GRP LIIV IiED. PR' y,, t-`k```' F Z y,`., w ',. 3 ' } s ; r fi`, a. z`: Xr 4...,.. AY`, : A`3k. }. i:. `f'h,- N.,:x, C.

Transcription

1 GRP LIIV IiED 4y`a4.^` ' PR' y,, cit.,` 4+- 2n t-`k```' F Z y,`., w ',. k t J 3 ' } 4. s ; r, r fi`, a z`: Xr 4....,.. AY`, : A`3k. }. i:. `f'h,-.,:x, C.^X:A2' -1i'F Comany o C Half Year Financial Statement And Dividend Announcement for the Financial Period ended 31 December 2016

2 GRP LIMITED Half Year Financial Statements Announcement for the eriod ended 31/ 12/ 2016 PART I- IFRMATI REQUIRED FR AUCEMETS F QUARTERLY ( Q1, Q2 & Q3), HALF- YEAR AD FULL YEAR RESULTS 1( a) A statement of comrehensive income (for the grou) together with a comarative statement for the corresonding eriod of the immediately receding financial year GRUP Revenue Cost of sales Gross rofit ther income Finance exenses Selling and Distribution exenses Administrative exenses therexenses Profit before income tax exenses Income tax write back/( exense) Loss)/ rofit for the eriod 6 months ended 6 months ended % Increase/ 31/ 12/ / 12/ 2015 ( decrease) 13, 661 9, , 502) ( 6, 484) , 159 3, 313 ( ( ) ( 12) M 174) ( 86) M 5, 945) ( 3, 186) ) ( 222) , 230) 74 M 45Z ( 136) M ) 62) M ther comrehensive income, net of tax: Items that may be reclassified subsequently to rofit or loss Fair value gain on available-for-sale investment I 155 Exchange differences arising on translation of foreign oerations ther comrehensive income for the eriod, net of tax: 1, 289 ( 16) M 1, M Total comrehenslve income for the eriod ) 77 M Profit/ ( loss) attributable to: wners of the comany on- controilin interest 882) ( 133) M M 778) 62) M Total comrehensive income/ ( loss) attributable to: wners of the comany on- controllin interest 593) 6 M M 489) 77.. M ote: M - Percentage change not meaningful. Page 1

3 otes to the Statement of Comrehensive Income ther disclosure items included in the above statemeni GRUP months 6 months ended ended 31/ 12/ / 12/ 2015 Dereciation and amortisation Provision of imairment loss on available- for-sale investment 140 Allowance for inventories Write back of allowance for doubtful trade receivables Write back of doubtful non- trade receivables Imairment loss on roerties held for sale imairment loss on develoment roerties Interestexenses Gain on disosal of roerty, lant and equiment Gain on disosal of available- for-sale investment Exenses relating to ayondo acquisition Tax exenses current eriod ) 71) ) 1, Adjustment for overrovision of tax in resect of rior years Foreign exchange loss/( gain Interest income Rental and services income ther income ) 97) 4s Page 2

4 1( b)( i) A statement of financial osition (for the issuer and grou), together with a comarative statement as at the end of the immediately receding financial year GRUP CMPAY 000 $' / 12/ / 06/ / 12/ / 06/ 2016 ASSETS Current assets Cash and bank balances 40, , , 324 2, 258 Trade receivables 2, ' 1 ther receivables & reayments 1, 483 1, Available- for-sale investment Amount due from subsidiaries , , 905 Inventories 5, 172 5, Proerties held for sale 47, , Develoment roerties 24,559 24, Total eurrent assets 122, , , , 288 on- current assets ther receivables 5, 974 5, Investment in subsidiaries - - 7, 051 7, 051 Deferred tax assets Intangible asset Proerty, lant and equiment 1, 036 1, Total non- current assets 7, 221 7, 228 7, Total assets 129, , , , 810 LIABILITIES AD EQUITY Current liabilities Bank loan 7, 955 7, Trade ayables 1, 086 1, ther ayables 6, 325 6, Income tax ayable 14, , Total current liabilities 29, ,043 1, 221 1, 435 on- current liabilities Deferred tax liabilities 11, , Total non- current liabilities 11, , 192 Caital and reserves Share caital 72, , , , 250 Asset revaluation reserve 3, 411 3, 411 3, 061 3, 061 Statutory reserve Currency translation reserve ( 3, 278) ( 4, 567) - - Accumulated rofits 10, , , 064 Equity attributable to owners of the comany 83, ,058 75, , 375 on- controlling interests 5, Total equity 88, , , , 375 Total liabilities and equity 129, , , , 810 Page 3

5 1( b)( ii) Aggregate amount of grou' s borrowings and debt securities Amount reayable in one year or less, or ora demand Grou Asat 31/ 12/ 2016 Asat 30/ 6/ 2016 S$' 000 S$' 000 Secured Unsecured Secured Unsecured 7, 955-7, Amount reayable after one year Grou Asat 31/ 12/ 2016 Asat 30/ 6/ 2016 S$' 000 S$' 000 Secured Unsecured Secured Unsecured Details of any collateral Land Loan The Grou has a land loan facility (" Facility") of $4, 128, 000 obtained for roerty develoment roject in Singaore. As at 31 December 2016, the Grou has an outstanding land loan of $3, 360,000. The Facility is secured and guaranteed by the following: a) First legal mortgage over the acquired roerty in Singaore and the roosed develoment to be erected thereon; b) Fixed deosit of $778, 000 ledged with the bank; c) Existing lega) assignment of all rights, title and interests in the construction contract, insurance olicies, erformance bonds ( if any), tenancy agreements and sales and urchase agreements in resect of the roosed develoment; d) A cororate guarantee for $4, 128, 000 by Starland Holdings Limited, an indirect subsidiary. Page 4

6 Revolvin Credit Facilitv The Grou has a revolving credit facility (" RCF") of $4, 050, 000 from United verseas Bank for general working caital uroses. The Grou has an outstanding balance of $2, 795, 000 as at 31 December The RCF is secured and guaranteed by the following: a) Standby Letter of Credit for not less than RMB25 million (aroximately $5, 203, 750) issued by United verseas Bank ( China) Limited, Chengdu Branch; b) Fixed deosits of RMB25, 000,000 (aroximately $ 5, 230,750) ledged with the Bank. Money Market Loan The Grou has a Money Market oan (" MML") of $1, 800,000 from United verseas Bank for general working caital uroses. The Grou has an outstanding balance of $1, 800,000 as at 31 December he MML is secured and guaranteed by the following: a) Standby Letter of Credit for not less than RMB10 million ( aroximately $2, 081, 500) issued by United verseas Bank ( China) imited, Chengdu Branch; b) A cororate guarantee of $1, 800, 000 by Starland Holdings Limited, an indirect subsidiary; and c) Fixed deosits of RM610,000,000 ( aroximately $ 2, 081, 500) ledged with the Bank. Page 5

7 1( c) A cash flow statement (for the grou), together with a comarative statement for the corresonding eriod of the immediately receding financial year The Grou months ended 6 months ended 31/ 12/ / 12/ 2015 erating activities: Loss)/ Profit before income tax ( 3, 230) 74 Adiustments for: Dereciation and amortisation Provision of Imairment loss on available-for-sale investment Allowance for inventories Write back of allowance for doubtful trade receivables ( 16) - Write back of doubtful non- trade receivables ( 71) - Imairment loss on roerties held for sale Imairment loss on develoment roerties Gain on disosal of roerty, iant and equiment ( 117) ( 65) Gain on disosal of available-for- sale investment ( 33) - Interest income ( 82) ( 125) interestexenses erating cash flows before movements in working caital ( 2, 362) 599 Trade receivables 457 ( 369) ther receivables & reayments 229 ( 572) Inventories 33 ( 601) Proerties held for sale 4, Develoment roerties Trade ayables ( 281) 84 ther ayables ( 399) ( 453) Proceeds from disosal of available-for-sale investment Cash generated/( used in) oerating activities 2, 886 ( 1, 312) income taxes aid ( 576) ( 239) et cash generated/( used in) oerating activities 2, 310 ( 1, 551) Investing activities: Proceeds from disosal of roerty, lant and equiment Purchase of roerty, lant and equiment ( 88) ( 34) therreceivables ( 186) ( 653) Interestreceived et cash ( used in)/ from investing activities ( 74) ( 462) Financing activities: et roceeds from issue of shares 13, 256 2, 446 interest aid ( 107) - Dividends aid - - increase in bank deosits ledged ( 5, 446) - Proceeds from drawdown of bank loans 2, Reayment of bank loans ( 2, 016) - et cash from financing activities 8,481 2, 446 et increase in cash and cash equivalents 30, Cash and cash equivalents at beginning of eriod 21,864 57,182 Effect of foreign exchange rate changes on the balance of cash held in foreign currencies Cash and cash equivalents at end of eriod 32,718 57,621 ote 1- Cash and cash equtvalents is denvea rrom: The Grou months ended 6 months ended 31/ 12/ / 12/ 2015 Cash and bank balances 32,718 57, 621 Pledged cash laced with bank 8, ,984 57, 621 Page 6

8 i^ < ' I- 1 i"' F- r, I-+ < ' r Y i t i 1-+ F- r. t 1 i ' t '< ' F- I-* F-" 1- t t r. I- l! F- I F- I 1 a D r d 3 7r- Sd 0c. S iii c nm. D ( D vv re.* 7 c M io r«n m o D c c oo n Q, D s ' Q. y, S n, -' a y, D '+ " Z 3 y o i/ r D v 1 a Wd,.* Cl 3 f1 ( '"' rt- Ql u, ' tn W A F- n a +. V 00 U' = 00 v yofl clo r m '' o s GrD fd n r ' 0- n r Q n 0o D l i ld 00 ld y 1Q o v Q,.-r^. o W d, 3 = o d a = v+ r i - n? S=" S " n. 4 a r W ln l l W Js F+ 0oo w 00 ln ld 00 F,, j l! l0 00 W U' l Wh+ W U (' 00 ln V A h- W ln 60 C 1 Co W' c, 91 3 n o r ( w ;/+ a u l Ut o l P l6 01 llt UVi Ql A l0 C7 yo no o ti, rr r* s D D D f Q 3 ' n n a-,,,, s co ' m Q Vt lf1 Q W V W W W l0 J-* 1-01 W y tn ',- S ^ 1 m Q nc c W G fl- y n ' i o -* vv m - ' ` o fl- a w l l! Vf. n1 t0 V V ` AP U' A a l A lrt F+

9 Asset q cumulated The Comany Share caital revaluation Total rofits reserve 000 Latest Period Balance at 30/ 06/ , 250 3, 061 6, , 375 Total comrehensive income for the eriod Loss for the eriod - - ( 403) ( 403) ther comrehensive income for the eriod - Transactions with owners, recognised directly in equity Dividends aid - - ( 5, 598) ( 5, 598) Issue of shares 13, , 256 Balance at 31/ 12/ , 506 3, , 630 Previous Corresonding Period Balance at 30/ 06/ , 805 2, 527 5, , 590 Total comrehensive income for the eriod Loss for the eriod - - ( 170) ( 170) ther comrehensive income for the eriod Transactions with owners, recognised directly in equity Dividends aid Issue of shares 2, , 445 Balance at 31/ 12/ , 250 2, 682 5, , 020 Page 8

10 1( d)( ii) Details of any changes in the comany' s share caital arising from rights issue, bonus issue, share buy- backs, exercise of share otions or warrants, conversion of other issues of equity securities, issue of shares or cash or as consideration for acquisition or for any other urose since the end of the revious eriod reorted on. State also the number of shares that may be issued on conversion of all the outstanding convertibles as at the end of the current financial eriod reorted on and as at the end of the corresonding eriod of the immediately receding financial year 6 months 6 months ended 6 months ended 6 months ended ended Share Caital 31/ 12/ / 12/ / 12/ / 12/ 2015 o of ordinary shares $ $ Issued and aid u: At 1 July 139, 520, ,035, , 249, ,804,550 issue of rights shares 54, 156, , 539, Rights issue exenses ( 283, 422) - Exercise of warrants - 30, 565, 419-2, 445,234 Balance before Share Consolidation 193, 676, ,601, , 505, , 249, 784 Share Consolidation - ( 558,080, 969) - - At 31 December 193, 676, , 520, , 505, , 249, months ended 6 months ended 31/ 12/ / 12/ 2015 Warrants o of warrants At 1 July - 336, 614, 806 Issue of warrants 54, 156, 566 Exercise of warrants - ( 30,565,419) Unexercised warrants exired on 27 ovember ( 306,049, 387) At 31 December 54, 156, During the six months ended 31 December 2016, the Comany allotted 54, 156, 566 rights shares with 54, 156, 566 warrants at an issue rice of $0. 25 for each rights share, on the basis of one rights share with one warrant for every two existing shares. Each warrant entitles the warrant holder to subscribe for one new ordinary share of the Comany at an exercise rice of $ er share. The warrants have an exercise eriod of 1 year, exiring on 29 ovember As at 31 December 2016, the outstanding number of warrants was 54, 156, Whether the figures have been audited, or reviewed and in accordance with which standard ( e. g. the Singaore Standard on Auditing 910 (Engagements to Review Financial Statements), or an equivalent standard) The figures have not been audited or reviewed by the auditors. 3. Whether the figures have been audited or reviewed, the auditors' reort (including any qualifications or emhasis of matter) ot alicable. Page 9

11 4. Whether the same accounting olicies and methods of comutation as in the issuer' s most recently audited annual financial statements have been alied During the current financial eriod, the Grou and the Comany have adoted all the new and revised Financial Reorting Standards (" FRSs") and interretation of FRSs (" IT FRSs") that are relevant to its oeration and effective for the annual eriods beginning on or after July 1, The adotion of these new/ revised FRSs and IT FRSs does not result in changes to the Grou' s and Comany' s accounting olicies and has no material effect on the amounts reorted for the current or rior eriods. 5. If there are any changes in the accounting olicies and methods of comutation, including any required by an accounting standard, what has changed, as well as the reasons for, and the effect of, the change ot alicable. 6. Earnings er ordinary share of the grou for the current eriod reorted on and the corresonding eriod of the immediately receding financial year, after deducting any rovision for reference dividends 6 months 6 months ended ended 31/ 12/ / 12/ 2015 Loss)/ Earnings er ordinary share attributable to the owners of the comanyforthe eriod i) Based on weighted average number of ordinary share in issue ( Cents) ( 1. 94) ( 0. 10) ii) n a fully diluted basis ( Cents) ( 1. 94) ( 0. 10) Comuted based on the following weighted average number of shares i) Basic 148, 938, , 154,512 ii) Diluted 148,938, , 154, et asset value (for the issuer and grou) er ordinary share based on issued share caital of the issuer at the end of the (a) current eriod reorted on and ( b) immediately receding financial year 31/ 12/ / 06/ 2016 Cents The Grou The Comany et asset value er share attributable to the owners of the comany is caiculated based on 193, 676, 610 (301une 2016 : 139,520,044) ordinary shares issued at the end of the current eriod under review and of the immediately receding financial year. Page 10

12 8. A review of the erformance of the grou, to the extent necessary for a reasonable understanding of the grou' s business. The review must discuss any significant factors that affected the turnover, costs, and earnings of the grou for the current financial eriod reorted on, including ( where alicable) seasonal or cyclical factors. It must also discuss any material factors that affected the cash flow, working caital, assets or liabilities of the grou during the current financial eriod reorted on Statement of comrehensive income The Grou registered revenue of $13. 7 mil for the half year ended 31 December 2016 (" HY2017"). This is 39. 4% higher than revious corresonding half year ended 31 December 2015 (" HY2016"). Revenue for Hose & Marine segment declined by $ 0. 9 mil ( 33. 9%) and Measuring Instrument segment droed by $0. 5 mil ( 7. 7%). These declines are offset by a$ 5. 3 mil revenue generated by the newly acquired Proerty business, Starland Holdings Limited (" Starland Grou"). The lower revenue in Hose and Marine as well as Measuring Instrument segment is largely due to weak demand in HY2017, attributed to the weak global economic condition and rotracted recovery in offshore and marine industry. The Grou' s gross rofit decreased by 4. 6% from $ 3. 3 mil in HY2016 to $3. 2 mil in HY2017. Gross rofit for Hose and Marine and Measuring Instrument segment decreased by $ 0. 5 mil from $ 3. 3 mil in HY2016 to 2. 8 mil in HY2017, as a result of the lower revenue in eriod under review. Gross Profit for the newly acquired roerty segment is $ 0.4 mil, after taking into account a$ of roerties sold to fair value mil adjustment to restate the cost ther income decreased by 28. 1% in HY2017 as comared to HY2016. This is mainly due to lower interest income in HY2017. Finance exenses increased by $. Z mil in HY2017 as comared to HY2016. The increase is mainly due to interest exenses on loans obtained by the newly acquired Starland Grou. Selling and Distribution exenses increased by $ 0. 1 mil in HY2017 vis- a- vis HY2016. The increase is mainly due to the newly acquired Starland Grou. Administrative exenses increased by 86. 6% from $ 3. 2 mil in HY2016 to $5. 9 mil in HY2017. The increase is largely due to a$ 0. 5 mil ayroll costs and $ 1. 8 administrative exenses incurred by the newly acquired roerty business and a$ 0. 4 mil imairment loss on Starland Grou' s develoment roerties and roerties held for sale. Included in the $ 1. 8 mil administrative exenses is a$ 1. 3 mil exenses relating to ayondo acquisition. The Comany had announced on 20 June 2016 that Starland Holdings Limited, an %- owned indirect subsidiary of the Comany had on 20 June 2016 entered into a conditional sale and urchase agreement with the holders of equity interest of ayondo Holding AG (" ayondo") to acquire their interest in ayondo, a Fintech comany. Consequently, the Grou incurred a loss before tax of $3. 2 mil for HY2017 as comared to a rofit of $0. 07 mil in HY2016. Page 11

13 Statement of financial osition and Statement of cashflows GrU The Grou' s financial osition remains sound with current ratio of around times at the end of December 2016 as comared to times at the end of lune 2016 (" FY2016). As at 31 December 2016, the Grou had cash and bank balances totalling $41 mil. This is an increase of $16. 3 mil as comared to 30 June The increase is largely due to a$ mil roceeds from rights shares issued and a$ 2. 3 mil net cash generated from oerating activities during the eriod under review. Trade receivables decreased by $ 0. 4 mil from $ 2. 9 mil as at FY2016 to $2. 4 mil as at 31 December The decrease is mainly due to the lower revenue in the Hose and Marine and Measuring Instrument segments in HY2017. Available- for-sale investment decreased by $ 0. 2 mil as at 31 December 2016 as comared to 30 June This is mainly due to additional rovision for imairment and disosal of the investment during the eriod under review. Proerties held for sale decreased from $52. 4 mil on 30 June 2016 to $47. 5 mil as at 31 December The decrease is largely due to sale of residential, commercial and car ark units during the six months under review. Proerty, lant and equiment decreased by $ 0. 2 mil from 30 June 2016 to 31 December The decrease is largely due to dereciation charge for half year ended 31 December Current liabilities increased by $ 0.4 mil from $ 29 mil in FY2016 to $29.4 mi) in HY2017. This is mainly due to the decreased in trade and other ayables, artially offset by increase in bank loans and income tax ayable. Deferred tax liabilities decreased by $ 1. 5 mil from $13. 2 mil as at 30 June 2016 to $11. 7 mil as at 31 December The decrease is largely due to write back of withholding tax on undistributed rofits of subsidiaries incororated in Peole' s Reublic of China, in the current eriod under review. Share caital increased by $ mil from $59. 3 mil in FY2016 to $72. 5 mil in HY2017 as a result of rights shares issued during the eriod under review. Comany The amount due from subsidiaries decreased by $43 mil from $ 58.9 mil as at 31 December 2016 to mi) as at 30 June The decrease is mainly due to distribution of $5. 6 mil worth of Starland Shares to the shareholders of GRP Limited as Dividend in- Secie during the 6 months ended 31 December These shares were held by GRP Chongqing Land Pte Ltd, a wholly- owned indirect subsidiary of the Comany. 9. Where a forecast, or a rosect statement, has been reviously disclosed to shareholders, any variance between it and the actual results o forecast or rosect statement has been issued reviously. Page 12

14 10. A commentary at the date of the announcement of the cometitive conditions of the industry in which the grou oerates and any known factors or events that may affect the grou in the next reorting eriod and the next 12 months The Grou does not envisage a quick recovery for the offshore and marine sector customers served by our Hose and Marine and Measuring Instrument businesses. The weak utilisation of their assets and reduction in the caital and oerationa) sending will remain for some time. As for the roerty business, the market still remains challenging. Pursuin ortunities n 20 June 2016, the Comany announced that Starland Holdings Limited, a %- owned indirect subsidiary of the Comany has on 20 June 2016 entered into a conditional sale and urchase agreement with the holders of equity interest of ayondo Holding AG (" ayondo") to acquire their interest in ayondo, a Fintech comany. n 23 Setember 2016, the Comany announced that it has entered into a sale and urchase agreement with Starland Holdings Limited (" Starland") for the roosed acquisition of the entire issued and aic! u share caital of the Starland' s wholly-owned subsidiaries, Starland Axis Pte Ltd and Starland Commercial Trading Pte Ltd. n 23 Setember 2016, the Comany has also announced that it has entered into a Subscrition Agreement with Starland and other subscribers for the allotment and issuance of 134, 943, 181 new ordinary shares by Starland at a subscrition rice of $ for each Subscrition Share and the issuance of 101, 225, 359 share otions by Starland conferring the right to subscribe for 101, 225, 359 new ordinary shares in the caital of Starland at an exercise rice of $ for each ew Share. Page 13

15 11. Dividend a) Current Financial Period Reorted on Any dividend recommended for the current financial eriod reorted on? o ame of Dividend Dividend Tye Dividend Rate ot Alicable ot Alicable ot Alicable b) Corresonding Period of the Immediately Preceding Financial Year Any dividend declared for the corresonding eriod of the immediately receding financial year? Yes ame of Dividend Dividend Tye Dividend Rate Interim one- tier tax exemt Dividend in- Secie Starland Share for each share held by GRP Limited' s shareholders c) Date ayable ot Alicable d) Books closure date Vot Alicable 12. If no dividend has been declared/ recommended, a statement to that effect o dividend has been declared for haif year ended 31 December Page 14

16 13. Interested erson transactions The Grou does not have a general mandate from sharehoiders for interested erson transactions ursuant to Rule 920 of the Listing Manual of the Singaore Exchange Securities Trading Limited SGX- ST"). Interested erson transaction, as defined in Chater 9 of the Listing Manual of the SGX- ST, entered into by the Grou or by the Comany during the half year ended 31 December 2016 is as follows: Aggregate value of all interested erson transactions during the financial year under review excluding transactions less than $ 100, 000 and transactions conducted under shareholders' mandate Aggregate value of all interested erson transactions conducted under shareholders' mandate ursuant to Rule 920 ( excluding transactions less than ame of interested erson ursuant to Rule 920) $ 100,000) Luminor Caital Pte Ltd Rentai exenses recovered 122, Page 15

17 14. Use of rights issue roceeds As at date of this announcement, the status of the use of net roceeds from the rights shares is as below: et Proceeds utilised as at Balance of et Proceeds as at Use of et Proceeds Allocation of et the date of this the date of this Proceeds announcement announcement 000 $' 000 $' Rights issues Proosed new business 28, 000 ( 28,000) - General working caital 5, 000 ( 334) 4,666 33, 000 ( 28, 334) 4, 666 Proceeds from exercise of warrants: Proosed new business 8, 974 ( 8,974) - Total 41, 974 ( 37, 308) 4, 666 Breakdown of general working caital is as follows: Rental exenses ( 34) Professional fees ( 125) General administrative exenses ( 175) Total ( 334) 2016 Rights issues Proosed new business 12, , 348 Genera) working caital , , Confirmation that the issuer has rocured undertakings from all its directors and executive officers under Rule 720( 1) The Comany has rocured undertakings from ali its directors and executive officers ( in the format set out in Aendix 7. 7) under Rule 720( 1) of the Listing Manua) of the Singaore Exchange Securities Trading Limited. 16. Confirmation by the Board of Directors The Directors confirm that, to the best of their knowledge, nothing has come to the attention of the Board of Directors which may render the unaudited financial statements for the half-year ended 31 December 2016 to be false or misleading in any material asect. 17. Whitewash Waiver in relation to the Rights cum Warrants Issue Please see Aendix A for details of the whitewash waiver in relation to Rights cum Warrants issue. BY RDER F THE BARD Kwan Chee Seng Executive Director 10 February 2017 Page 16

18 GRP LIMITED Comany Registration o: C) Incororated in the Reublic of Singaore) Aendix A WHITEWASH WAIVER I RELATI T RIGHTS CUM WARRATS ISSUE Caitalised terms used below, unless otherwise defined, shall have the same meanings as defined in the circular to shareholders of GRP Limited ( the " Comany") dated 11 ctober In connection with the Rights cum Warrants Issue that was undertaken by the Comany, a Whitewash Waiver was granted on 28 July 2016 by the Securities Industry Council of Singaore whereby Mr Kwan Chee Seng and his Concert Parties (the "Concert Party Grou") are waived from the requirement to make a mandatory general offer ursuant to Rule 14 of the Singaore Code on Take-overs and Mergers ( the " Code") as a result of their subscrition of the Right Shares and ew Shares arising from the exercise of the Warrants under the Rights cum Warrants Issue. The following disclosure note is rovided in connection with the requirements of ote 2 on Section 2 of Aendix 1 of the Code. a) At the extraordinary general meeting held on 27 ctober 2016, the Indeendent Shareholders of the Comany aroved the Whitewash Resolution waiving their rights to receive a mandatory general offer from the Concert Party Grou, for all the issued Shares not already owned or controlled by them, as a result of the Concert Party Grou' s subscrition of the Rights Shares and ew Shares arising from the exercise of the Warrants under the Rights cum Warrants Issue. The Whitewash Resolution is subject to the acquisition of the ew Shares by the Concert Party Grou uon the exercise of the Warrants being comleted by 29 ovember 2017 ( inclusive), which is within five ( 5) years of the date of issue of the Warrants; b) As at 10 February 2017, the Concert Party Grou holds in aggregate: i) 61, 073, 940 Shares, reresenting aroximately % of the voting rights in the Comany; and ii) 20, 357, 980 Warrants; c) The maximum otential voting rights of the Concert Party Grou in the Comany, assuming that only the Concert Party Grou ( but not other shareholders) converts their Warrants in full is aroximately % ( based on the enlarged share caital of the Comany of 214, 034, 590 Shares immediately following the allotment and issue of 20, 357, 980 ew Shares to the Concert Party Grou); d) having aroved the Whitewash Resolution on 27 ctober 2016, Shareholders have waived their rights to receive a general offer from Concert Party Grou at the highest rice aid by the Concert Party Grou for the Shares in the ast six months receding the date of the acquisition of the ew Shares; and e) having aroved the Whitewash Resolution on 27 ctober 2016, Shareholders could be foregoing an oortunity to receive a general offer from another erson who may be discouraged from making a general offer in view of the otential dilution effect of the Warrants.