings Limited for the year ended 31December 2008 which were prepared by management in accordance with the SingaporeFinancial Reporting Standards (“FRS”) and audited by Deloitte & Touche LLP, Singapore, inaccordance with Singapore Standards on Auditing. The auditors’ report on these financialstatements was not qualified.

– Unaudited combined interim condensed financial statements of Cogent Holdings Limited forthe six months ended 30 June 2009 which were prepared by management in accordancewith FRS 34 Interim Financial Reporting and reviewed by Deloitte & Touche LLP, Singapore,in accordance with Singapore Standards on Review Engagements 2410 Review of InterimFinancial Information Performed by the Independent Auditors of the Entity. The auditors’report on these financial statements was not qualified.

The unaudited Proforma Group financial information for the year ended 31 December 2008 and thesix months ended 30 June 2009 are prepared for illustrative purposes only. These are preparedbased on certain assumptions and after making certain adjustments to show what:

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(i) the unaudited combined results and cash flows of the Group for the year ended 31 December2008 and for the six months ended 30 June 2009 would have been if the Significant Eventsdiscussed above had occurred on 1 January 2008; and

(ii) the unaudited combined statement of financial positions of the Group as at 31 December 2008and 30 June 2009 would have been if the Significant Events had occurred on 31 December2008 and 30 June 2009 respectively.

Based on the assumptions discussed above, the following material adjustments have been made tothe audited combined financial statements of Cogent Holdings Limited for the year ended 31December 2008 and unaudited combined interim condensed financial statements for the six monthsended 30 June 2009, in arriving at the unaudited Proforma Group financial information includedherein:

(a) Acquisitions of subsidiaries

Unaudited proforma combined statement of comprehensive income

Effect of acquisitions of subsidiaries subsequent to 1 January 2008 and adjusted asappropriate for the results from 1 January 2008 to 31 July 2008:

Increase(Decrease)

1 January2008 to

31 December2008

$

Revenue 4,504,240Cost of services 3,901,831Excess of fair values of net identifiable assets over cost of acquisition (52,215)Employee benefits expense 221,359Depreciation 94,217Other operating expenses 399,920Finance costs 23,919Income tax expense 133,243

As the recognition of the proforma effect of the results of CIG and CAL has no material impact onthe combined statement of financial position and combined statement of cash flows, no adjustmentwas made to the unaudited proforma combined statement of financial position as at 31 December2008 and unaudited proforma combined statement of cash flows for the year ended 31 December2008.

The unaudited Proforma Group financial information for the six months ended 30 June 2009 did notinclude the effect of the acquisitions of subsidiaries as this event had occurred as at 31 December2008.

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(b) Change to capital structure

Unaudited proforma combined statement of financial position

Effect of declaration and payment of interim dividend of $5,000,000 subsequent to 31December 2008 and adjusted as appropriate for the following:

Increase (Decrease)

As at As at31 December 30 June

2008 2009

$ $

Cash and bank balances (5,000,000) (5,000,000)Other payables – (5,000,000)Accumulated profits (5,000,000) –

Unaudited proforma combined statement of cash flows

Effect of declaration and payment of interim dividend of $5,000,000 subsequent to 31December 2008 and adjusted as appropriate for the following:

Increase (Decrease)

1 January 1 January 2008 to 2009 to

31 December 30 June 2008 2009

$ $

Financing activitiesDividend paid 5,000,000 – Amount due to directors – 5,000,000

As the recognition of the proforma effect of the declaration of interim dividend has no effecton the proforma combined statement of comprehensive income for the year ended 31December 2008 and for six months ended 30 June 2009, no adjustment was made to theunaudited proforma combined statements of comprehensive income for the year ended 31December 2008 and for the six months ended 30 June 2009.

(c) Disposal of investment property


Effect of disposal of investment property at 200 Jalan Sultan #12-09, Singapore 199018subsequent to 31 December 2008 and 30 June 2009 and adjusted as appropriate for thefollowing:

Increase (Decrease)


2008 2009

$ $

Cash and bank balances 400,000 400,000Investment property (556,000) (400,000)Deferred tax liabilities (63,572) (33,520)Accumulated profits (92,428) 33,520

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Effect of disposal of investment property at 200 Jalan Sultan #12-09, Singapore 199018subsequent to 1 January 2008 and adjusted as appropriate for the following:


Increase (Decrease)



$ $

Other operating income (39,065) (21,308)Change in fair value of investment property 44,000 156,000Loss on disposal of investment property 200,000 – Other operating expenses (10,952) (3,297)Income tax expense (66,431) (56,978)


Increase (Decrease)



$ $

Operating activitiesProfit before tax (184,113) 137,989Change in fair value of investment property (44,000) (156,000)Loss on disposal of investment property 200,000 –Trade receivables 3,800 (3,800)

Investing activitiesProceeds from disposal of investment property 400,000 –

(d) Disposal of leasehold property


Effect of disposal of leasehold property at 19 Tuas Avenue 20, Singapore 638830subsequent to 31 December 2008 and 30 June 2009 and adjusted as appropriate for thefollowing:

Increase (Decrease)


2008 2009

$ $

Cash and bank balances 3,800,000 3,938,203Property, plant and equipment (1,821,000) (1,730,591)Bank overdrafts and loans (278,267) (283,734)Bank loans (2,221,733) (2,078,063)Income tax payable 626,082 606,670Deferred tax liabilities 72,037 92,738Accumulated profits 3,780,881 3,870,001

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Effect of disposal of leasehold property at 19 Tuas Avenue 20, Singapore 638830subsequent to 1 January 2008 and adjusted as appropriate for the following:


Increase (Decrease)



$ $

Revenue (1,348,093) (738,378)Cost of services (340,994) (173,296)Depreciation (180,818) (90,409)Gain on disposal of leasehold property 4,298,181 – Other operating expenses (59,296) (36,369)Finance costs (119,271) (54,948)Income tax expense 626,082 32,974


Increase (Decrease)



$ $

Operating activitiesProfit before tax 3,650,467 (383,356)Depreciation (180,818) (90,409)Interest expense (119,271) (54,948)Gain on disposal of leasehold property 4,298,181 – Trade receivables (5,563) 226,307Trade payables 14,731 1,322

Investing activitiesProceeds from disposal of leasehold property 6,300,000 –

Financing activitiesInterest paid (119,271) (54,948)Repayment of bank loans 2,500,000 –

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(e) Sale and leaseback of leasehold property


Effect of sale and leaseback of leasehold property at 7 Penjuru Close, Singapore 608779subsequent to 31 December 2008 and 30 June 2009 and adjusted as appropriate for thefollowing:

Increase (Decrease)


2008 2009

$ $

Cash and bank balances 24,207,542 24,285,750Property, plant and equipment (23,438,971) (23,405,778)Bank overdraft and loans (18,474,787) (1,236,565)Bank loans – (17,160,100)Deferred income 7,000,000 7,000,000Accumulated profits 12,243,358 12,276,637

Effect of sale and leaseback of leasehold property at 7 Penjuru Close, Singapore 608779subsequent to 1 January 2008 and adjusted as appropriate for the following:


Increase (Decrease)



$ $

Cost of services 3,420,664 1,859,654Depreciation (398,709) (431,902)Gain on disposal of leasehold property 12,724,459 – Finance costs (635,616) (465,265)Income tax expense (678,760) (295,106)


Increase (Decrease)



$ $Operating activitiesProfit before tax 10,338,120 (962,487)Depreciation (398,709) (431,902)Interest expense (635,616) (465,265)Amortisation of deferred income 985,838 341,530Gain on disposal of leasehold property 12,724,459 –

Investing activitiesPurchase of property, plant and equipment 562,139 – Proceeds from disposal of leasehold property 43,000,000 –

Financing activitiesInterest paid (635,616) (465,265)Repayment of bank loans 18,474,787 –

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(f) Acquisition of property, plant and equipment


Effect of acquisition of property, plant and equipment subsequent to 31 December 2008 and30 June 2009 and adjusted as appropriate for the following:

Increase (Decrease)


2008 2009

$ $

Cash and bank balances (5,500,000) (5,500,000)Property, plant and equipment 5,500,000 5,500,000

Effect of acquisition of property, plant and equipment subsequent to 1 January 2008 andadjusted as appropriate for the following:


Increase (Decrease)



$ $

Cost of services (145,013) (198,136)Depreciation 487,641 241,304Income tax expense (61,673) (7,339)


Increase (Decrease)



$ $

Operating activitiesProfit before tax (342,628) (43,168)Depreciation 487,641 241,304

Investing activitiesPurchase of property, plant and equipment 5,500,000 –

The unaudited Proforma Group financial information, because of their nature, are notnecessarily indicative of the results of the operations, cash flows and financial position wouldhave been attained had the Significant Events actually occurred earlier. Save as disclosed inthe Explanatory Notes, the management, for the purpose of preparing this set of unauditedProforma Group financial information, have not considered the effects of other events.

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APPENDIX D – SINGAPORE TAXATION

The following is a discussion of certain tax matters relating to Singapore income tax, capital gains tax,stamp duty and estate duty consequences in relation to the purchase, ownership and disposal of ourShares. The discussion is limited to a general description of certain tax consequences in Singapore withrespect to the ownership of shares and is based on laws, regulations and interpretations now in effectand available as of the date of this Prospectus. The laws, regulations and interpretations, however, maychange at any time, and any change could be retroactive to the date of issuance of our Shares. Theselaws and regulations are also subject to various interpretations and the relevant tax authorities or thecourts of Singapore could later disagree with the explanations or conclusions set out below.

Prospective purchasers of our Shares should consult their tax advisors concerning the taxconsequences of owning and disposing our Shares. Neither our Company, our Directors nor anyother persons involved in this Invitation accepts responsibility for any tax effects or liabilitiesresulting from the subscription, purchase, holding or disposal of our Shares.

SINGAPORE TAXATION

Income Tax

General

Both resident and non-resident Singapore companies are subject to tax on income accruing in or derivefrom Singapore and on foreign-sourced income received or deemed received in Singapore, subject tocertain exceptions.

Foreign-sourced income in the form of branch profits, dividends and service income received or deemedreceived in Singapore by a Singapore resident company shall be exempt from tax provided the followingconditions are met:

(i) such income has been subject to tax in the foreign jurisdiction from which such income is received;

(ii) at the time such income is received in Singapore, the highest rate of tax of the foreign jurisdictionfrom which such income is received is at least 15%; and

(iii) the Comptroller of Income Tax is satisfied that the tax exemption would be beneficial to theSingapore resident company.

Individual taxpayers who are Singapore tax residents are subject to tax on income accruing in or derivedfrom Singapore. All foreign-sourced income received in Singapore on or after 1 January 2004 bySingapore tax resident individuals (except for income received through a partnership in Singapore) isexempt from Singapore income tax if the Inland Revenue Authority of Singapore is satisfied that the taxexemption would be beneficial to the individual.

Non-resident individuals, subject to certain exceptions, are subject to Singapore income tax on incomeaccruing in or derived from Singapore.

Non-resident individuals are not subject to tax on foreign-sourced income received in Singapore.

A company is tax resident in Singapore if the control and management of its business is exercised inSingapore. An individual is tax resident in Singapore if he resides in Singapore (except for temporaryabsences from Singapore) or if he is physically present or exercises an employment in Singapore (otherthan as a director of a company) for 183 days or more during the calendar year preceding the year ofassessment.

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Tax Rates

The corporate tax rate in Singapore is currently 18% with partial exemption on three quarters of the firstS$10,000 and one-half of the next S$290,000 of a company’s normal chargeable income. The Ministerfor Finance has, in his 2009 Budget Statement, announced that the corporate tax rate will be reduced to17% with effect from the Year of Assessment 2010 (i.e. in respect of the financial year ending in 2009).

Currently, a Singapore tax resident individual is subject to tax at progressive rates, ranging from 0% to20%. Income derived by a non-Singapore tax resident individual is normally taxed at the rate of 20%except for Singapore employment income which is taxed at a flat rate of 15% or at resident rates,whichever yields a higher tax.

Dividend Distributions

Singapore introduced the one-tier corporate tax system on 1 January 2003. The five-year transitionalperiod ceased on 31 December 2007, and with effect from 1 January 2008, all companies have moved tothe one-tier corporate tax system. Under the one-tier corporate tax system, the tax paid by Singaporecompanies, whether tax resident in Singapore or not, would constitute a final tax. Dividends payable bycompanies under the one-tier corporate tax system would be tax exempt in the hands of its shareholders.Such dividends are referred to as tax exempt (one-tier) dividends.

As our Company is considered to be tax resident in Singapore, it will be under the one-tier corporate taxsystem. As such, when our Company distributes dividends, these dividends will be one-tier tax exemptdividends and such dividends are tax exempt in the hands of our shareholders.

There is no Singapore withholding tax on dividends paid to non-Singapore tax resident shareholders.Foreign shareholders are advised to consult their own tax advisors in respect of the tax laws of theirrespective countries of residence and the applicability of any double taxation agreement that their countryof residence may have with Singapore.

Gains on Disposal of Shares

Singapore currently does not impose tax on capital gains. However, there are no specific laws orregulations which deal with the characterisation of capital gains. In general, certain gains may beconstrued to be revenue in nature and subject to income tax where they are derived from activities whichthe Inland Revenue Authority of Singapore regards as constituting a trade or business carried on inSingapore.

Profits arising from the disposal of our Shares are not generally taxable in Singapore unless the seller isdeemed to be dealing or trading in shares in Singapore, in which case, the gains on sale would betaxable as revenue profits.

Stamp Duty

No stamp duty is payable on the allotment or holding of our Shares. Stamp duty is payable on theinstrument of transfer of our Shares at the rate of S$0.20 for every S$100 or any part thereof, computedbased on the consideration for the transfer, or market value, of our Shares, whichever is higher.

The stamp duty is borne by the purchaser, unless otherwise agreed. No stamp duty is payable if noinstrument of transfer is executed or the instrument of transfer is executed outside Singapore.

However, stamp duty may be payable if the instrument of transfer which is executed outside Singapore isreceived in Singapore.

The above stamp duty is not applicable to electronic transfers of ordinary shares through the CDPsystem.

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Estate Duty

With effect from 15 February 2008, no estate duty is leviable in respect of deaths occurring on or after 15February 2008.

Goods and Services Tax (“GST”)

The sale of our Shares by a GST-registered investor belonging in Singapore through an SGX-ST memberor to another person belonging in Singapore is an exempt supply not subject to GST. In this regard,generally, any GST directly or indirectly incurred by the GST-registered investor in making such suppliesmay not be set-off against GST to be paid or recovered from the Comptroller of GST, unless certainrequirements of the GST Act are satisfied.

Where our Shares are sold by a GST-registered investor to a person belonging outside Singapore, thesale is generally a taxable sale subject to GST at zero-rate. Any GST incurred by a GST-registeredinvestor in the making of this taxable supply in the course or furtherance of a business, subject to theprovision of the GST Act, may be set-off against GST to be paid to the Comptroller of GST.

However, if our Shares are sold by a GST-registered person who is on a fixed input recovery rate, theabove is not applicable as the seller will be entitled to recover input tax based on the fixed rate as agreedupfront with the Comptroller.

Services consisting of arranging, brokering, underwriting or advising on the issue, allotment or transfer ofownership of our Shares rendered by a GST-registered person to an investor belonging in Singapore inconnection with the investor’s purchase, sale or holding of our Shares will be subject to GST at thestandard rate (currently at 7%). Similar services supplied contractually to and for the direct benefit of aperson belonging outside Singapore would generally be subject to GST at zero-rate.

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APPENDIX E – SUMMARY OF MEMORANDUM AND ARTICLES OFASSOCIATION OF OUR COMPANY

The discussion below provides a summary of the principal objects of our Company as set out in ourMemorandum of Association and certain provisions of our Articles of Association and the laws ofSingapore. This discussion is only a summary and is qualified by reference to Singapore law and ourMemorandum and Articles of Association.

REGISTRATION NUMBER

We are registered in Singapore with the Accounting and Corporate Regulatory Authority. Our companyregistration number is 200710813D.

SUMMARY OF OUR ARTICLES OF ASSOCIATION

1. Directors

(a) Ability of interested directors to vote

A Director shall not vote in respect of any contract, proposed contract or arrangement or anyother proposal in which he has any personal material interest, and he shall not be counted inthe quorum present at the meeting.

(b) Remuneration

Fees payable to non-executive Directors shall be a fixed sum (not being a commission on ora percentage of profits or turnover of the Company) as shall from time to time be determinedby the Company in general meeting. Fees payable to Directors shall not be increased exceptat 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 theDirectors, or who performs services outside the ordinary duties of a Director, may be paidextra remuneration by way of salary, commission or otherwise, as the Directors maydetermine.

The remuneration of a Managing Director shall be fixed by the Directors and may be by wayof salary or commission or participation in profits or by any or all of these modes but shallnot be by a commission on or a percentage of turnover. The Directors shall have power topay pensions or other retirement, superannuation, death or disability benefits to (or to anyperson in respect of) any Director for the time being holding any executive office and for thepurpose of providing any such pensions or other benefits, to contribute to any scheme orfund or to pay premiums.

(c) Borrowing

Our Directors may exercise all the powers of our Company to raise or borrow money, tomortgage or charge its undertaking, property and uncalled capital, and to secure any debt,liability or obligation of our Company.

(d) Retirement Age Limit

There is no retirement age limit for Directors under our Articles of Association. Section 153of the Companies Act however, provides that no person of or over the age of 70 years shallbe appointed a director of a public company, unless he is appointed or re-appointed as adirector of the Company or authorised to continue in office as a director of the Company byway of an ordinary resolution passed at an annual general meeting of the Company.

(e) Shareholding Qualification

There is no shareholding qualification for Directors in the Memorandum and Articles ofAssociation of the Company.

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2. Share rights and restrictions

We currently have one class of shares, namely, ordinary shares. Only persons who are registeredon our register of shareholders are recognised as our shareholders. In cases where the person soregistered is CDP, the persons named as the depositors in the depository register maintained byCDP for the ordinary 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 Directors. Wemust pay all dividends out of profits available for distribution. We may capitalise any sumstanding to the credit of any of the Company’s reserve accounts and apply it to paydividends, if such dividends are satisfied by the issue of shares to our shareholders. Alldividends are paid pro rata amongst our shareholders in proportion to the amount paid up oneach shareholder’s ordinary shares, unless the rights attaching to an issue of any ordinaryshare provide otherwise. Unless otherwise directed, dividends are paid by cheque or warrantsent through the post to each shareholder at his registered address. Notwithstanding theforegoing, the payment by us to CDP of any dividend payable to a shareholder whose nameis entered in the depository register shall, to the extent of payment made to CDP, dischargeus from any liability to that shareholder in respect of that payment.

The payment by the Directors of any unclaimed dividends or other monies payable on or inrespect of a share into a separate account shall not constitute the Company a trustee inrespect thereof. All dividends unclaimed after being declared may be invested or otherwisemade use of by the Directors for the benefit of the Company. Any dividend unclaimed after aperiod of six years after having been declared may be forfeited and shall revert to theCompany but the Directors may thereafter at their discretion annul any such forfeiture andpay the dividend so forfeited to the person entitled thereto prior to the forfeiture.

The Directors may retain any dividends or other monies payable on or in respect of a shareon which our Company has a lien, and may apply the same in or towards satisfaction of thedebts, liabilities or engagements in respect of which the lien exists.

(b) Voting rights

A holder of our ordinary shares is entitled to attend and vote at any general meeting, inperson or by proxy. Proxies need not be a shareholder. A person who holds ordinary sharesthrough the SGX-ST book-entry settlement system will only be entitled to vote at a generalmeeting as a shareholder if his name appears on the depository register maintained by CDPat least 48 hours before the general meeting. Except as otherwise provided in our Articles ofAssociation, two or more shareholders must be present in person or by proxy to constitute aquorum 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, everyshareholder present in person or by proxy shall have one vote for each ordinary share whichhe holds or represents. A poll may be demanded in certain circumstances, including by theChairman of the meeting or by any shareholder present in person or by proxy andrepresenting not less than 10 per cent. of the total voting rights of all shareholders having theright to attend and vote at the meeting or by any two shareholders present in person or byproxy and entitled to vote. In the case of a tie vote, whether on a show of hands or a poll, theChairman of the meeting shall be entitled to a casting vote.

3. Change in capital

Changes in the capital structure of our Company (for example, an increase, consolidation,cancellation, sub-division or conversion of our share capital) require shareholders to pass anordinary resolution. General meetings at which ordinary resolutions are proposed to be passedshall be called by at least 14 days’ notice in writing. The notice must be given to each of ourshareholders who have supplied us with an address in Singapore for the giving of notices and mustset forth the place, the day and the hour of the meeting. The reduction of our share capital issubject to the conditions prescribed by law.

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4. Variation of rights of existing shares or classes of shares

Subject to the Companies Act, whenever the share capital of the Company is divided into differentclasses of shares, the special rights attached to any class may be varied or abrogated either withthe consent in writing of the holders of three-quarters of the total voting rights of the issued sharesof the class or with the sanction of a special resolution passed at a separate general meeting of theholders of the shares of the class. To every such separate general meeting, the provisions of ourArticles of Association relating to general meetings of the Company and to the proceedings thereatshall mutatis mutandis apply, except that the necessary quorum shall be two persons holding orrepresenting by proxy at least one-third of the total voting rights of the issued shares of the class,and that any holder of shares of the class present in person or by proxy may demand a poll andthat every such holder shall on a poll have one vote for every share of the class held by him,provided always that where the necessary majority for such a special resolution is not obtained atsuch general meeting, consent in writing if obtained from the holders of three-quarters of the totalvoting rights of the issued shares of the class concerned within two months of such generalmeeting shall be as valid and effectual as a special resolution carried at such general meeting.These provisions shall apply to the variation or abrogation of the special rights attached to someonly of the shares of any class as if each group of shares of the class differently treated formed aseparate class the special rights whereof are to be varied or abrogated.

The relevant Article does not impose more significant conditions than the Companies Act in thisregard.

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 ofour shareholders who are regarded as non-residents of Singapore, to hold or vote their shares.

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APPENDIX F – TERMS, CONDITIONS AND PROCEDURES FORAPPLICATION AND ACCEPTANCE

You are invited to apply and subscribe for the Invitation Shares at the Invitation Price for each InvitationShare subject to the following terms and conditions:

(a) YOUR APPLICATION FOR THE INVITATION SHARES MUST BE MADE IN LOTS OF 1,000OFFER SHARES OR INTEGRAL MULTIPLES THEREOF. APPLICATIONS FOR ANY OTHERNUMBER OF INVITATION SHARES WILL BE REJECTED.

(b) Your application for Offer Shares may be made by way of printed Offer Shares Application Formsor by way of Electronic Applications through the ATMs of the Participating Banks (“ATM ElectronicApplications”) or through the IB websites of the relevant Participating Banks (“Internet ElectronicApplications” which, together with ATM Electronic Applications, shall be referred to as “ElectronicApplications”).

Your application for the Placement Shares may only be made by way of printed Placement SharesApplication Forms.

YOU MAY NOT USE CPF FUNDS TO APPLY FOR THE INVITATION SHARES.

(c) You are allowed to submit only one application in your name either for the Offer Shares orthe Placement Shares. If you submit an application for Offer Shares by way of a printedOffer Shares Application Form, you MAY NOT submit another application for Offer Shares byway of an Electronic Application and vice versa. Such separate applications shall bedeemed to be multiple applications and will be liable to be rejected at our discretion, exceptin the case of applications by approved nominee companies, where each application ismade on behalf of a different beneficiary.

If you submit an application for Offer Shares by way of an Internet Electronic Application,you MAY NOT submit another application for Offer Shares by way of an ATM ElectronicApplication and vice versa. Such separate applications shall be deemed to be multipleapplications and will be liable to be rejected at our discretion.

If you (being other than an approved nominee company) have submitted an application forOffer Shares in your own name, you should not submit any other application for OfferShares, whether by way of an Application Form or by way of an Electronic Application, forany other person. Such separate applications shall be deemed to be multiple applicationsand will be liable to be rejected at our discretion.

You are allowed to submit only one application in your own name for the Placement Shares.Any separate application by you for the Placement Shares shall be deemed to be multipleapplications and we have the discretion whether to accept or reject such multipleapplications.

If you (being other than an approved nominee company) have submitted an application forPlacement Shares in your own name, you should not submit any other application forPlacement Shares for any other person. Such separate applications shall be deemed to bemultiple applications and will be liable to be rejected at our discretion.

If you have made an application for Placement Shares, and you have also made a separateapplication for Offer Shares either by way of an Application Form or through an ElectronicApplication, we shall have the discretion to either (i) reject both of such separateapplications or (ii) accept any one (but not the other) out of such separate applications.

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Conversely, if you have made an application for Offer Shares either by way of an ApplicationForm or through an Electronic Application, and you have also made a separate applicationfor Placement Shares, we shall have the discretion to either (i) reject both of such separateapplications or (ii) accept any one (but not the other) out of such separate applications.

Joint applications shall be rejected. Multiple applications for Invitation Shares will be liableto be rejected at our discretion. If you submit or procure submissions of multiple shareapplications (whether for Offer Shares, Placement Shares or both Offer Shares andPlacement Shares), you may be deemed to have committed an offence under the PenalCode (Chapter 224) of Singapore and the Securities and Futures Act (Chapter 289) ofSingapore, and your applications may be referred to the relevant authorities forinvestigation. Multiple applications or those appearing to be or suspected of being multipleapplications may be liable to be rejected at our discretion.

(d) We will not accept applications from any person under the age of 21 years, undischargedbankrupts, sole-proprietorships, partnerships, or non-corporate bodies, joint Securities Accountholders of CDP and from applicants whose addresses (as furnished in their Application Forms or,in the case of Electronic Applications, contained in the records of the relevant Participating Banks)bear post office box numbers. No person acting or purporting to act on behalf of a deceasedperson is allowed to apply under the Securities Account with CDP in the name of the deceased atthe time of application.

(e) We will not recognise the existence of a trust. Any application by a trustee or trustees must bemade in his/her/their own name(s) and without qualification or, where the application is made byway of an Application Form by a nominee, in the name(s) of an approved nominee company orapproved nominee companies after complying with paragraph (f) below.

(f) WE WILL ONLY ACCEPT APPLICATIONS FROM APPROVED NOMINEE COMPANIES.Approved nominee companies are defined as banks, merchant banks, finance companies,insurance companies, licensed securities dealers in Singapore and nominee companies controlledby them. Applications made by persons acting as nominees other than approved nomineecompanies shall be rejected.

(g) IF YOU ARE NOT AN APPROVED NOMINEE COMPANY, YOU MUST MAINTAIN A SECURITIESACCOUNT WITH CDP IN YOUR OWN NAME AT THE TIME OF YOUR APPLICATION. If you donot have an existing Securities Account with CDP in your own name at the time of your application,your application will be rejected (if your application is by way of an Application Form), or you willnot be able to complete your Electronic Application (if your application is by way of an ElectronicApplication). If you have an existing Securities Account but fail to provide your Securities Accountnumber or provide an incorrect Securities Account number in section B of the Application Form orin your Electronic Application, as the case may be, your application is liable to be rejected. Subjectto paragraph (h) below, your application shall be rejected if your particulars such as name,NRIC/passport number, nationality, permanent residence status and CDP Securities Accountnumber provided in your Application Form or in the records of the relevant Participating Bank at thetime of your Electronic Application, as the case may be, differ from those particulars in yourSecurities Account as maintained with CDP. If you possess more than one individual directSecurities Account with CDP, your application shall be rejected.

(h) If your address as stated in the Application Form or, in the case of an ElectronicApplication, in the records of the relevant Participating Bank, as the case may be, isdifferent from the address registered with CDP, you must inform CDP of your updatedaddress promptly, failing which the notification letter on successful allotment and othercorrespondence from the CDP will be sent to your address last registered with CDP.

(i) We reserve the right to reject any application which does not conform strictly to theinstructions set out in the Application Form and this Prospectus or which does not complywith the instructions for Electronic Applications or with the terms and conditions of thisProspectus or, in the case of an application by way of an Application Form, which isillegible, incomplete, incorrectly completed or which is accompanied by an improperlydrawn or improper form of remittance. We further reserve the right to treat as valid anyapplications not completed or submitted or effected in all respects in accordance with theinstructions set out in the Application Forms or with the terms and conditions of thisProspectus and also to present for payment or other processes all remittances at any timeafter receipt and to have full access to all information relating to, or deriving from, suchremittances or the processing thereof.

(j) We reserve the right to reject or accept, in whole or in part, or to scale down or to ballot anyapplication, without assigning any reason therefor, and we will not entertain any enquiry and/orcorrespondence on our decision. This right applies to applications made by way of ApplicationForms and by way of Electronic Applications. In deciding the basis of allotment which will be at ourdiscretion, we will give due consideration to the desirability of allotting and/or allocating theInvitation Shares to a reasonable number of applicants with a view to establishing an adequatemarket for the Shares.

(k) Share certificates will be registered in the name of CDP and will be forwarded only to CDP. It isexpected that CDP will send to you, at your own risk, within 15 Market Days after the close of theApplication List, a statement of account stating that your Securities Account has been credited withthe number of the Invitation Shares allotted to you, if your application is successful. This will be theonly acknowledgement of application monies received and is not an acknowledgement by us. Youirrevocably authorise CDP to complete and sign on your behalf as transferee or renouncee anyinstrument of transfer and/or other documents required for the issue or transfer of the InvitationShares allotted to you. This authorisation applies to applications made by way of Application Formsand by way of Electronic Applications.

(l) In the event of an under-subscription for the Offer Shares as at the close of the Application List, thenumber of the Offer Shares under-subscribed shall be made available to satisfy applications for thePlacement Shares to the extent that there is an over-subscription for Placement Shares as at theclose of the Application List.

In the event of an under-subscription for the Placement Shares as at the close of the ApplicationList, that number of the Placement Shares under-subscribed shall be made available to satisfyapplications for the Invitation Shares to the extent that there is an over-subscription for OfferShares as at the close of the Application List.

In the event of an over-subscription for the Offer Shares as at the close of the Application List andthe Placement Shares are fully subscribed or over-subscribed as at the close of the ApplicationList, the successful applications for the Offer Shares will be determined by ballot or otherwise asdetermined by our Directors, after consultation with the Issue Manager and the Joint Underwritersand Joint Placement Agents, and approved by the SGX-ST.

(m) You consent to the disclosure of your name, NRIC/passport number, address, nationality,permanent resident status, CDP Securities Account number, CPF Investment Account number (ifapplicable) and share application amount from your account with the relevant Participating Bank tothe Registrar for the Invitation and Share Transfer Office, SCCS, SGX-ST, CDP, the Company andthe Issue Manager. You irrevocably authorise CDP to disclose the outcome of your application,including the number of Offer Shares allotted to you pursuant to your application, to the Company,the Issue Manager, the Joint Underwriters and Joint Placement Agents and any other parties soauthorised by CDP, the Company, the Issue Manager and/or the Joint Underwriters and JointPlacement Agents. CDP shall not be liable for any delays, failures or inaccuracies in the recording,storage or in the transmission or delivery of data relating to Electronic Applications.

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F-4

(n) Any reference to “you” or the “applicant” in this section shall include an individual, a corporation, anapproved nominee and trustee applying for the Offer Shares by way of an Application Form or byway of an Electronic Application, or for the Placement Shares though the Joint Placement Agents.

(o) By completing and delivering an Application Form or by making and completing an ElectronicApplication, by (in the case of an ATM Electronic Application) pressing the “Enter” or “OK” or“Confirm” or “Yes” or any other relevant key on the ATM (as the case may be) or by (in the case ofan Internet Electronic Application) clicking “Submit” or “Continue” or “Yes” or “Confirm” or any otherrelevant key on the IB website screen in accordance with the provisions herein, you:

(i) irrevocably offer to subscribe for and/or purchase the number of the Invitation Sharesspecified in your application (or such smaller number for which the application is accepted)at the Invitation Price and agree that you will accept such Invitation Shares as may beallotted to you, in each case on the terms of, and subject to the conditions set out in, thisProspectus and our Memorandum of Association and Articles;

(ii) agree that in the event of any inconsistency between the terms and conditions for applicationset out in this Prospectus and those set out in the ATMs or the IB websites of the relevantParticipating Banks, the terms and conditions set out in this Prospectus shall prevail;

(iii) agree that the aggregate Invitation Price for the Invitation Shares applied for is due andpayable to us forthwith;

(iv) warrant the truth and accuracy of the information contained, and representations anddeclarations made, in your application, and acknowledge and agree that such information,representations and declarations will be relied on by our Company and the Vendors indetermining whether to accept your application and/or whether to allot and/or allocate anyInvitation Shares to you; and

(v) agree and warrant that, if the laws of any jurisdictions outside Singapore are applicable toyour application, you have complied with all such laws and none of our Company, theVendors, the Issue Manager, the Joint Underwriters and Joint Placement Agents will infringeany such laws as a result of the acceptance of your application.

(p) Our acceptance of applications will be conditional upon, inter alia, our Company being satisfiedthat:

(i) permission has been granted by the SGX-ST to deal in and for quotation of all the existingShares (including the Vendor Shares) and the New Shares on the Official List of the SGX-ST;

(ii) the Management and Underwriting Agreement and the Placement Agreement referred tounder the section entitled “Plan of Distribution” of this Prospectus have becomeunconditional and have not been terminated or cancelled prior to such date as our Companymay determine; and

(iii) no stop order has been issued by the Authority under the Securities and Futures Act.

(q) We will not hold any application in reserve.

(r) We will not allot and/or allocate Shares on the basis of this Prospectus later than six months afterthe date of registration of this Prospectus.

(s) In the event that a stop order in respect of the Invitation Shares is served by the Authority or othercompetent authority; and

(i) if the Invitation Shares have not been issued and/or sold, we will (as required by law) deemall applications as 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 14days of the date of the stop order; or

F-5

(i) if the Invitation Shares have been issued and/or sold but trading has not commenced, theissue and/or sale of the Invitation Shares will (as required by law) be deemed to be void;and:

(aa) in the case where the Invitation Shares have been issued, we shall refund theapplication monies (without interest or any share of revenue or other benefit arisingtherefrom) to you within 14 days of the date of the stop order; or

(bb) in the case where the Invitation Shares have been sold, (1) we will inform you toreturn such documents to our Company within 14 days from the date of the stoporder; and (2) we will refund the application monies (without interest or any share ofrevenue or other benefit arising therefrom) to you within 7 days from the receipt ofthose 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.

In the event that an interim stop order in respect of the Invitation Shares is served by theAuthority or other competent authority, no Invitation Shares shall be issued and/or sold toyou until the Authority revokes the interim stop order.

(t) Additional terms and conditions for applications by way of Application Forms are set out on pagesF-6 to F-9 of the Prospectus.

(u) Additional terms and conditions for Electronic Applications are set out on pages F-9 to F-16 of thisProspectus.

ADDITIONAL TERMS AND CONDITIONS FOR APPLICATIONS USING APPLICATION FORMS

You shall make an application by way of Application Forms made on and subject to the terms andconditions of this Prospectus including but not limited to the terms and conditions appearing below aswell as those set out under this Appendix F, as well as the Memorandum of Association and the Articlesof our Company.

(a) Your application must be made using the WHITE Application Forms and official envelopes “A” and“B” for the Offer Shares or the BLUE Application Forms for Placement Shares accompanying andforming part of this Prospectus. Attention is drawn to the detailed instructions contained in therespective Application Forms and this Prospectus for the completion of the Application Formswhich must be carefully followed. We reserve the right to reject applications which do notconform strictly to the instructions set out in the Application Forms and this Prospectus orto the terms and conditions of this Prospectus or which are illegible, incomplete, incorrectlycompleted or which are accompanied by improperly drawn or improper forms ofremittances.

(b) Your Application Forms must be completed in English. Please type or write clearly in ink usingBLOCK LETTERS.

(c) All spaces in the Application Forms except those under the heading “FOR OFFICIAL USE ONLY”must be completed and the words “NOT APPLICABLE” or “N.A.” should be written in any spacethat is not applicable.

(d) Individuals, corporations, approved nominee companies and trustees must give their names in full.You must make your application, in the case of individuals, in your full name as it appears in youridentity card (if applicants have such an identification document) or in your passport and, in thecase of corporations, in your full name as registered with a competent authority. If you are a non-individual completing the Application Form under the hand of an official, you must state the nameand capacity in which that official signs. If you are a corporation completing the Application Form,you are required to affix your Common Seal (if any) in accordance with your Memorandum andArticles of Association, Articles or equivalent constitutive documents. If you are a corporate

F-6

applicant and your application is successful, a copy of your Memorandum and Articles ofAssociation, Articles or equivalent constitutional documents must be lodged with the Registrar forthe Invitation and the Share Transfer Office. We reserve the right to require you to producedocumentary proof of identification for verification purposes.

(e) Please note that:

(i) You must complete page 1 and Sections A and B of the Application Forms.

(ii) You are required to delete either paragraph 7(a) or 7(b) on page 1 of the Application Forms.Where paragraph 7(a) is deleted, you must also complete Section C of the ApplicationForms with particulars of the beneficial owner(s).

(iii) If you fail to make the required declaration in paragraph 7(a) or 7(b), as the case may be, onpage 1 of the Application Forms, your application is liable to be rejected.

(f) You (whether you are an individual or corporate applicant, whether incorporated or unincorporatedand wherever incorporated or constituted) will be required to declare whether you are a citizen or apermanent resident of Singapore or corporation in which citizens or permanent residents ofSingapore or any body corporate constituted under any statute of Singapore have an interest in theaggregate of more than 50% of the issued share capital of or interests in such corporations. If youare an approved nominee company, you are required to declare whether the beneficial owner ofthe Invitation Shares is a citizen or permanent resident of Singapore or a corporation (whetherincorporated or unincorporated and wherever incorporated or constituted) in which citizens orpermanent residents of Singapore or any body corporate (whether incorporated or unincorporatedand wherever incorporated or constituted under any statute of Singapore) have an interest in theaggregate of more than 50% of the issued share capital of or interests in such corporation.

(g) Your application must be accompanied by a remittance in Singapore currency for the full amountpayable, in respect of the number of Invitation Shares applied for, in the form of a BANKER’SDRAFT or CASHIER’S ORDER drawn on a bank in Singapore, made out in favour of “COGENTSHARE ISSUE ACCOUNT” crossed “A/C PAYEE ONLY”, with your name and address writtenclearly on the reverse side. We will not accept applications accompanied by ANY OTHER FORMOF PAYMENT. We will reject remittances bearing “NOT TRANSFERABLE” or “NONTRANSFERABLE” crossings. No acknowledgement or receipt will be issued by our Company orthe Issue Manager for applications and application monies received.

Monies paid in respect of unsuccessful applications are expected to be returned (without interest orany share of revenue or other benefit arising therefrom) to you by ordinary post within 24 hours ofballotting at your own risk. Where your application is rejected or accepted in part only, the fullamount or the balance of the application monies, as the case may be, will be refunded (withoutinterest or any share of revenue or other benefit arising therefrom) to you by ordinary post at yourown risk within 14 Market Days after the close of the Application List, provided that the remittanceaccompanying such application which has been presented for payment or other processes hasbeen honoured and application monies have been received in the designated share issue account.In the event that the Invitation is cancelled by us following the termination of the ManagementAgreement and/or the Underwriting and Placement Agreements or the Invitation does not proceedfor any reason, the application monies received will be refunded (without interest or any share ofrevenue or any other benefit arising therefrom) to you by ordinary post or telegraphic transfer atyour own risk within 5 Market Days of the termination of the Invitation. In the event that theInvitation is cancelled by us following the issuance of a stop order by the Authority, the applicationmonies received will be refunded (without interest or any share of revenue or other benefit arisingtherefrom) to you by ordinary post or telegraphic transfer at your own risk within 14 Market Daysfrom the date of the stop order,

(h) Capitalised terms used in the Application Forms and defined in this Prospectus shall bear themeanings assigned to them in this Prospectus.

F-7

(i) By completing and delivering the Application Form, you agree that

(i) in consideration of us having distributed the Application Form to you and agreeing to closethe Application List at 12.00 noon on 23 February 2010 or such other time or date as wemay, in consultation with the Issue Manager and the Joint Underwriters and Joint PlacementAgents decide, and by completing and delivering the Application Form, you agree that:

(aa) your application is irrevocable; and

(bb) your remittance will be honoured on first presentation and that any application moniesreturnable may be held pending clearance of your payment without interest or anyshare of revenue or other benefit arising therefrom;

(ii) all applications, acceptances and contracts resulting therefrom under the Invitation shall begoverned by and construed in accordance with the laws of Singapore and that youirrevocably submit to the non-exclusive jurisdiction of the Singapore courts;

(iii) in respect of the Invitation Shares for which your application has been received and notrejected, acceptance of your application shall be constituted by written notification and nototherwise, notwithstanding any remittance being presented for payment by or on our behalf;

(iv) you will not be entitled to exercise any remedy of rescission for misrepresentation at anytime after acceptance of your application; and

(v) in making your application, reliance is placed solely on the information contained in thisProspectus and neither our Company, our Directors, the Issue Manager, the JointUnderwriters and Joint Placement Agents nor any other person involved in the Invitationshall have any liability for any information not so contained.

Applications for Invitation Shares

(a) Your application for Offer Shares MUST be made using the WHITE Offer Shares Application Formand WHITE official envelopes “A” and “B”. ONLY ONE APPLICATION should be enclosed in eachenvelope.

(b) You must:

(i) enclose the WHITE Offer Shares Application Form, duly completed and signed, together withthe correct remittance in accordance with the terms and conditions of this Prospectus in theWHITE envelope “A” provided;

(ii) in the appropriate spaces on WHITE envelope “A”:

(aa) write your name and address;

(bb) state the number of Offer Shares applied for;

(cc) tick the relevant box to indicate the form of payment; and

(dd) affix adequate Singapore postage;

(iii) SEAL WHITE envelope “A”;

(iv) write, in the special box provided on the larger WHITE envelope “B” addressed to COGENTHOLDINGS LIMITED C/O BOARDROOM CORPORATE & ADVISORY SERVICES PTELTD, 3 CHURCH STREET, #08-01 SAMSUNG HUB, SINGAPORE 049483, the number ofOffer Shares for which the application is made; and

(v) insert WHITE envelope “A” into WHITE envelope “B”, seal WHITE envelope “B”, affixadequate Singapore postage on WHITE envelope “B” (if despatching by ordinary post) andthereafter DESPATCH BY ORDINARY POST OR DELIVER BY HAND at your own risk toCOGENT HOLDINGS LIMITED C/O BOARDROOM CORPORATE & ADVISORYSERVICES PTE LTD, 3 CHURCH STREET, #08-01 SAMSUNG HUB, SINGAPORE 049483,so as to arrive by 12.00 noon on 23 February 2010 or such other date and time as wemay, in consultation with the Issue Manager and the Joint Underwriters and JointPlacement Agents, decide. Local Urgent Mail or Registered Post must NOT be used.No acknowledgement of receipt will be issued for any application or remittance received.

(c) Applications that are illegible, incomplete or incorrectly completed or accompanied by improperlydrawn remittances or improper form of remittance or which are not honoured upon their firstpresentation are liable to be rejected.

Applications for Placement Shares

(a) Your application for Placement Shares MUST be made using the BLUE Placement SharesApplication Form. ONLY ONE APPLICATION should be enclosed in each envelope.

(b) The completed BLUE Placement Shares Application Form and your remittance (in accordance withthe terms and conditions of this Prospectus) for the full amount payable in respect of the number ofPlacement Shares you have applied for, with your name and address written clearly on the reverseside, must be enclosed and sealed in an envelope to be provided by you. The sealed envelopemust be DESPATCHED BY ORDINARY POST OR DELIVERED BY HAND at your own risk toCOGENT HOLDINGS LIMITED C/O BOARDROOM CORPORATE & ADVISORY SERVICES PTELTD, 3 CHURCH STREET, #08-01 SAMSUNG HUB, SINGAPORE 049483, to arrive by 12.00noon on 23 February 2010 or such other date and time as we may, in consultation with theIssue Manager and the Joint Underwriters and Joint Placement Agents, decide. Local UrgentMail or Registered Post must NOT be used. No acknowledgement of receipt will be issued forany application or remittance received.

(c) Applications that are illegible, incomplete or incorrectly completed or accompanied by improperlydrawn remittances or improper form of remittance or which are not honoured upon their firstpresentation are liable to be rejected.

ADDITIONAL TERMS AND CONDITIONS FOR ELECTRONIC APPLICATIONS

The procedures for Electronic Applications at ATMs of the Participating Banks are set out on the ATMscreens (in the case of ATM Electronic Applications) and the IB website screens (in the case of InternetElectronic Applications) of the relevant Participating Banks. Currently, the UOB Group and DBS are theonly Participating Banks through which Internet Electronic Applications can be made. For illustrationpurposes, the procedures for Electronic Applications through the ATMs and the IB website of the UOBGroup are set out respectively in the sections “Steps for ATM Electronic Applications through ATMs of theDBS (including POSB)” and “Steps for Internet Electronic Applications through the IB website of DBS”(the “Steps”) appearing on pages F-13 to F-16 of this Prospectus.

The Steps set out the actions that you must take at an ATM or IB website of UOB to complete anElectronic Application. Please read carefully the terms of this Prospectus, the Steps and the terms andconditions for Electronic Applications set out below before making an Electronic Application. Anyreference to “you” or the “applicant” in this section “Additional Terms and Conditions for ElectronicApplications” and the Steps shall refer to you making an application for Offer Shares through an ATM orthe IB website of a Participating Bank.

Applicants applying for Offer Shares by way of Electronic Applications may incur an administrative feeand/or such related charges as stipulated by respective Participating Banks from time to time.

You must have an existing bank account with and be an ATM cardholder of one of the Participating Banksbefore you can make an Electronic Application at the ATMs of the relevant Participating Bank. An ATMcard issued by one Participating Bank cannot be used to apply for Offer Shares at an ATM belonging toother Participating Banks. Upon the completion of your ATM Electronic Application transaction, you will

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F-9

receive an ATM transaction slip (“Transaction Record”) confirming the details of your ElectronicApplication. The Transaction Record is for your retention and should not be submitted with any printedApplication Form.

You must ensure that you enter your own Securities Account number when using the ATM cardissued to you in your own name. If you fail to use your own ATM card or do not key in your ownSecurities Account number, your application will be rejected. If you operate a joint bank accountwith any of the Participating Banks, you must ensure that you enter your own Securities Accountnumber when using the ATM card issued to you in your own name. Using your own SecuritiesAccount number with an ATM card which is not issued to you in your own name will render yourElectronic Application liable to be rejected.

For an Internet Electronic Application, you must have a bank account with and a User Identification ID(“User ID”) and a Personal Identification Number (“PIN”) given by the relevant Participating Banks. Uponcompletion of your Internet Electronic Application through the IB website of DBS, there will be an on-screen confirmation (“Confirmation Screen”) of the application which can be printed out by you for yourrecord. This printed record of the Confirmation Screen is for your retention and should not be submittedwith any printed Application Form.

You must ensure, when making an Internet Electronic Application, that your mailing address selected forapplication is in Singapore and the application is being made in Singapore and you will be asked todeclare accordingly. Otherwise, your application is liable to be rejected. You shall make an ElectronicApplication on the terms, and subject to the conditions, of this Prospectus including but not limited to theterms and conditions appearing below and those set out under this section as well as the Memorandumof Association and Articles of our Company.

(a) In connection with your Electronic Application, you are required to confirm statements to thefollowing effect in the course of activating the ATM or the IB website for your Electronic Application:

(i) that you have received a copy of this Prospectus (in the case of ATM ElectronicApplications only) and have read, understood and agreed to all the terms andconditions of application for Offer Shares and this Prospectus prior to effecting theElectronic Application and agree to be bound by the same;

(ii) that you consent to the disclosure of your name, NRIC/passport number, address,nationality, permanent resident status, CDP Securities Account number, and shareapplication amount (the “Relevant Particulars”) from your account with the relevantParticipating Bank to the Share Registrar, the SGX-ST, CDP, SCCS, the Company, theIssue Manager and the Joint Underwriters and Joint Placement Agents (the “RelevantParties”); and

(iii) that this is your only application and it is made in your own name and at your ownrisk.

Your application will not be successfully completed and cannot be recorded as a completedtransaction in the ATM or on the IB website unless you press the “Enter” or “OK” or “Confirm” or“Yes” or any other relevant key on the ATM or click “Confirm” or “OK” or “Submit” or “Continue” or“Yes” or any other relevant button on the IB website. By doing so, you shall be treated as signifyingyour confirmation of each of the above three statements. In respect of statement 1(ii) above, yourconfirmation, by pressing the “Enter” or “OK” or “Confirm” or “Yes” or any other relevant key, shallsignify and shall be treated as your written permission, given in accordance with the relevant lawsof Singapore including Section 47(2) of the Banking Act (Chapter 19) of Singapore to thedisclosure by that Participating Bank of the Relevant Particulars to the Relevant Parties.

(b) BY MAKING AN ELECTRONIC APPLICATION, YOU CONFIRM THAT YOU ARE NOT APPLYINGFOR OFFER SHARES AS A NOMINEE OF ANY OTHER PERSON AND THAT ANYELECTRONIC APPLICATION THAT YOU MAKE IS THE ONLY APPLICATION MADE BY YOU ASBENEFICIAL OWNER.

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YOU SHALL MAKE ONLY ONE ELECTRONIC APPLICATION AND SHALL NOT MAKE ANYOTHER APPLICATION FOR OFFER SHARES, WHETHER AT AN ATM OR THE IB WEBSITE (IFANY) OF ANY PARTICIPATING BANK OR ON AN APPLICATION FORM. IF YOU HAVE MADEAN APPLICATION FOR OFFER SHARES ON AN APPLICATION FORM, YOU SHALL NOTMAKE AN ELECTRONIC APPLICATION AND VICE VERSA.

(c) You must have sufficient funds in your bank account with your Participating Bank at the time youmake your Electronic Application, failing which your Electronic Application will not be completed.

Any Electronic Application which does not conform strictly to the instructions set out onthe screens of the ATM or IB website through which your Electronic Application is beingmade shall be rejected.

You may make an ATM Electronic Application at an ATM of any Participating Bank or an InternetElectronic Application at the IB website of a relevant Participating Bank for Offer Shares using cashonly by authorising such Participating Bank to deduct the full amount payable from your accountwith such Participating Bank.

(d) You irrevocably agree and undertake to subscribe for and/or purchase the number of Offer Sharesapplied for as stated on the Transaction Record or the Confirmation Screen or any lesser numberof Offer Shares that may be allotted to you in respect of your Electronic Application. In the eventthat we decide to allot or allocate any lesser number of such Offer Shares or not to allot or allocateany Offer Shares to you, you agree to accept such decision as final. If your Electronic Application issuccessful, your confirmation (by your action of pressing the “Enter” or “OK” or “Confirm” or “Yes” orany other relevant key on the ATM or clicking “Confirm” or “OK” or any other relevant key on the IBwebsite screen) of the number of Offer Shares applied for shall signify and shall be treated as youracceptance of the number of Offer Shares that may be allotted to you and your agreement to bebound by the Memorandum of Association and Articles of our Company.

(e) We will not keep any applications in reserve. Where your Electronic Application is unsuccessful,the full amount of the application monies will be refunded (without interest or any share of revenueor other benefit arising therefrom) in Singapore currency to you by being automatically credited toyour account with your Participating Bank within 24 hours after balloting, provided that theremittance in respect of such application which has been presented for payment or otherprocesses has been honoured and the application monies have been received in the designatedshare issue account. Trading on a “WHEN ISSUED” basis, if applicable, is expected tocommence after such refund has been made.

Where your Electronic Application is rejected or accepted in part only, the full amount or thebalance of the application monies, as the case may be, will be refunded in Singapore currency(without interest or any share of revenue or other benefit arising therefrom) to you by beingautomatically credited to your account with your Participating Bank within 14 days after the close ofthe Application List, provided that the remittance in respect of such application which has beenpresented for payment or other processes has been honoured and the application monies havebeen received in the designated share issue account.

Responsibility for timely refund of application monies arising from unsuccessful or partiallyunsuccessful Electronic Applications lies solely with the respective Participating Banks. Therefore,you are strongly advised to consult your Participating Bank as to the status of your ElectronicApplication and/or the refund of any monies to you from an unsuccessful or partially successfulElectronic Application, to determine the exact number of Offer Shares allotted to you before tradingthe Offer Shares on the SGX-ST. None of the SGX-ST, the CDP, the SCCS, the ParticipatingBanks, our Company, our Directors, the Issue Manager and the Joint Underwriters and JointPlacement Agents assumes any responsibility for any loss that may be incurred as a result of youhaving to cover any net sell positions or from buy-in procedures activated by the SGX-ST.

(f) If your Electronic Application is made through the ATMs of DBS (including POSB), OCBC Bank orthe UOB Group, and is unsuccessful, no notification will be sent by the relevant ParticipatingBanks.

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If your Internet Electronic Application made through the IB websites of DBS or UOB Group isunsuccessful, no notification will be sent by such Participating Bank.

If you make an Electronic Application through an ATM or the IB website of one of the followingParticipating Banks, you may check the provisional results of your Electronic Application as follows:

Operating ServiceBank Telephone Available at Hours expected from

DBS 1800 339 6666 Internet Banking 24 hours Evening of the(for POSB http://www.dbs.com (1) balloting day

account holders)

1800 111 1111 (for DBS

account holders)

UOB Group 1 800 222 2121 ATM (Other Transactions - ATM/Phone Evening of the“IPO Enquiry”) Banking balloting day

24 hours

http://www.uobgroup.com (1)(2) Internet Evening of theBanking balloting day24 hours

OCBC 1 800 363 3333 ATM/PhoneBanking/ ATM/Phone Evening of theInternet Banking/ Banking balloting day

http://www.ocbc.com (3) 24 hours

Notes:

(1) If you make your Internet Electronic Applications through the IB website of DBS or UOB Group, you may check theresult through the same channels listed in the table above in relation to ATM Electronic Applications made at ATMs ofDBS or UOB Group.

(2) If you make your Electronic Application through the ATMs or IB website of UOB Group, you may check the results ofyour application through UOB Personal UniBanking, UOB Group ATMs or UOB PhoneBanking Services.

(2) If your make your Electronic Application through the ATMs of OCBC Bank, you may check the result of yourapplication through the same channels listed in the table above.

(g) Electronic Applications shall close at 12.00 noon on 23 February 2010 or such other time ordate as our Company and the Vendors may, in consultation with the Manager, decide. AllInternet Electronic Applications must be received by 12.00 noon on 23 February 2010.Subject to paragraph (j) below, an Internet Electronic Application is deemed to be received when itenters the designated information system of the relevant Participating Bank.

(h) We do not recognise the existence of a trust. Any Electronic Application by a trustee must be madein your own name and without qualification. We will reject any application by any person acting asnominee, except those made by approved nominee companies only.

(i) You are deemed to have irrevocably requested and authorised us to:

(i) register the Offer Shares allotted to you in the name of CDP for deposit into your SecuritiesAccount;

(ii) send the relevant Share certificate(s) to CDP;

(iii) return or refund (without interest or any share of revenue or other benefit arising therefrom)the application monies in Singapore currency, should your Electronic Application be rejected,by automatically crediting your bank account with your Participating Bank with the relevantamount within 24 hours of balloting; and

(iv) return or refund (without interest or any share of revenue or other benefit arising therefrom)the balance of the application monies in Singapore currency, should your ElectronicApplication be accepted in part only, by automatically crediting your bank account with yourParticipating Bank with the relevant amount within 14 days after the close of the ApplicationList.

(j) You irrevocably agree and acknowledge that your Electronic Application is subject to risks ofelectrical, electronic, technical and computer-related faults and breakdowns, fires, acts of God andother events beyond the control of the Participating Banks, our Company and the Issue Managerand if, in any such event, we, the Issue Manager and/or the relevant Participating Bank do notrecord or receive your Electronic Application, or data relating to your Electronic Application or thetape containing such data is lost, corrupted, destroyed or not otherwise accessible, whether whollyor partially for whatever reason, you shall be deemed not to have made an Electronic Applicationand you shall have no claim whatsoever against us, the Issue Manager and/or the relevantParticipating Bank for the Offer Shares applied for or for any compensation, loss or damage.

(k) All your particulars in the records of your Participating Bank at the time you make your ElectronicApplication shall be deemed to be true and correct and your Participating Bank and the RelevantParties shall be entitled to rely on the accuracy thereof. If there has been any change in yourparticulars after making your Electronic Application, you shall promptly notify your ParticipatingBank.

(l) You should ensure that your personal particulars as recorded by both CDP and the relevantParticipating Bank are correct and identical; otherwise, your Electronic Application is liableto be rejected. You should promptly inform CDP of any change in address, failing which thenotification letter on successful allotment will be sent to your address last registered with CDP.

(m) By making and completing an Electronic Application, you are deemed to have agreed that:

(i) In consideration of our Company and the Vendors making available the ElectronicApplication facility through the ATMs of the Participating Banks acting as our agents, at theATMs and the IB websites (if any):

(aa) your Electronic Application is irrevocable; and

(bb) your Electronic Application, our acceptance and the contract resulting therefrom underthe Invitation shall be governed by and construed in accordance with the laws ofSingapore and you irrevocably submit to the non-exclusive jurisdiction of theSingapore courts;

(ii) none of our Company, the Vendors, our Directors, the Issue Manager or the ParticipatingBanks shall be liable for any delays, failures or inaccuracies in the recording, storage or inthe transmission or delivery of data relating to your Electronic Application to our Company orCDP due to breakdowns or failure of transmission, delivery or communication facilities or anyrisks referred to in paragraph (j) above or to any cause beyond their respective controls;

(iii) in respect of Offer Shares for which your Electronic Application has been successfullycompleted and not rejected, acceptance of your Electronic Application shall be constituted bywritten notification by or on behalf of our Company and the Vendors and not otherwise,notwithstanding any payment received by or on behalf of our Company and the Vendors;

(iv) you will not be entitled to exercise any remedy of rescission for misrepresentation at anytime after acceptance of your application; and

(v) in making your application, reliance is placed solely on information contained in thisProspectus and that none of the Company, the Vendors, the Issue Manager and the JointUnderwriters and Joint Placement Agents nor any other person involved in the Invitationshall have any liability for any information not so contained.

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The instructions for Electronic Applications will appear on the ATM screens and the IB website screens ofthe respective Participating Banks. For illustrative purposes, the steps for making an ElectronicApplication through the ATMs or IB website of UOB Group are shown below. Instructions for ElectronicApplications appearing on the ATM screens and the IB website screens (if any) of the relevantParticipating Banks (other than UOB Group) may differ from that represented below.

STEPS FOR ELECTRONIC APPLICATIONS THROUGH ATMS AND THE IB WEBSITE OF THE UOBGROUP

The instructions for Electronic Applications will appear on the ATM screens and the IB website screens ofthe respective Participating Banks. For illustrative purposes, the steps for making an ElectronicApplication through the ATMs or IB website of UOB Group are shown below. Instructions for ElectronicApplications appearing on the ATM screens and the IB website screens (if any) of the relevantParticipating Banks (other than UOB Group) may differ from that represented below.

Owing to space constraints on UOB Group’s ATM screens, the following terms will appear in abbreviatedform:

“&” : and

“A/C” and “A/CS” : Account and Accounts, respectively

“ADDR” : Address

“AMT” : Amount

“APPLN” : Application


“CPF” : Central Provident Fund Board

“CPFINVT A/C” : CPF Investment Account

“ESA” : Electronic Share Application

“IC/PSSPT” : NRIC or Passport Number

“NO” or “NO.” : Number

“PERSONAL NO” : Personal Identification Number

“REGISTRARS” : Share Registrars


“UOB/ICB CPFIS” : UOB or ICB CPF Investment Scheme

“YR” : Your

Steps for Electronic Application through the ATMs of UOB Group

Step 1 : Insert your personal Unicard, Uniplus card or UOB Visa/Master card and key in yourpersonal identification number.

2 : Select “CASH CARD/OTHER TRANSACTIONS”.

3 : Select “SECURITIES APPLICATION”.

4 : Select the share counter which you wish to apply for.

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5 : Read and understand the following statements which will appear on the screen:

– THIS OFFER OF SECURITIES (OR UNITS OF SECURITIES) WILL BE MADEIN, OR ACCOMPANIED BY, A COPY OF THE PROSPECTUS/DOCUMENT ORSUPPLEMENTARY DOCUMENTS. ANYONE WISHING TO ACQUIRE THESESECURITIES (OR UNITS OF SECURITIES) WILL NEED TO MAKE ANAPPLICATION IN THE MANNER SET OUT IN THE PROSPECTUS/DOCUMENT OR SUPPLEMENTARY DOCUMENTS

(Press “ENTER” to continue)

– PLEASE CALL 1800-22-22-121 IF YOU WOULD LIKE TO FIND OUT WHEREYOU CAN OBTAIN A COPY OF THE PROSPECTUS/DOCUMENT ORSUPPLEMENTARY DOCUMENT

– WHERE APPLICABLE, A COPY OF THE PROSPECTUS/DOCUMENT ORSUPPLEMENTARY DOCUMENT HAS BEEN LODGED WITH ANDREGISTERED BY THE SGX-ST WHO ASSUMES NO RESPONSIBILITY FORTHE CONTENTS OF THE PROSPECTUS/DOCUMENT ORSUPPLEMENTARY DOCUMENT

(Please press “ENTER” key to confirm that you have read and understood theabove statements.)

6 : Read and understand the following terms which will appear on the screen:

– YOU HAVE READ, UNDERSTOOD & AGREED TO ALL THE TERMS OF THEPROSPECTUS/DOCUMENTS/SUPPLEMENTARY DOCUMENT & THISELECTRONIC APPLICATION

– YOU CONSENT TO DISCLOSE YR NAME, IC/PSSPT, NATIONALITY, ADDR,APPLN AMT, CPFINVT A/C NO & CDP A/C NO FROM YOUR A/CS TO CDP,CPF, SCCS, REGISTRARS, SGX-ST AND ISSUER/VENDOR(S)

– THIS IS YOUR ONLY FIXED PRICE APPLN & IS IN YOUR NAME & AT YRRISK

(Please press “ENTER” to confirm)

7 : Screen will display:

NRIC/Passport No. XXXXXXXXXXXX

IF YOUR NRIC NO / PASSPORT NO IS INCORRECT, PLEASE CANCEL THETRANSACTION AND NOTIFY THE BRANCH PERSONALLY.(Press “CANCEL” or “CONFIRM”)

8 : Select mode of payment i.e. “CASH ONLY”. You will be prompted to select CashAccount type to debit (i.e., “CURRENT ACCOUNT / I- ACCOUNT”, “CAMPUS” OR“SAVINGS ACCOUNT / TX ACCOUNT”). Should you have a few accounts linked toyour ATM card, a list of linked account numbers will be displayed for you to select

9 : After you have selected the account, your Securities Account number will be displayedfor you to confirm or change. (This screen with your Securities Account number will beshown for applicants whose Securities Account number is already stored in the ATMsystem of UOB). For an applicant who is using UOB’s ATM for the first time to applyfor Shares, the Securities Account number will not be stored in the ATM system ofUOB, and the following screen will be displayed for your input of your SecuritiesAccount number.

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10 : Read and understand the following terms which will appear on the screen:

1. PLEASE DO NOT APPLY FOR YOUR JOINT A/C HOLDER OR OTHERTHIRD PARTIES

2. PLEASE USE YOUR OWN ATM CARD

3. DO NOT KEY IN THE CDP A/C NO. OF YOUR JOINT A/C HOLDER OROTHER THIRD PARTIES

4. KEY IN YOUR CDP A/C NO. (12 DIGITS) 1681-XXXX-XXXX

5. PRESS ENTER KEY

11 : Key in your Securities Account number (12 digits) and press the “ENTER” key.

12 : Select your nationality status.

13 : Key in the number of Shares you wish to apply for and press the “ENTER” key.

14 : Check the details of your Electronic Application on the screen and press “ENTER” keyto confirm your Electronic Application.

15 : Select “NO” if you do not wish to make any further transactions and remove theTransaction Record. You should keep the Transaction Record for your own referenceonly.

Owing to space constraints on UOB Group’s IB website screens, the following terms will appear inabbreviated form:


“CPF” : The Central Provident Fund

“NRIC” or “I/C” : National Registration Identity Card

“PR” : Permanent resident

“SGD” or “$” : Singapore Dollars


“SGX” : Singapore Exchange Securities Trading Limited

Steps for Internet Electronic Application through the IB website of UOB Group

Step 1 : Connect to UOB website at http://www.uobgroup.com.

2 : Locate the Login icon on the top left hand corner next to “Internet Banking”.

3 : Click on Login and at the drop list select “UOB Personal Internet Banking”.

4 : Enter your Username and Password and click “Submit”.

5 : Select “Investment Services” (IPO Application should be the default transaction thatappears, if not click IPO Application).

6 : Read the IMPORTANT notice and complete the declarations found on the bottom ofthe page by answering Yes/No to the questions.

7 : Click “Continue”.

8 : Select your country of residence (you must be residing in Singapore to apply), andclick “Continue”.

9 : Select the IPO counter from the drop list (if there are concurrent IPOs), and click“Continue”.

10 : Check the share counter and select the mode of payment and account number todebit and click on “Continue”.

11 : Read the important instructions and click on “Confirm” to confirm that:

1. You have read, understood and agreed to all the terms and conditions ofthis application and Prospectus/Document or Supplementary Document.

2. You consent to disclose your name, NRIC or passport number, address,nationality, Securities Account number, CPF Investment Account number(if applicable), and application details to the share registrars, CDP, SGX-ST, SCCS, CPF Board, issuer/ vendor(s).

3. This application is made in your own name, for your own account and atyour own risk.

4. For Fixed/MAX price share application, this is your only application. ForTender price share application, this is your only application for at theselected tender price.

5. For FOREIGN CURRENCY securities, subject to the terms of the issue,please note the following: The application monies will be debited fromyour bank account in S$, based on the bank’s prevailing board rates at thetime of application. The different prevailing board rates at the time of theapplication and at the time of refund of application monies may result ineither a foreign exchange profit or loss, or application monies may bedebited and refunds credited in S$ at the same exchange rate.

6. For 1st-Come-1st Serve securities, the number of securities applied formay be reduced, subject to the availability at the point of application.

12 : Check your personal details, details of the share counter you wish to apply for andaccount to debit.

Select: (a) “Nationality”

Enter: (b) your Securities Account number; and

(c) the number of Shares applied for.

Click “Submit”

13 : Check your personal particulars (name, NRIC/Passport number and nationality),details of the share counter you wish to apply for, Securities Account number, accountto debit and number of shares applied for.

14 : Click “Confirm”, “Edit” or “Cancel”.

15 : Print the Confirmation Screen (optional) for your reference and retention only.

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APPENDIX G – RULES OF THE COGENT HOLDINGS EMPLOYEE SHARE OPTION SCHEME

1. NAME OF THE SCHEME

The Scheme shall be called the “Cogent Holdings Employee Share Option Scheme”.

2. DEFINITIONS

2.1 In the Scheme, unless the context otherwise requires, the following words and expressions shallhave the following meanings:

“ Administration Committee” The committee comprising of members of the nominatingcommittee and remuneration committee of the Company toadminister the Scheme

“Adoption Date” The date on which the Scheme is adopted by the Company ingeneral meeting

“Aggregate Subscription The total amount payable for Shares which may be acquired onCost” the exercise of an Option

“Articles” The Articles of Association of the Company, as amended fromtime to time

“Associates” Has the meaning ascribed to it in the SGX-ST Listing Manual

“Auditors” The auditors of the Company for the time being

“Board” The board of directors of the Company

“CDP” The Central Depository (Pte) Limited

“CPF” Central Provident Fund

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

“Company” Cogent Holdings Limited, a public company incorporated inSingapore with limited liability

“control” The capacity to dominate decision making, directly or indirectly,in relation to the financial and operating policies of the Company

“Controlling Shareholder” A person who: (a) holds directly or indirectly 15.0% or more ofthe number of all voting shares in a company; or (b) in factexercises control over a company, unless otherwise determined

“Date of Grant” In relation to an Option, the date on which the Option is grantedpursuant to Rule 6

“Director” A person holding office as a director for the time being of theCompany and/or its Subsidiaries, as the case may be

“Employee” An employee of the Group selected by the AdministrationCommittee to participate in the Scheme

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“Executive Director” A director for the time being of the Company and/or any of itsSubsidiaries, holding office in an executive capacity in theCompany and/or such Subsidiary

“Exercise Period” The period for the exercise of an Option, being a periodcommencing:

(a) after the first anniversary of the Date of Grant and expiringon the tenth anniversary of such Date of Grant in the caseof a Market Price Option; and

(b) after the second anniversary of the Date of Grant andexpiring on the tenth anniversary of such Date of Grant inthe case of an Incentive Option

“Exercise Price” The price at which a Participant shall subscribe for each Shareupon the exercise of an Option which shall be the price asdetermined in accordance with Rule 7, as adjusted inaccordance with Rule 12

“Grantee” The person to whom an offer of an Option is made

“Group” The Company and its Subsidiaries

“Incentive Option” An Option granted with the Exercise Price set at a discount tothe Market Price

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

“Market Price” A price equal to the average of the last dealt prices for theShares on the SGX-ST over the five consecutive Trading Daysimmediately preceding the Date of Grant of that Option, asdetermined by the Administration Committee by reference to thedaily official list or any other publication published by the SGX-ST, rounded to the nearest whole cent in the event of fractionalprices

“Market Price Option” An Option granted with the Exercise Price set at the MarketPrice

“Non-executive Director” A director (other than an Executive Director) from time to time ofthe Company and/or any of its Subsidiaries

“Option” The right to subscribe for Shares granted or to be granted to anEmployee pursuant to the Scheme and for the time beingsubsisting

“Participant” The holder of an Option

“Record Date” The date as at the close of business (or such other time as mayhave been prescribed by the Company) on which Shareholdersmust be registered in order to participate in the dividends, rights,allotments or other distributions (as the case may be)

“Rules” Rules of the Scheme

“Scheme” The Cogent Holdings Employee Share Option Scheme, as thesame may be modified or altered from time to time

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

“Shareholders” Registered holders of Shares, except where the registeredholder is CDP, the term “Shareholders” shall, in relation to suchShares, mean the Depositors whose Securities Accounts arecredited with Shares

“SGX-ST” Singapore Exchange Securities Trading Limited

“SGX-ST Listing Manual” Listing Manual of the SGX-ST

“Shares” Ordinary shares in the capital of the Company

“Subsidiary” A company (whether incorporated within or outside Singaporeand wheresoever resident) being a subsidiary for the time beingof the Company within the meaning of Section 5 of theCompanies Act

“Trading Day” A day on which the Shares are traded on the SGX-ST

“S$” Singapore dollar

“%” Per centum or percentage

2.2 The terms “Depositor”, “Depository Agent” and “Depository Register” shall have the meaningsascribed to them respectively by Section 130A of the Companies Act.

2.3 Words importing the singular number shall, where applicable, include the plural number and viceversa. Words importing the masculine gender shall, where applicable, include the feminine andneuter gender.

2.4 Any reference to a time of a day in the Scheme is a reference to Singapore time.

2.5 Any reference in the Scheme to any enactment is a reference to that enactment as for the timebeing amended or re-enacted. Any word defined under the Companies Act or any statutorymodification thereof and used in the Scheme shall have the meaning assigned to it under theCompanies Act.

3. OBJECTIVES OF THE SCHEME

3.1 The Scheme is a share incentive plan. The Scheme is proposed on the basis that it is important toretain staff whose contributions are essential to the well-being and prosperity of the Group and togive recognition to outstanding Employees who have contributed to the growth of the Group.

3.2 The objectives of the Scheme are as follows:

(a) the motivation of each Participant to optimise his performance standards and efficiency andto maintain a high level of contribution to the Group;

(b) the retention of key employees of the Group whose contributions are essential to the long-term growth and profitability of the Group;

(c) to instill loyalty to, and a stronger identification by the Participants with the long-termprosperity of, the Company;

(d) to attract potential employees with relevant skills to contribute to the Group and to createvalue for the Shareholders of the Company; and

(e) to align the interests of the Participants with the interests of the Shareholders.

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4. ELIGIBILITY OF PARTICIPANTS

4.1 The Employee’s eligibility to participate in the Scheme shall be at the absolute discretion of theAdministration Committee. Such person must:

(i) be confirmed in his/her employment with the Group;

(ii) have attained the age of 21 years on or before the Date of Grant; and

(iii) not be an undischarged bankrupt and must not have entered into a composition with hiscreditors.

4.2 Non-executive Directors who satisfy the eligibility requirements in Rule 4.1(ii) and (iii) shall also beeligible to participate in the Scheme.

4.3 Persons who are Controlling Shareholders and their respective Associates shall, if each suchperson meets the eligibility criteria in Rule 4.1 and 4.2, be eligible to participate in the SchemeProvided That:

(i) their participation in the Scheme is specifically approved by independent Shareholders in aseparate resolution for each such person;

(ii) the aggregate number of Shares which may be offered by way of grant of Options to allControlling Shareholders and their respective Associates under the Scheme shall not exceed25% of the total number of Shares available under the Scheme; and

(iii) the number of Shares which may be offered by way of grant of Options to each ControllingShareholder and his respective Associate under the Scheme shall not exceed 10% of thetotal number of Shares available under the Scheme.

No Option shall be granted to such Controlling Shareholders or their respective Associates unlessthe actual number and terms of Options to be granted shall be approved by independentShareholders in a separate resolution for each such person. A circular, letter or notice toShareholders proposing such a resolution shall include a clear rationale for the proposedparticipation by such Controlling Shareholders or their respective Associates. Such circular, letter ornotice to Shareholders shall also include a clear rationale for the number and terms (includingExercise Price) of the Options to be granted.

4.4 Subject to the Companies Act and any requirement of the SGX-ST, the terms of eligibility forparticipation in the Scheme may be amended from time to time at the absolute discretion of theAdministration Committee, which would be exercised judiciously.

5. MAXIMUM ENTITLEMENT

Subject to Rule 4, Rule 11 and Rule 12, the aggregate number of Shares in respect of whichOptions may be offered to a Grantee for subscription in accordance with the Scheme shall bedetermined at the discretion of the Administration Committee, which would be exercised judiciously,who shall take into account criteria such as the rank and responsibilities within the Group,performance, years of service/appointment and potential for future development of the Grantee andthe performance of the Company.

6. GRANT AND ACCEPTANCE OF OPTIONS

6.1 Subject as provided in Rule 11, the Administration Committee may grant Options at any timeduring the period when the Scheme is in force, provided that in the event that an announcement onany matter of an exceptional nature involving unpublished price sensitive information is made,Options may only be granted on or after the second Market Day from the date on which suchannouncement is released.

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6.2 The Letter of Offer to grant an Option shall be in, or substantially in, the form set out in ScheduleA, subject to such modification as the Administration Committee may from time to time determine.

6.3 An Option shall be personal to the person to whom it is granted and shall not be transferred (otherthan to a Participant’s personal representative on the death of that Participant), charged, assigned,pledged or otherwise disposed of, in whole or in part, except with the prior approval of theAdministration Committee.

6.4 The grant of an Option under this Rule 6 shall be accepted by the Grantee within 30 days from theDate of Grant of that Option and, in any event, not later than 5.00 p.m. on the thirtieth day fromsuch Date of Grant by completing, signing and returning the Acceptance Form in or substantially inthe form set out in Schedule B, subject to such modification as the Administration Committee mayfrom time to time determine, accompanied by payment of S$1.00 as consideration.

6.5 If a grant of an Option is not accepted in the manner as provided in Rule 6.4, such offer shall, uponthe expiry of the 30-day period, automatically lapse and become null, void and of no effect.

7. EXERCISE PRICE

Subject to any adjustment pursuant to Rule 12, the Exercise Price for each Share in respect ofwhich an Option is exercisable shall be determined by the Administration Committee, in its absolutediscretion, on the Date of Grant, at:

(a) a price equal to the Market Price; or

(b) a price which is set at a discount to the Market Price, provided that:

(i) the maximum discount shall not exceed 20.0% of the Market Price (or such otherpercentage or amount as may be determined by the Administration Committee andpermitted by the SGX-ST); and

(ii) the Shareholders in general meeting shall have authorised, in a separate resolution,the making of offers and grants of Options under the Scheme at a discount notexceeding the maximum discount as aforesaid.

8. RIGHTS TO EXERCISE OPTIONS

8.1 Subject as provided in Rule 8 and Rule 9, a Market Price Option or an Incentive Option, as thecase may be, shall be exercisable, in whole or in part, during the Exercise Period applicable to thatOption.

8.2 An Option shall, to the extent unexercised, immediately lapse without any claim whatsoever againstthe Company:

(a) in the event of misconduct on the part of the Participant as determined by the AdministrationCommittee in its discretion;

(b) subject to Rule 8.3(b), where the Participant ceases at any time to be in the employment ofany of the Group, for any reason whatsoever;

(c) the bankruptcy of the Participant or the happening of any other event which results in hisbeing deprived of the legal or beneficial ownership of an Option; or

(d) the company by which he is employed ceasing to be a company within the Group, or theundertaking or part of the undertaking of such company being transferred otherwise than toanother company within the Group.

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For the purpose of Rule 8.2(b), the Participant shall be deemed to have ceased to be so employedas of the last day of his employment. For avoidance of doubt, no Option shall lapse pursuant toRule 8.2(b) in the event of any transfer of employment of a Participant between companies in theGroup.

8.3 In any of the following events, namely:

(a) where the Participant ceases at any time to be in the employment of the Group by reason of:

(i) ill health, injury or disability (in each case, evidenced to the satisfaction of theAdministration Committee);

(ii) redundancy;

(iii) retirement at or after the legal retirement age; or

(iv) retirement before the legal retirement age with the consent of the AdministrationCommittee; or

(b) where the Participant ceases at any time to be in the employment of any of the companies inthe Group by reason of any other event approved in writing by the Administration Committee,

(i) the Participant may exercise any Option:

(ii) in the case where the cessation of employment or cessation to be a Director, as thecase may be, occurs after the first day of the Exercise Period in respect of suchOption, within the period of 18 months after the date of such cessation of employmentor such cessation to be a director, as the case may be, or before the expiry of theExercise Period in respect of that Option, whichever is earlier, and upon expiry of suchperiod the Option shall lapse; and

(iii) in the case where the cessation of employment or cessation to be a Director, as thecase may be, occurs before the first day of the Exercise Period in respect of suchOption, within the period of 18 months after the first day of the Exercise Period inrespect of that Option, and upon expiry of such period the Option shall lapse.

8.4 If a Participant dies, whether or not while still in the employment of any of the companies in theGroup and at the date of his death holds any unexercised Option, such Option shall continue to beexercisable by the duly appointed personal representatives of the Participant:

(a) in the case where death occurs after the first day of the Exercise Period in respect of suchOption, within the period of 18 months after the date of such cessation of employment orbefore the expiry of the Exercise Period in respect of that Option, whichever is earlier, andupon expiry of such period the Option shall lapse; and

(b) in the case where the death occurs before the first day of the Exercise Period in respect ofsuch Option, within the period of 18 months after the first day of the Exercise Period inrespect of that Option, and upon expiry of such period, the Option shall lapse.

9. TAKE-OVER AND WINDING-UP OF THE COMPANY

9.1 Notwithstanding Rule 8 but subject to Rule 9.5, in the event of a take-over being made for theShares, a Participant shall be entitled to exercise any Option held by him and as yet unexercised,in respect of such number of Shares comprised in that Option as may be determined by theAdministration Committee in its absolute discretion, in the period commencing on the date on

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which such offer is made or, if such offer is conditional, the date on which such offer becomes or isdeclared unconditional, as the case may be, and ending on the earlier of:

(a) the expiry of six months thereafter, unless prior to the expiry of such six-month period, at therecommendation of the officer and with the approvals of the Administration Committee andthe SGX-ST, such expiry date is extended to a later date (in either case, being a date fallingnot later than the expiry of the Exercise Period relating thereto); or

(b) the date of expiry of the Exercise Period relating thereto,

whereupon the Option then remaining unexercised shall lapse.

Provided that if during such period, the offeror becomes entitled or bound to exercise rights ofcompulsory acquisition under the provisions of the Companies Act and, being entitled to do so,gives notice to the Participants that it intends to exercise such rights on a specified date, theOption shall remain exercisable by the Participant until the expiry of such specified date or theexpiry of the Exercise Period relating thereto, whichever is earlier. Any Option not so exercisedshall lapse provided that the rights of acquisition or obligations to acquire shall have beenexercised or performed, as the case may be. If such rights or obligations have not been exercisedor performed, the Option shall, notwithstanding Rule 8, remain exercisable until the expiry of theExercise Period relating thereto.

9.2 If under any applicable laws, the court sanctions a compromise or arrangement proposed for thepurposes of, or in connection with, a scheme for the reconstruction of the Company or itsamalgamation with another company or companies, each Participant shall be entitled,notwithstanding Rule 8 but subject to Rule 9.5, to exercise any Option then held by him, in respectof such number of Shares comprised in that Option as may be determined by the AdministrationCommittee in its absolute discretion, during the period commencing on the date upon which thecompromise or arrangement is sanctioned by the court and ending either on the expiry of 60 daysthereafter or the date upon which the compromise or arrangement becomes effective, whichever islater (but not after the expiry of the Exercise Period relating thereto), whereupon the Option shalllapse and become null and void.

9.3 If an order is made for the winding-up of the Company on the basis of its insolvency, all Options, tothe extent unexercised, shall lapse and become null and void.

9.4 In the event a notice is given by the Company to its members to convene a general meeting for thepurposes of considering and, if thought fit, approving a resolution to voluntarily wind-up theCompany, the Company shall on the same date as or soon after it dispatches such notice to eachmember of the Company give notice thereof to all Participants (together with a notice of theexistence of the provision of this Rule 9.4) and thereupon, each Participant (or his personalrepresentative) shall be entitled to exercise all or any of his Options at any time not later than twobusiness days prior to the proposed general meeting of the Company by giving notice in writing tothe Company, accompanied by a remittance for the Aggregate Subscription Cost whereupon theCompany shall as soon as possible and in any event, no later than the business day immediatelyprior to the date of the proposed general meeting referred to above, allot the relevant Shares to theParticipant credited as fully paid.

9.5 If in connection with the making of a general offer referred to in Rule 9.1 or the scheme referred toin Rule 9.2 or the winding-up referred to in Rule 9.4, arrangements are made (which are confirmedin writing by the Auditors, acting only as experts and not as arbitrators, to be fair and reasonable)for the compensation of Participants, whether by the continuation of their Options or the payment ofcash or the grant of other options or otherwise, a Participant holding an Option, as yet notexercised, may not, at the discretion of the Administration Committee, be permitted to exercise thatOption as provided for in this Rule 9.

9.6 To the extent that an Option is not exercised within the periods referred to in this Rule 9, it shalllapse and become null and void.

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10. EXERCISE OF OPTIONS, ALLOTMENT AND LISTING OF SHARES

10.1 Subject to Rule 8.1, an Option may be exercised, in whole or in part, by a Participant giving noticein writing to the Company in or substantially in the form set out in Schedule C, subject to suchmodification as the Administration Committee may from time to time determine. Such notice mustbe accompanied by payment in cash for the Aggregate Subscription Cost in respect of the Sharesfor which that Option is exercised and any other documentation the Administration Committee mayrequire. An Option shall be deemed to be exercised upon receipt by the Company of the saidnotice, duly completed, and the Aggregate Subscription Cost. All payments made shall be made bycheque, cashiers’ order, banker’s draft or postal order made out in favour of the Company or suchother mode of payment as may be acceptable to the Company.

10.2 Subject to all such consents or other required action of any competent authority under anyregulations or enactment for the time being in force as may be necessary and subject to thecompliance with the terms of the Scheme and the Memorandum and Articles of Association of theCompany, the Company shall, within 10 Market Days after the exercise of an Option, allot therelevant Shares and despatch to CDP the relevant share certificates by ordinary post or such othermode as the Administration Committee may deem fit. The Company shall, as soon as practicableafter such allotment, apply to the SGX-ST for permission to deal in and for quotation of suchShares, if necessary.

10.3 Shares which are allotted on the exercise of an Option by a Participant shall be issued in the nameof CDP to the credit of the securities account of that Participant maintained with CDP, the securitiessub-account of that Participant maintained with a Depository Agent or the CPF investment accountmaintained with a CPF agent bank.

10.4 Shares allotted and issued on exercise of an Option shall:

(a) be subject to all the provisions of the Memorandum and Articles of Association of theCompany; and

(b) rank in full for all entitlements, including dividends or other distributions declared orrecommended in respect of the then existing Shares, the Record Date for which is on orafter the relevant date upon which such exercise occurred, and shall in all other respectsrank pari passu with other existing Shares then in issue.

10.5 The Company shall keep available sufficient unissued Shares to satisfy the full exercise of allOptions for the time being remaining capable of being exercised.

11. LIMITATION ON THE SIZE OF THE SCHEME

The total number of new Shares over which the Administration Committee may grant Options onany date, when added to the number of new Shares issued and issuable in respect of (a) allOptions granted under the Scheme, and (b) all awards granted under any other share option, shareincentive, performance share or restricted share plan implemented by the Company and for thetime being in force, shall not exceed 15.0% of the number of all issued Shares (excluding treasuryshares, as defined in the Companies Act) on the day preceding that date.

12. ADJUSTMENT EVENTS

12.1 If a variation in the issued ordinary share capital of the Company (whether by way of acapitalisation of profits or reserves or rights issue, reduction, subdivision, consolidation, distributionor otherwise) shall take place, then:

(a) the Exercise Price of the Shares, class and/or number of Shares comprised in an Option tothe extent unexercised; and/or

(b) the class and/or number of Shares over which Options may be granted under the Scheme,

shall be adjusted in such manner as the Administration Committee may determine to beappropriate.

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12.2 Unless the Administration Committee considers an adjustment to be appropriate, the issue ofsecurities as consideration for an acquisition or a private placement of securities, or thecancellation of issued Shares purchased or acquired by the Company by way of a market purchaseof such Shares undertaken by the Company on the SGX-ST during the period when a sharepurchase mandate granted by the Shareholders (including any renewal of such mandate) is inforce, shall not normally be regarded as a circumstance requiring adjustment.

12.3 Notwithstanding the provisions of Rule 12.1:

(a) no such adjustment shall be made if as a result the Participant receives a benefit that aShareholder does not receive; and

(b) any adjustment (except in relation to a capitalisation issue) must be confirmed in writing bythe Auditors (acting only as experts and not as arbitrators) to be in their opinion, fair andreasonable.

12.4 Upon any adjustment required to be made pursuant to this Rule 12, the Company shall notify theParticipant (or his duly appointed personal representatives where applicable) in writing and deliverto him (or his duly appointed personal representatives where applicable) a statement setting forththe Exercise Price thereafter in effect and class and/or number of Shares thereafter to be issuedon the exercise of the Option. Any adjustment shall take effect upon such written notification beinggiven.

13. ADMINISTRATION OF THE SCHEME

13.1 The Scheme shall be administered by the Administration Committee in its absolute discretion withsuch powers and duties as are conferred on it by the Board, provided that no member of theAdministration Committee shall participate in any deliberation or decision in respect of Options tobe granted to him or held by him.

13.2 The Administration Committee shall have the power, from time to time, to make and vary suchregulations (not being inconsistent with the Scheme) for the implementation and administration ofthe Scheme as they think fit. Any matter pertaining or pursuant to the Scheme and any disputeand uncertainty as to the interpretation of the Scheme, any rule, regulation or procedurethereunder or any rights under the Scheme shall be determined by the Administration Committee.

13.3 Neither the Scheme nor the grant of Options under the Scheme shall impose on the Company orthe Administration Committee any liability whatsoever in connection with:

(a) the lapsing or early expiry of any Options pursuant to any provision of the Scheme;

(b) the failure or refusal by the Administration Committee to exercise, or the exercise by theAdministration Committee of, any discretion under the Scheme; and/or

(c) any decision or determination of the Administration Committee made pursuant to anyprovision of the Scheme.

13.4 Any decision or determination of the Administration Committee made pursuant to any provision ofthe Scheme (other than a matter to be certified by the Auditors) shall be final, binding andconclusive.

14. NOTICES

14.1 Any notice required to be given by a Participant to the Company shall be sent or made to theprincipal place of business of the Company or such other addresses (including electronic mailaddresses) or facsimile number, and marked for the attention of the Administration Committee, asmay be notified by the Company to him in writing.

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14.2 Any notices or documents required to be given to a Participant or any correspondence to be madebetween the Company and the Participant shall be given or made by the Administration Committee(or such person(s) as it may from time to time direct) on behalf of the Company and shall bedelivered to him by hand or sent to him at his home address, electronic mail address or facsimilenumber according to the records of the Company or the last known address, electronic mailaddress or facsimile number of the Participant.

14.3 Any notice or other communication from a Participant to the Company shall be irrevocable, andshall not be effective until received by the Company. Any other notice or communication from theCompany to a Participant shall be deemed to be received by that Participant, when left at theaddress specified in Rule 14.2 or, if sent by post, on the day following the date of posting or, if sentby electronic mail or facsimile transmission, on the day of despatch.

15. MODIFICATIONS TO THE SCHEME

15.1 Any or all the provisions of the Scheme may be modified and/or altered at any time and from timeto time by resolution of the Administration Committee, except that:

(a) no modification or alteration shall alter adversely the rights attaching to any Option grantedprior to such modification or alteration except with the consent in writing of such number ofParticipants who, if they exercised their Options in full, would thereby become entitled to notless than 75.0% of the number of all the Shares which would fall to be allotted upon exercisein full of all outstanding Options;

(b) any modification or alteration which would be to the advantage of Participants under theScheme shall be subject to the prior approval of the Shareholders in general meeting; and

(c) no modification or alteration shall be made without the prior approval of the SGX-ST andsuch other regulatory authorities as may be necessary.

15.2 Notwithstanding anything to the contrary contained in Rule 15.1, the Administration Committee mayat any time by resolution (and without other formality, save for the prior approval of the SGX-ST)amend or alter the Scheme in any way to the extent necessary to cause the Scheme to complywith any statutory provision or the provision or the regulations of any regulatory or other relevantauthority or body (including the SGX-ST).

15.3 Written notice of any modification or alteration made in accordance with this Rule 15 shall be givento all Participants.

16. TERMS OF EMPLOYMENT UNAFFECTED

The terms of employment of a Participant shall not be affected by his participation in the Scheme,which shall neither form part of such terms nor entitle him to take into account such participation incalculating any compensation or damages on the termination of his employment for any reason.

17. DURATION OF THE SCHEME

17.1 The Scheme shall continue to be in force at the discretion of the Administration Committee, subjectto a maximum period of 10 years commencing on the Adoption Date, provided always that theScheme may continue beyond the above stipulated period with the approval of the Shareholders byordinary resolution in general meeting and of any relevant authorities which may then be required.

17.2 The Scheme may be terminated at any time by the Administration Committee, at the discretion ofthe Administration Committee, or by resolution of the Company in general meeting, subject to allrelevant approvals which may be required and if the Scheme is so terminated, no further Optionsshall be offered by the Company hereunder.

17.3 The termination of the Scheme shall not affect Options which have been granted and accepted asprovided in Rule 6.4, whether such Options have been exercised (whether fully or partially) or not.

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18. TAXES

All taxes (including income tax) arising from the exercise of any Option granted to any Participantunder the Scheme shall be borne by that Participant.

19. COSTS AND EXPENSES OF THE SCHEME

19.1 Each Participant shall be responsible for all fees of CDP relating to or in connection with the issueand allotment of any Shares pursuant to the exercise of any Option in CDP’s name, the deposit ofshare certificate(s) with CDP, the Participant’s securities account with CDP, or the Participant’ssecurities sub-account with a Depository Agent or CPF investment account with a CPF agent bank.

19.2 Save for the taxes referred to in Rule 18 and such other costs and expenses expressly provided inthe Scheme to be payable by the Participants, all fees, costs and expenses incurred by theCompany in relation to the Scheme including but not limited to the fees, costs and expensesrelating to the allotment and issue of Shares pursuant to the exercise of any Option shall be borneby the Company.

20. DISCLAIMER OF LIABILITY

Notwithstanding any provisions herein contained, the Administration Committee and the Companyshall not under any circumstances be held liable for any costs, losses, expenses and damageswhatsoever and howsoever arising in any event, including but not limited to the Company’s delay inissuing the Shares or applying for or procuring the listing of the Shares on the SGX-ST inaccordance with Rule 10.2.

21. DISCLOSURE IN ANNUAL REPORT

The following disclosures (as applicable) will be made by the Company in its annual report for solong as the Scheme continues in operation:

(a) the names of the members of the Administration Committee;

(b) the information in respect of Options granted to the following Participants in the table set outbelow:

(i) Directors of the Company;

(ii) Participants who are Controlling Shareholders of the Company and their Associates;and

(iii) Participants, other than those in (i) and (ii) above, who receive 5.0% or more of thetotal number of Shares comprised in Options available under the Scheme.

Name of Number of Aggregate Aggregate AggregateParticipant Shares number number number

comprised of Shares of Shares of Shares in Options comprised comprised comprised granted during in Options in Options in Options financial year granted since exercised since outstanding under review commencement commencement as at end (including of Scheme of Scheme of financial terms) to end to end year under

of financial of financial reviewyear under year underreview review

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(c) the number of Incentive Options during the financial year under review in the followingbands:

Discount to the Market Price Aggregate number of Proportion of Incentive % Incentive Options Options to Market Price

granted during Options granted during the financial year the financial year under review under review

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(d) Disclosure in the annual report of information on Options granted to directors and employeesof the Company’s parent company and its subsidiaries would not be necessary as suchpersons are not Participants.

22. ABSTENTION FROM VOTING

Participants who are Shareholders are to abstain from voting on any Shareholders’ resolutionrelating to the Scheme.

23. DISPUTES

Any disputes or differences of any nature arising hereunder shall be referred to the AdministrationCommittee and its decision shall be final and binding in all respects.

24. GOVERNING LAW

The Scheme shall be governed by, and construed in accordance with, the laws of the Republic ofSingapore. The Participants, by accepting Options in accordance with the Scheme, and theCompany submit to the exclusive jurisdiction of the courts of the Republic of Singapore.

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Schedule A


LETTER OF OFFER

Serial No:

Date:

To: [Name][Designation][Address]

Private and Confidential

Dear Sir/Madam,

1. We have the pleasure of informing you that, pursuant to the Cogent Holdings Employee ShareOption Scheme (the “Share Option Scheme”), you have been nominated to participate in theShare Option Scheme by the Administration Committee (the “Administration Committee”)appointed by the Board of Directors of Cogent Holdings Limited (the “Company”) to administer theShare Option Scheme. Terms as defined in the Share Option Scheme shall have the samemeaning when used in this letter.

2. Accordingly, in consideration of the payment of a sum of S$1.00, an offer is hereby made to grantyou an option (the “Option”), to subscribe for and be allotted Shares at the priceof S$ for each Share.

3. The Option is personal to you and shall not be transferred, charged, pledged, assigned orotherwise disposed of by you, in whole or in part, except with the prior approval of theAdministration Committee.

4. The Option shall be subject to the terms of the Share Option Scheme, a copy of which is availablefor inspection at the business address of the Company.

5. If you wish to accept the offer of the Option on the terms of this letter, please sign and return theenclosed Acceptance Form with a sum of S$1.00 not later than 5.00 p.m. on , failingwhich this offer will lapse.

Yours faithfully,For and on behalf ofCogent Holdings Limited

Name:Designation:

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Schedule B


ACCEPTANCE FORM

Serial No:

Date:

To: The Administration Committee,Cogent Holdings Employee Share Option Scheme,

Closing Date for Acceptance of Offer:

Number of Shares Offered:

Exercise Price for each Share: S$

Total Amount Payable:S$

I have read your Letter of Offer dated and agree to be bound by the terms of theLetter of Offer and the Share Option Scheme referred to therein. Terms defined in your Letter of Offershall have the same meanings when used in this Acceptance Form.

I hereby accept the Option to subscribe for Shares at S$ for each Share. Ienclose cash for S$1.00 in payment for the purchase of the Option/I authorise my employer to deduct thesum of S$1.00 from my salary in payment for the purchase of the Option.

I understand that I am not obliged to exercise the Option.

I confirm that my acceptance of the Option will not result in the contravention of any applicable law orregulation in relation to the ownership of shares in the Company or options to subscribe for such shares.

I agree to keep all information pertaining to the grant of the Option to me confidential.

I further acknowledge that you have not made any representation to induce me to accept the offer andthat the terms of the Letter of Offer and this Acceptance Form constitute the entire agreement betweenus relating to the offer.

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Please print in block letters

Name in full :

Designation :

Address :

Nationality :

*NRIC/Passport No. :

Signature :

Date :

Note:

* Delete accordingly

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Schedule C


FORM OF EXERCISE OF OPTION

Total number of ordinary shares (the “Shares”) offered at S$ for each Share (the “Exercise Price”) under the Cogent Holdings Employee Share Option Scheme on (Date of Grant) :

Number of Shares previously allotted thereunder :

Outstanding balance of Shares to be allotted thereunder :

Number of Shares now to be subscribed :

To: The Administration Committee,Cogent Holdings Employee Share Option Scheme,

1. Pursuant to your Letter of Offer dated and my acceptance thereof, I herebyexercise the Option to subscribe for Shares in Cogent Holdings Limited (the“Company”) at S$ for each Share.

2. I enclose a *cheque/cashier’s order/banker’s draft/postal order no. forS$ by way of subscription for the total number of the said Shares.

3. I agree to subscribe for the said Shares subject to the terms of the Letter of Offer, the CogentHoldings Employee Share Option Scheme and the Memorandum and Articles of Association of theCompany.

4. I declare that I am subscribing for the said Shares for myself and not as a nominee for any otherperson.

5. I request the Company to allot and issue the Shares in the name of The Central Depository (Pte)Limited (“CDP”) for credit of my *Securities Account with CDP/Sub-Account with the DepositoryAgent/CPF investment account with my Agent Bank specified below and I hereby agree to bearsuch fees or other charges as may be imposed by CDP in respect thereof.

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Please print in block letters

Name in full :

Designation :

Address :

Nationality :

*NRIC/Passport No. :

*Direct SecuritiesAccount No. :

OR

*Sub-Account No. :

Name of Depository Agent :

OR

*CPF InvestmentAccount No. :

Name of Agent Bank :

Signature :

Date :

Note:

* Delete accordingly

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APPENDIX H – RULES OF THE COGENT HOLDINGS PERFORMANCESHARE PLAN

1. NAME OF THE PLAN

This Plan shall be called the “Cogent Holdings Performance Share Plan”.

2. DEFINITIONS

2.1 In this Plan, unless the context otherwise requires, the following words and expressions shall havethe following meanings:

“Administration Committee” The Administration Committee comprising of members of thenominating committee and remuneration committee of theCompany to administer the Plan

“Adoption Date” The date on which the Plan is adopted by the Company ingeneral meeting

“Articles” The Articles of Association of the Company, as amended ormodified from time to time

“Associates” Has the meaning ascribed to it in the SGX-ST Listing Manual

“Auditors” The auditors for the time being of the Company

“Award” A contingent award of Shares granted under Rule 5

“Award Letter” A letter in such form as the Administration Committee shallapprove, confirming an Award granted to a Participant by theAdministration Committee

“Board” The board of directors of the Company

“CDP” The Central Depository (Pte) Limited

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

“Company” Cogent Holdings Limited, a public company incorporated inSingapore with limited liability

“control” The capacity to dominate decision-making, directly or indirectly,in relation to the financial and operating policies of a company

“Controlling Shareholder” A person who: (a) holds directly or indirectly 15.0% or more ofthe number of all voting shares in a company; or (b) in factexercises control over a company, unless otherwise determined

“Date of Grant” In relation to an Award, the date on which the Award is grantedpursuant to Rule 5

“Director” A person holding office as a director for the time being of theCompany and/or any of its Subsidiaries, as the case may be

“Employee” An employee of the Group selected by the AdministrationCommittee to participate in the Plan

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“Executive Director” A director for the time being of the Company and/or any of itsSubsidiaries, holding office in an executive capacity in theCompany and/or such Subsidiary

“Group” The Company and its Subsidiaries

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

“New Shares” The new Shares which may be allotted and issued from time totime pursuant to the release of Awards granted under the Plan

“Non-executive Director” A director (other than an Executive Director) from time to timeof the Company and/or any of its Subsidiaries

“Participant” The holder of an Award

“Performance Condition” In relation to a Performance-related Award, the conditionspecified on the Date of Grant in relation to that Award

“Performance-related Award” An Award in relation to which a Performance Condition isspecified

“Performance Period” In relation to a Performance-related Award, a period, theduration of which is to be determined by the AdministrationCommittee on the Date of Grant, during which the PerformanceCondition is to be satisfied

“Plan” The Cogent Holdings Performance Share Plan, as the samemay be modified or altered from time to time

“Record Date” The date as at the close of business (or such other time asmay have been prescribed by the Company) on whichShareholders must be registered in order to participate in thedividends, rights, allotments or other distributions (as the casemay be)

“Release” In relation to an Award, the release at the end of the VestingPeriod relating to that Award of all or some of the Shares towhich that Award relates in accordance with Rule 7 and, to theextent that any Shares which are the subject of the Award arenot released pursuant to Rule 7, the Award in relation to thoseShares shall lapse accordingly, and “Released” shall beconstrued accordingly

“Released Award” An Award in respect of which the Vesting Period relating to thatAward has ended and which has been released in accordancewith Rule 7

“Rules” Rules of the Plan

“SGX-ST” Singapore Exchange Securities Trading Limited

“SGX-ST Listing Manual” Listing Manual of the SGX-ST

“Cogent Holdings Employee The share option scheme that may be adopted by the Share Option Scheme” Company on terms determined by the Company as may be

modified or altered from time to time.

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

“Shareholders” Registered holders of Shares, except where the registeredholder is CDP, the term “Shareholders” shall, in relation to suchShares, mean the Depositors whose Securities Accounts arecredited with Shares

“Shares” Ordinary shares in the capital of the Company

“Subsidiary” A company (whether incorporated within or outside Singaporeand wheresoever resident) being a subsidiary for the timebeing of the Company within the meaning of Section 5 of theCompanies Act

“Trading Day” A day on which the Shares are traded on the SGX-ST

“Vesting” In relation to Shares which are the subject of a ReleasedAward, the absolute entitlement to all or some of the Shareswhich are the subject of a Released Award and “Vest” and“Vested” shall be construed accordingly

“Vesting Date” In relation to Shares which are the subject of a ReleasedAward, the date (as determined by the AdministrationCommittee and notified to the relevant Participant) on whichthose Shares have Vested pursuant to Rule 7

“Vesting Period” In relation to an Award, a period or periods, the duration ofwhich is to be determined by the Administration Committee atthe Date of Grant

“S$” Singapore dollars

“%” Per centum or percentage

2.2 The terms “Depositor”, “Depository Agent” and “Depository Register” shall have the meaningsascribed to them, respectively, in Section 130A of the Companies Act.

2.3 Words importing the singular number shall, where applicable, include the plural number and viceversa. Words importing the masculine gender shall, where applicable, include the feminine andneuter gender.

2.4 Any reference to a time of a day in the Plan is a reference to Singapore time.

2.5 Any reference in the Plan to any enactment is a reference to that enactment as for the time beingamended or re-enacted. Any word defined under the Companies Act and used in the Plan shallhave the meaning assigned to it under the Companies Act.

3. OBJECTIVES OF THE PLAN

3.1 The Plan is a performance incentive scheme which will form an integral part of the Group’sincentive compensation program.

3.2 The objectives of the Plan are as follows:

(a) provide an opportunity for Participants to participate in the equity of the Company, therebyinculcating a stronger sense of identification with the long term prosperity of the Group andpromoting organisational commitment, dedication and loyalty of Participants towards theGroup;

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(b) motivate Participants to strive towards performance excellence and to maintain a high levelof contribution to the Group;

(c) give recognition to contributions made or to be made by Participants by introducing avariable component into their remuneration package; and

(d) make employee remuneration sufficiently competitive to recruit new Participants and/or toretain existing Participants whose contributions are important to the long term growth andprofitability of the Group.

4. ELIGIBILITY OF PARTICIPANTS

4.1 Any person shall be eligible to participate in the Plan at the absolute discretion of theAdministration Committee if at the Date of Grant such person must:

(a) be confirmed in his/her employment with the Group;

(b) he shall have attained the age of 21 years; and

(c) he shall not be an undischarged bankrupt and must not have entered into a composition withhis/her creditors.

4.2 Non-executive Directors who satisfy the eligibility requirements in Rule 4.1(b) and (c) shall also beeligible to participate in the Plan.

4.3 Persons who are Controlling Shareholders and their respective Associates shall, if each suchperson meets the eligibility criteria in Rule 4.1 and 4.2, be eligible to participate in the PlanProvided That:-

(i) their participation in the Plan is specifically approved by independent Shareholders in aseparate resolution for each such person;

(ii) the aggregate number of Shares which may be awarded to all Controlling Shareholders andtheir respective Associates under the Plan shall not exceed 25% of the total number ofShares available under the Plan; and

(iii) the number of Shares which may be awarded to each Controlling Shareholder and hisrespective Associate under the Plan shall not exceed 10% of the total number of Sharesavailable under the Plan.

No Award shall be granted to such Controlling Shareholders or their respective Associates unlessthe actual number and terms of Awards to be granted shall be approved by independentShareholders in a separate resolution for each such person. A circular, letter or notice toShareholders proposing such a resolution shall include a clear rationale for the proposedparticipation by such Controlling Shareholders or their respective Associates. Such circular, letter ornotice to Shareholders shall also include a clear rationale for the number of the Awards to begranted.

4.4 Controlling Shareholders and their Associates who have contributed to the success anddevelopment of the Group are, subject to the absolute discretion of the Administration Committee,eligible to participate in the Plan provided that the participation by each such ControllingShareholder or Associate and each grant of Awards to any one of them may be effected only withthe specific prior approval of independent Shareholders at a general meeting in separateresolutions and to approve the actual number and terms of Awards to be granted. The Companywill at such time provide the rationale and justification for any proposal to grant Awards toControlling Shareholders or their Associates.

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4.5 The eligibility of Participants to participate in the Plan, and the number of Shares which are thesubject of each Award to be granted to a Participant in accordance with the Plan and the VestingPeriod shall be determined at the absolute discretion of the Administration Committee, which shalltake into account,

(a) the financial performance of the Group;

(b) in respect of a Participant being an Employee, criteria such as his rank, job performance,potential for future development and his contribution to the success and development of theGroup; and

(c) in respect of a Participant being an Non-executive Director, criteria such as his contributionto the success and development of the Group.

In addition, for Performance-related Awards, the extent of effort required to achieve thePerformance Condition within the Performance Period shall also be considered.

4.6 Subject to the Companies Act and any requirement of the SGX-ST, the terms of eligibility forparticipation in the Plan may be amended from time to time at the absolute discretion of theAdministration Committee, which would be exercised judiciously.

5. GRANT OF AWARDS

5.1 Subject as provided in Rule 8, the Administration Committee may grant Awards to Employees asthe Administration Committee may select in its absolute discretion, at any time during the periodwhen the Plan is in force.

5.2 The Administration Committee shall decide, in its absolute discretion, in relation to each Award:

(a) the Participant;

(b) the Date of Grant;

(c) the number of Shares which are the subject of the Award;

(d) the prescribed Vesting Period(s);

(e) the extent to which Shares which are the subject of that Award shall be Released at the endof each prescribed Vesting Period; and

(f) in the case of a Performance-related Award, the Performance Period and the PerformanceCondition,

PROVIDED THAT:

(i) any grant of an Award to Non-executive Directors will be subject to and shall comply with theprovisions of Section 76 of the Companies Act; and

(ii) subject to Rules 5.3 and 6, the Vesting Period(s) shall not be of shorter duration than theminimum vesting periods prescribed under the SGX-ST Listing Manual in respect ofemployee share options.

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5.3 The Administration Committee may amend or waive the Vesting Period(s) and, in the case of aPerformance related Award, the Performance Period and/or the Performance Condition in respectof any Award:

(a) in the event of a general offer (whether conditional or unconditional) being made for all orany part of the Shares, or a scheme of arrangement or compromise between the Companyand its Shareholders being sanctioned by the Court under the Companies Act, or a proposalto liquidate or sell all or substantially all of the assets of the Company; or

(b) in the case of a Performance-related Award, if anything happens which causes theAdministration Committee to conclude that:

(i) a changed Performance Condition would be a fairer measure of performance, andwould be no less difficult to satisfy; or

(ii) the Performance Condition should be waived as the Participant has achieved a level ofperformance that the Administration Committee considers satisfactory notwithstandingthat the Performance Condition may not have been fulfilled,

and shall notify the Participants of such change or waiver (but accidental omission to give notice toany Participant(s) shall not invalidate any such change or waiver).

5.4 As soon as reasonably practicable after making an Award, the Administration Committee shall sendto each Participant an Award Letter confirming the Award and specifying in relation to the Award:

(a) the Date of Grant;

(b) the number of Shares which are the subject of the Award;

(c) the prescribed Vesting Period(s);

(d) the extent to which Shares which are the subject of that Award shall be released at the endof each prescribed Vesting Period; and

(e) in the case of a Performance-related Award, the Performance Period and the PerformanceCondition.

5.5 Participants are not required to pay for the grant of Awards.

5.6 An Award or Released Award shall be personal to the Participant to whom it is granted and noAward or Released Award or any rights thereunder shall not be transferred, charged, assigned,pledged, mortgaged, encumbered or otherwise disposed of, in whole or in part, and if a Participantshall do, suffer or permit any such act or thing as a result of which he would or might be deprivedof any rights under an Award or Released Award, that Award or Released Award shall immediatelylapse.

6. EVENTS PRIOR TO THE VESTING DATE

6.1 An Award, to the extent not yet Released, shall forthwith become void and cease to have effect onthe occurrence of any of the following events (and in such an event, the Participant shall have noclaim whatsoever against the Company, its Directors or employees):

(a) a Participant, being an Employee, ceasing for any reason whatsoever, to be in theemployment of the Company and/or the relevant Subsidiary or in the event the company bywhich the Employee is employed ceases to be a company in the Group;

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(b) a Participant, being a Non-executive Director, ceasing to be a director of the Companyand/or the relevant Subsidiary, as the case may be, for any reason whatsoever;

(c) upon the bankruptcy of the Participant or the happening of any other event which results inhim being deprived of the legal or beneficial ownership of or interest in such Award;

(d) ill health, injury, disability or death of a Participant;

(e) a Participant commits any breach of any of the terms of his Award;

(f) misconduct on the part of a Participant as determined by the Company in its discretion;

(g) a take-over, winding-up or reconstruction of the Company; and/or

(h) any other event approved by the Administration Committee.

For the purpose of Rule 6.1(a) above, an Employee shall be deemed to have ceased to be in theemployment of the Company or the Subsidiary (as the case may be) on the date on which he givesnotice of termination of employment, unless prior to the date on which termination takes effect, theEmployee has (with the consent of the Company or the Subsidiary (as the case may be))withdrawn such notice.

For the purpose of Rule 6.1(b), a Participant shall be deemed to have ceased to be an Non-executive Director as of the date the notice of resignation of or termination of directorship, as thecase may be, is tendered by or is given to him, unless such notice shall be withdrawn prior to itseffective date.

6.2 The Administration Committee may in its absolute discretion and on such terms and conditions asit deems fit, preserve all or any part of any Award notwithstanding the provisions of any other Rulesincluding Rules 6.1 and 7.1. Further to such exercise of discretion, the Awards shall be deemed notto have become void nor cease to have effect in accordance with the relevant provisions in Rule6.1.

6.3 Without prejudice to the provisions of Rules 5.3 and 7.1, to the extent of an Award yet to beReleased, if any of the following occurs:

(a) a general offer (whether conditional or unconditional) being made for all or any part of theShares;

(b) a scheme of an arrangement or compromise between the Company and its Shareholdersbeing sanctioned by the Court under the Companies Act;

(c) an order for the compulsory winding-up of the Company is made; or

(d) a resolution for a voluntary winding-up (other than for amalgamation or reconstruction) of theCompany being made,

the Administration Committee may consider, at its discretion, whether or not to Release suchAward. If the Administration Committee decides to Release such Award, then in determining thenumber of Shares to be Vested in respect of such Award, the Administration Committee will haveregard to the proportion of the Vesting Period(s) which has elapsed and the extent to which thePerformance Condition (if any) has been satisfied. Where such Award is Released, theAdministration Committee will, as soon as practicable after such Release, procure the allotment ortransfer to each Participant of the number of Shares so determined, such allotment or transfer tobe made in accordance with Rule 7.

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7. RELEASE OF AWARDS

7.1 (a) In relation to each Performance-related Award, as soon as reasonably practicable after theend of the relevant Performance Period, the Administration Committee shall review thePerformance Condition specified in respect of that Award and determine whether it has beensatisfied and, if so, the extent to which it has been satisfied.

If the Administration Committee determines in its sole discretion that the PerformanceCondition has not been satisfied or if the relevant Participant (being an Employee) has notcontinued to be an Employee from the Date of Grant up to the end of the relevantPerformance Period, that Award shall lapse and be of no value and the provisions of Rule 7(save for this Rule 7.1(a)) shall be of no effect.

The Administration Committee shall have the discretion to determine whether thePerformance Condition has been satisfied (whether fully or partially) or exceeded and, inmaking any such determination, the Administration Committee shall have the right to makecomputational adjustments to the audited results of the Company or the Group, as the casemay be, to take into account such factors as the Administration Committee may determine tobe relevant, including changes in accounting methods, taxes and extraordinary events.

Subject to:

(i) (in relation to a Performance-related Award) the Administration Committee havingdetermined that the Performance Condition has been satisfied;

(ii) the relevant Participant (being an Employee) having continued to be an Employeefrom the Date of Grant up to the end of the relevant Vesting Period;

(iii) the Administration Committee being of the opinion that the job performance of therelevant Participant has been satisfactory;

(iv) such consents (including any approvals required by the SGX-ST) as may benecessary;

(v) compliance with the terms of the Award, the Plan, the Articles and the Memorandumof Association of the Company;

(vi) where Shares are to be allotted or transferred on the release of an Award, theParticipant having a securities account with CDP and compliance with the applicablerequirements of CDP; and

(vii) where New Shares are to be allotted on the release of an Award, the Company beingsatisfied that the Shares which are the subject of the Released Award will be listed forquotation on the SGX-ST,

upon the expiry of each Vesting Period in relation to an Award, the Company shall Releaseto the relevant Participant the Shares to which his Award relates on the Vesting Date.

(b) Shares which are the subject of a Released Award shall be Vested to a Participant on theVesting Date, which shall be a Market Day falling as soon as practicable after the Release ofsuch Award in accordance with Rule 7.1(a) and, on the Vesting Date, the AdministrationCommittee will procure the allotment or transfer to each Participant of the number of Sharesso determined.

(c) Where New Shares are allotted upon the Vesting of any Award, the Company shall, as soonas practicable after such allotment, apply to the SGX-ST for the listing and quotation of suchShares.

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7.2 Shares which are allotted or transferred on the Release of an Award to a Participant shall beregistered in the name of, or transferred to, CDP to the credit of the securities account of thatParticipant maintained with CDP or the securities sub-account of that Participant maintained with aDepository Agent.

7.3 New Shares allotted and issued, and existing Shares procured by the Company on behalf of theParticipants for transfer, upon the Release of an Award shall:

(a) be subject to all the provisions of the Articles and the Memorandum of Association of theCompany; and

(b) rank for any dividend, right, allotment or other distribution on the Record Date of which is onor after the relevant Vesting Date and (subject as aforesaid) will rank pari passu in allrespects with the Shares then existing.

8. LIMITATION ON THE SIZE OF THE PLAN

The aggregate number of Shares which may be issued and/or transferred pursuant to Awardsgranted under the Plan on any date, when added to the number of Shares issued and issuableand/or transferred and transferrable in respect of (a) all Awards granted under the Plan, and (b) alloptions granted under any other share option, share incentive, performance share or restrictedshare plan implemented by the Company and for the time being in force, shall not exceed 15.0% ofthe number of all issued Shares (excluding treasury shares, as defined in the Companies Act) onthe day preceding that date.

9. ADJUSTMENT EVENTS

9.1 If a variation in the issued share capital of the Company (whether by way of a capitalisation ofprofits or reserves, rights issue, reduction, subdivision, consolidation, distribution or otherwise)shall take place, then:

(a) the class and/or number of Shares which are the subject of an Award to the extent not yetVested and the rights attached thereto; and/or

(b) the class and/or number of Shares in respect of which Awards may be granted under thePlan,

may, at the option of the Administration Committee, be adjusted in such manner as theAdministration Committee may determine to be appropriate, provided that any such adjustmentshall be made in such a way that a Participant will not receive a benefit that a Shareholder doesnot receive.

9.2 Unless the Administration Committee considers an adjustment to be appropriate, the issue ofsecurities as consideration for an acquisition or a private placement of securities, or thecancellation of issued Shares purchased or acquired by the Company by way of a market purchaseof such Shares undertaken by the Company on the SGX-ST during the period when a sharepurchase mandate granted by Shareholders (including any renewal of such mandate) is in force,shall not normally be regarded as a circumstance requiring adjustment.

9.3 Notwithstanding the provisions of Rule 9.1, any adjustment (except in relation to a capitalisationissue) must be confirmed in writing by the Auditors (acting only as experts and not as arbitrators)to be in their opinion, fair and reasonable.

9.4 Upon any adjustment being made pursuant to this Rule 9, the Company shall notify the Participant(or his duly appointed personal representatives where applicable) in writing and deliver to him (orhis duly appointed personal representatives where applicable) a statement setting forth the classand/or number of Shares thereafter to be issued or transferred on the Vesting of an Award and thedate on which such adjustment shall take effect.

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9.5 Notwithstanding the provisions of Rule 9.1 or that no adjustment is required under the provisions ofthe Plan, the Administration Committee may, in any circumstances where it considers that noadjustment should be made or that it should take effect on a different date or that an adjustmentshould be made to any of the matters referred to in Rule 9.1 notwithstanding that no adjustment isrequired under the said provisions (as the case may be), request the Auditors to consider whetherfor any reasons whatsoever the adjustment or the absence of an adjustment is appropriate orinappropriate as the case may be, and, after such consideration, no adjustment shall take place orthe adjustment shall be modified or nullified or an adjustment made (instead of no adjustmentmade) in such manner and on such date as shall be considered by such Auditors (acting only asexperts and not as arbitrators) to be in their opinion appropriate.

10. ADMINISTRATION OF THE PLAN

10.1 The Plan shall be administered by the Administration Committee in its absolute discretion, withsuch powers and duties as are conferred on it by the Board, provided that no member of theAdministration Committee shall participate in any deliberation or decision in respect of Awardsgranted or to be granted to him or held by him.

10.2 The Administration Committee shall have the power, from time to time, to make and vary sucharrangements, guidelines and/or regulations (not being inconsistent with the Plan) for theimplementation and administration of the Plan, to give effect to the provisions of the Plan and/or toenhance the benefit of the Awards and the Released Awards to the Participants, as it may, in itsabsolute discretion, think fit.

10.3 The Company shall bear the costs of establishing and administering the Plan.

11. NOTICES

11.1 A Participant shall not by virtue of being granted any Award be entitled to receive copies of anynotices or other documents sent by the Company to Shareholders of the Company.

11.2 Any notice or other communication between the Company and a Participant may be given bysending the same by prepaid post or by personal delivery to, in the case of the Company, itsregistered office and, in the case of the Participant, his address as notified by him to the Companyfrom time to time.

11.3 Any notice or other communication sent by post:

(a) by the Company shall be deemed to have been received 24 hours after the same was put inthe post properly addressed and stamped;

(b) by the Participant shall be deemed to have been received when the same is received by theCompany at the registered office of the Company.

12. MODIFICATIONS TO THE PLAN

12.1 Any or all the provisions of the Plan may be modified and/or altered at any time and from time totime by resolution of the Board, except that:

(a) no modification or alteration shall be made which would adversely affect the rights attachedto any Award granted prior to such modification or alteration except with the prior consent inwriting of such number of Participants who, if their Awards were Released to them upon theexpiry of all the Vesting Periods applicable to their Awards, would be entitled to not less than75.0% of the aggregate number of the Shares which would fall to be vested upon theRelease of all outstanding Awards upon the expiry of all the Vesting Periods applicable to allsuch outstanding Awards;

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(b) no modification or alteration to the definitions of “Associate”, “Administration Committee”,“Controlling Shareholders”, “Employee”, “Participant”, “Performance Period” and “VestingPeriod” and the provisions of Rules 4, 5, 7, 8, 9, 10 and this Rule 12 shall be made to theadvantage of Participants except with the prior approval of the Shareholders of the Companyin general meeting; and

(c) no modification or alteration shall be made without the prior approval of the SGX-ST andsuch other regulatory authorities as may be necessary.

12.2 Notwithstanding anything to the contrary contained in Rule 12.1, the Board may at any time byresolution (and without other formality, save for the prior approval of the SGX-ST) amend or alterthe Plan in any way to the extent necessary to cause the Plan to comply with any statutoryprovision or the provision or the regulations of any regulatory or other relevant authority or body(including the SGX-ST).

12.3 Written notice of any modification or alteration made in accordance with this Rule 12 shall be givento all Participants but accidental omission to give notice to any Participant(s) shall not invalidateany such modifications or alterations.

13. TERMS OF EMPLOYMENT UNAFFECTED

Notwithstanding the provisions of any other Rule:

(a) the Plan or any Award shall not form part of any contract of employment between theCompany and/or any Subsidiary and/or any Employee and the rights and obligations of anyindividual under the terms of the office or employment with any such company shall not beaffected by his participation in the Plan or any right which he may have to participate in it orany Award which he may be granted and the Plan or any Award shall afford such anindividual no additional rights to compensation or damages in consequence of thetermination of such office or employment for any reason whatsoever (whether lawful or not);and

(b) the Plan shall not confer on any person any legal or equitable rights (other than thoseconstituting the Awards themselves) against the Company and/or any Subsidiary directly orindirectly or give rise to any cause of action at law or in equity against any such company, itsdirectors or employees.

14. DURATION OF THE PLAN

14.1 The Plan shall continue to be in operation at the discretion of the Administration Committee for amaximum period of 10 years commencing on the Adoption Date, provided always that the Planmay, subject to applicable laws and regulations, continue beyond the above stipulated period withthe approval of the Shareholders of the Company by ordinary resolution in general meeting and ofany relevant authorities which may then be required.

14.2 The Plan may be terminated at any time by the Administration Committee and by resolution of theCompany in general meeting, subject to all relevant approvals which may be required and if thePlan is so terminated, no further Awards shall be granted by the Company hereunder.

14.3 The termination of the Plan shall not affect Awards which have been granted, whether such Awardshave been Released (whether fully or partially) or not.

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15. ANNUAL REPORT DISCLOSURE

The Company shall make the following disclosures in its annual report to Shareholders for theduration of the Plan:

(a) the names of the members of the Administration Committee;

(b) information as required in the table below for the following Participants:

(i) Participants who are Directors;

(ii) Participants who are Controlling Shareholders and their Associates; and

(iii) Participants, other than those in (i) and (ii) above, who receive Awards comprisingShares representing 5.0% or more of the aggregate of:

(1) total number of New Shares available under the Plan; and

(2) the total number of existing Shares purchased for delivery of Released Awardsunder the Plan.

Name of Number of New Number of Aggregate AggregateParticipant Shares allotted existing Shares number of New number of Shares

pursuant to purchased for Shares allotted comprised un Release of delivery pursuant and existing Awards whichAwards under to Release of Shares have not beenthe Plan during Awards under purchased Released as atfinancial year the Plan during for delivery since the end of the under review financial year commencement financial year(including terms) under review of the Plan to under review

(including terms) end of financialyear under review

(c) in relation to the Plan, the following particulars:

(i) the aggregate number of Shares comprised in Awards granted since thecommencement of the Plan to the end of the financial year under review;

(ii) the aggregate number of Shares comprised in Awards which have Vested during thefinancial year under review and in respect of such Awards, the proportion of:

(1) New Shares issued; and

(2) where applicable, existing Shares purchased, including the range of prices atwhich such Shares have been purchased,

upon the Vesting of Released Awards; and

(iii) the aggregate number of Shares comprised in Awards which have not been Releasedas at the end of the financial year under review.

(d) If any of the disclosures above in the foregoing of this Rule 15 is not applicable, anappropriate negative statement will be included in the annual report.

16. ABSTENTION FROM VOTING

Participants who are Shareholders are to abstain from voting on any Shareholders’ resolutionrelating to the Plan. Participants may act as proxies of Shareholders of the Company in respect ofthe votes of such Shareholders in relation to any such resolution provided that specific instructionshave been given in the proxy forms on how the votes are to be cast in respect of the resolution.

17. TAXES, COSTS AND EXPENSES OF THE PLAN

17.1 Notwithstanding anything herein, each Participant shall be responsible for all fees of CDP relatingto or in connection with the issue and allotment or transfer of any Shares pursuant to the Releaseof any Award in CDP’s name, the deposit of share certificate(s) with CDP, the Participant’ssecurities account with CDP, or the Participant’s securities sub-account with a CDP DepositoryAgent.

17.2 The Participants shall be responsible for obtaining any governmental or other official consent thatmay be required by any country or jurisdiction in order to permit the grant or Vesting of the relevantAward. All taxes (including income tax) arising from the grant or Vesting of any Award under thePlan shall be borne by that Participant. The Company shall not be responsible for any failure by theParticipant to obtain any such consent or for any tax or other liability to which the Participant maybecome subject as a result of his participation in the Plan.

18. DISCLAIMER OF LIABILITY

Notwithstanding any provisions herein contained, the Company, its Directors or employees or theAdministration Committee shall not under any circumstances be held liable for any costs, losses,expenses liabilities or damages whatsoever and howsoever arising in respect of any matter underor in connection with the Plan, including but not limited to any delay or failure to issue, or procurethe transfer of, the Shares or to apply for or procure the listing of new Shares on the SGX-ST inaccordance with Rule 7.1(c) (and any other stock exchange on which the Shares are quoted orlisted).

19. DISPUTES

Any disputes or differences of any nature arising hereunder (other than matters to be confirmed bythe Auditors in accordance with the Plan) shall be referred to the Administration Committee and itsdecision shall be final and binding in all respects (including any decisions pertaining to disputes asto interpretation of the Plan or any Rule, regulation, procedure thereunder or as to any rights underthe Plan).

20. GOVERNING LAW

The Plan shall be governed by, and construed in accordance with, the laws of the Republic ofSingapore. The Participants, by being granted Awards in accordance with the Plan, and theCompany submit to the exclusive jurisdiction of the courts of the Republic of Singapore.

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