TEE LAND LIMITED (Incorporated in the Republic of Singapore) (Company Registration No R)

Transcription

1 CIRCULAR DATED 10 SEPTEMBER 2014 THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. This Circular is issued by TEE Land Limited. If you are in any doubt as to the action you should take, you should consult your stockbroker, bank manager, solicitor, accountant or other professional adviser immediately. If you have sold all your shares in the capital of TEE Land Limited, you should hand this Circular, the Notice of Extraordinary General Meeting and attached Proxy Form to the purchaser or to the stockbroker or to the bank or to the agent through whom you effected the sale for onward transmission to the purchaser. SAC Capital Private Limited was the issue manager for the initial public offer of TEE Land Limited. This Circular has been prepared and released by TEE Land Limited. The Singapore Exchange Securities Trading Limited assumes no responsibility for the correctness of any of the statements made, reports contained or opinions expressed in this Circular. TEE LAND LIMITED (Incorporated in the Republic of Singapore) (Company Registration No R) CIRCULAR TO SHAREHOLDERS in relation to THE PROPOSED IPT GENERAL MANDATE FOR INTERESTED PERSON TRANSACTIONS BETWEEN TEE LAND LIMITED, ITS SUBSIDIARIES AND/OR ASSOCIATED COMPANIES, AND TEE INTERNATIONAL LIMITED AND/OR ITS ASSOCIATES Independent Financial Adviser to the Relevant Directors of TEE Land Limited PROVENANCE CAPITAL PTE. LTD. (Incorporated in the Republic of Singapore) (Company Registration Number: E) IMPORTANT DATES AND TIMES:- Last date and time for lodgement of Proxy Form : 23 September 2014 at 9.15 a.m. Date and time of Extraordinary General Meeting : 25 September 2014 at 9.15 a.m. (or as soon thereafter as the Annual General Meeting of the Company to be held at 9.00 a.m. on the same day and at the same place is concluded or adjourned) Place of Extraordinary General Meeting : Windsor Room, Level 2 The Elizabeth Hotel 24 Mount Elizabeth Singapore

2 TABLE OF CONTENTS DEFINITIONS INTRODUCTION THE PROPOSED IPT GENERAL MANDATE CHAPTER 9 OF THE LISTING MANUAL RATIONALE FOR THE PROPOSED IPT GENERAL MANDATE AND BENEFITS TO THE GROUP GUIDELINES AND REVIEW PROCEDURES FOR THE IPTS VALIDITY PERIOD OF THE PROPOSED IPT GENERAL MANDATE DISCLOSURES IFA OPINION DIRECTORS AND SUBSTANTIAL SHAREHOLDERS INTERESTS AUDIT COMMITTEE STATEMENT RECOMMENDATION BY THE RELEVANT DIRECTORS SHAREHOLDERS AND DIRECTOR WHO WILL ABSTAIN FROM VOTING EXTRAORDINARY GENERAL MEETING ACTION TO BE TAKEN BY SHAREHOLDERS CONSENT DIRECTORS RESPONSIBILITY STATEMENT DOCUMENTS AVAILABLE FOR INSPECTION APPENDIX - LETTER FROM PROVENANCE CAPITAL PTE. LTD. TO THE RELEVANT DIRECTORS OF TEE LAND LIMITED NOTICE OF EXTRAORDINARY GENERAL MEETING PROXY FORM 2

3 DEFINITIONS In this Circular, the following definitions apply throughout unless otherwise stated: Act : The Companies Act (Chapter 50) of Singapore as amended from time to time AGM : The annual general meeting of the Shareholders Associates : (a) in relation to any director, chief executive officer, substantial shareholder or Controlling Shareholder (being an individual) means: i. his immediate family; ii. iii. the trustees of any trust of which he or his immediate family is a beneficiary or, in the case of a discretionary trust, is a discretionary object; and any company in which he and his immediate family together (directly or indirectly) have an interest of 30% or more, and (b) in relation to a substantial shareholder or a Controlling Shareholder (being a company) means any other company which is its subsidiary or holding company or is a subsidiary of such holding company or one in the equity of which it and/or such other company or companies taken together (directly or indirectly) have an interest of 30% or more. Audit Committee : The audit committee of the Company for the time being Board or Board of Directors : The board of directors of the Company CDP : The Central Depository (Pte) Limited Company : TEE Land Limited COO : The chief operating officer of the Company for the time being Controlling Shareholder : A person who: (a) (b) holds directly or indirectly 15% or more of the total number of issued shares (excluding treasury shares) in a company; or in fact exercises control over a company Depositors : The term Depositors shall have the meaning ascribed to it by section 130A of the Act Director : A director for the time being of the Company EGM : The extraordinary general meeting of the Shareholders, notice of which is set out on page 24 of this Circular EPS : Earnings per Share 3

4 FY or Financial Year : Financial year ended or ending 31 May Group : The Company, its subsidiaries and associated companies IFA or Provenance Capital : Provenance Capital Pte. Ltd., the independent financial adviser appointed by the Company to advise the Relevant Directors in relation to the Proposed IPT General Mandate IFA Letter : The letter dated 10 September 2014 from the IFA to the Relevant Directors in relation to the Proposed IPT General Mandate, a copy of which is set out in the Appendix of this Circular Interested Persons : The interested person(s) of the Company in the context of the Proposed IPT General Mandate as set out in Section 2.3 of this Circular, namely, TEE International and its Associates Interested Person Transactions : The transactions described under Section 2.5 of this Circular or IPTs falling within the scope of the Proposed IPT General Mandate Relevant Directors : The Directors who have no interest in the proposed adoption of the Proposed IPT General Mandate, being Er. Dr. Lee Bee Wah, Mr. Phua Cher Chew, Mr. Boon Choon Kiat, Dato Paduka Timothy Ong Teck Mong, Dr. Tan Khee Giap, Mr. Chin Sek Peng and Mr. Lim Teck Chai, Danny Latest Practicable Date : 27 August 2014 being the latest practicable date prior to the printing of this Circular Listing Manual : The listing manual of the SGX-ST NTA : Net tangible asset NAV : Net asset value PBT Engineering : PBT Engineering Pte. Ltd., a wholly owned subsidiary of TEE International Proposed IPT General Mandate : The proposed Shareholders general mandate described in Section 2 of this Circular to be obtained by the Company at the EGM and on the terms set out in the Notice of EGM and pursuant to Chapter 9 of the Listing Manual permitting companies within the Group, or any of them, to enter into the categories of IPTs as set out in Section 2.5 of this Circular, with the Interested Persons as set out in Section 2.4, provided that such transactions are on an arm s length basis, on normal commercial terms and will not be prejudicial to the interests of the Company and its minority Shareholders Shares : Ordinary shares in the capital of the Company Shareholders : Registered holders of Shares except that where the registered holder is CDP, the term Shareholders in relation to Shares held by CDP shall mean the persons named as Depositors in the Depository Register maintained by CDP and to whose securities accounts such Shares are credited Substantial Shareholder : A Shareholder whose interests in the Company s issued share capital are equal to or more than 5 per cent. (5%) 4

5 TEE Industrial : TEE Industrial Pte. Ltd., a wholly owned subsidiary of the Company TEE International : TEE International Limited, the Controlling Shareholder of the Company TEE International Group : TEE International, its subsidiaries and associated companies (but excluding the Group) S$, SGD or $ and cents : Singapore dollars and cents respectively % : Percentage and per centum The terms Depositor, Depository Agent and Depository Register shall have the meanings ascribed to them respectively in Section 130A of the Act. The term subsidiary shall have the meaning ascribed to it in Section 5 of the Act. Any reference in this Circular to any enactment is a reference to that enactment as for the time being amended or re-enacted. Any word defined under the Act or any statutory modification thereof and used in this Circular shall have the meaning assigned to it under the said Act. Words importing the singular number shall include the plural number where the context admits and vice versa. Words importing the masculine gender shall include the feminine gender where the context admits. Reference to persons shall, where applicable, include corporations. Any reference to a time of a day in this Circular is a reference to Singapore time. 5

6 TEE LAND LIMITED (Incorporated in the Republic of Singapore) (Company Registration No R) Directors : Registered Office : Er. Dr. Lee Bee Wah (Non-Executive Chairman and Independent Director) Blk 2024 Bukit Batok Mr. Phua Cher Chew (Executive Director and Chief Executive Officer) Street 23 #03-26 Mr. Boon Choon Kiat (Executive Director and Finance Director) Singapore Ms. Saw Chin Choo (Non-Executive Director) Dato Paduka Timothy Ong Teck Mong (Non-Executive Director) Dr. Tan Khee Giap (Independent Director) Mr. Chin Sek Peng (Independent Director) Mr. Lim Teck Chai, Danny (Independent Director) 10 September 2014 To: The Shareholders of TEE Land Limited Dear Sir / Madam, THE PROPOSED IPT GENERAL MANDATE FOR INTERESTED PERSON TRANSACTIONS BETWEEN TEE LAND LIMITED, ITS SUBSIDIARIES AND/OR ASSOCIATED COMPANIES, AND TEE INTERNATIONAL LIMITED AND/OR ITS ASSOCIATES 1. INTRODUCTION 1.1 The Directors are proposing to convene the EGM to be held at Windsor Room, Level 2, The Elizabeth Hotel, 24 Mount Elizabeth, Singapore on Thursday, 25 September 2014 at 9.15 a.m. (or as soon thereafter as the Annual General Meeting of the Company to be held at 9.00 a.m. on the same day and at the same place is concluded or adjourned) to seek Shareholders approval for the adoption of a general mandate pursuant to Chapter 9 of the Listing Manual permitting companies within the Group, or any of them, to enter into the categories of IPTs as set out in Section 2.5 of this Circular, with the Interested Persons as set out in Section 2.4, provided that such transactions are on an arm s length basis, on normal commercial terms and will not be prejudicial to the interests of the Company and its minority Shareholders (the Proposed IPT General Mandate ). Full details of the Proposed IPT General Mandate are set out in Section 2 of this Circular. 1.2 The purpose of this Circular is to provide Shareholders with information relating to the Proposed IPT General Mandate to be tabled at the EGM. 2. THE PROPOSED IPT GENERAL MANDATE 2.1 Background The Group is in the business of property development in Singapore, Australia, Malaysia, New Zealand, Thailand and Vietnam, and, whilst it specializes in residential property developments, has also expanded into commercial and industrial property development projects since 2012, as well as hospitality property development projects in In Singapore, the Group is involved in joint venture projects to develop properties such as TRIO and Hexacube, which are both freehold commercial developments, at Sam Leong Road and Changi Road respectively. The Group is also currently redeveloping its property at 25 Bukit Batok Street 22, Singapore , which upon completion is intended to be leased to TEE International, its Controlling Shareholder. 6

7 In Thailand, the Group s associated company, Chewathai Ltd., has been constructing ready-builtfactories in the Rayong province in the last 2 years. In Malaysia, the Group has through its subsidiary, TEE Resources Sdn. Bhd., commenced sales of a mixed development project called Third Avenue at Cyberjaya, Selangor, which consists of SOHO, retail and office units. The Group started its foray in hospitality projects in June 2013 when it acquired Riccarton Holiday Park in Christchurch, New Zealand, and refurbished it into the current Workotel, a short to mid term workers accommodation. In August 2014, the Group has also through a joint venture completed the acquisition of an existing 3-star airport hotel in Sydney, Australia. As part of its business, the Group has entered into transactions with companies in the TEE International Group for projects in both Singapore and Malaysia, which amongst others, provides engineering services mainly in infrastructure, construction and rebuilding, redevelopment and mechanical and electrical projects. The Group s previous and current transactions with the TEE International Group are as follows: As a % of the Group s audited NTA of Transactions with the TEE S$84,593,000 as at FY 2014 International Group 31 May 2013 (S$) (%) All transactions excluding 27, transactions each of a value of S$100,000 and above All transactions each of a 1,635, value of S$100,000 and above As a % of the Group s audited NTA of 1 June 2014 to the Latest Transactions with the S$147,721,000 as at Practicable Date TEE International Group 31 May 2014 (S$) (%) All transactions excluding 27, transactions each of a value of S$100,000 and above All transactions each of a 376, value of S$100,000 and above At the Company s extraordinary general meeting held on 28 April 2014, Shareholders approved the resolution for the Company s interested person transaction with PBT Engineering, a wholly owned subsidiary of TEE International, for PBT Engineering s supply of services to TEE Industrial, a wholly owned subsidiary of the Company (the IPT Specific Mandate ). Under the IPT Specific Mandate, the Company received Shareholders approval to issue a letter of award to PBT Engineering, and to subsequently enter into a main contract with PBT Engineering, as the main contractor to carry out the proposed addition and alterations works to upgrade the Company s property at 25 Bukit Batok Street 22, Singapore It is envisaged that the Group may continue to enter into certain recurring transactions in the ordinary course of business with the TEE International Group. 7

8 2.2 Transactions under the Proposed IPT General Mandate The Group wishes to obtain Shareholders approval for the Proposed IPT General Mandate, under which it may enter into transactions with the TEE International and/or its Associates (the Interested Persons ) for provision of construction-related services where the Interested Persons possess stronger technical expertise or provides the most favourable quotation, similar to those under the IPT Specific Mandate. The Group s tender process when appointing a main contractor for a construction project is typically as follows: (a) (b) (c) (d) (e) The Group s representatives which consist of the General Manager (Projects) of the Company, and a project manager (such role which may in larger and/or more time consuming projects, be expanded to include external project managers) (collectively the Group Project Team ) will together with the relevant project s appointed professional consultants (typically comprising the architects, mechanical & electrical engineers, quantity surveyor and cost consultants and civil and structural engineers, hereafter collectively referred to as the Consultants ), shortlist at least 6 contractors and invite them to participate in a tender. In shortlisting and inviting such contractors, the Group Project Team and the Consultants will take into account the nature, scale and requirements of the relevant project, as well as the Group s list of previous suppliers, whereby contractors who have performed well for the Group will be considered. Upon receiving the Company s invitation to bid, the shortlisted contractors will make their respective submission tenders. The tenderers submission tenders are opened in the presence of the Consultants, the Group s Project Team and representatives from the Company s finance department. The Consultants will thereafter review the submission tenders based on a evaluation process consisting of (i) general information (such as market reputation, track record and experience), (ii) quantitative evaluation of the tendered prices and (iii) an evaluation matrix combining both qualitative and quantitative matters. The evaluation matrix is typically a scoring system based on criteria such as the tenderer s project knowledge, relevant manpower expertise, proposed programme, proposed method statements (i.e. methods and work processes to be adopted in carrying out the works) and financial condition. Based on the submission tenders, the Consultants will select a group of up to 3 suitable tenderers, and will enter into discussions and clarifications with such tenderers on the project requirements and their submission tenders. The Consultants will also assist the Group Project Team in the negotiations on the tenderers submission prices. Upon consideration of all factors as set out above, the Consultants will make their recommendation to the Group on the contractor to be appointed in respect of the relevant project. In the event the recommended contractor is an Interested Person, the proposed appointment of such Interested Person would be an IPT. In respect of IPTs equivalent to or greater than S$100,000, the appointment of an Interested Person has to be approved by a Director and the COO jointly (who shall not be an Interested Person or related to an Interested Person), or the Audit Committee, depending on the value of the IPT, as set out in Sections 5.3 and 5.4 of this Circular. In this regard, please refer to Section 5 of this Circular for more details on the guidelines and review procedures for the IPTs. Subject to the relevant internal and/or external approvals required, the Group will appoint such recommended contractor via the issuance of a letter of award, and parties will subsequently enter into a formal agreement. The Group envisages that as in the case of the IPT Specific Mandate and as set out above, the Consultants of future projects may recommend that the Interested Persons be appointed as a contractor by the Group. In view of the above, the Group wishes to seek the approval of Shareholders (which shall exclude Shareholders who are required to abstain from voting pursuant to Rule 920(1)(b)(viii) of the Listing Manual) for the adoption of the Proposed IPT General Mandate in respect of future transactions that the Group may enter into with the Interested Persons as set out in this Section of the Circular. 8

9 2.3 Overview of the Interested Persons TEE International is the Controlling Shareholder of the Company and as at the Latest Practicable Date, is interested in approximately 70.69% of the issued and paid-up share capital of the Company. Accordingly, TEE International and its Associates are interested persons within the meaning of Chapter 9 of the Listing Manual in relation to the Proposed IPT General Mandate. 2.4 Classes of Interested Persons The Proposed IPT General Mandate will apply to IPTs that are carried out with the Interested Persons, namely, TEE International and its Associates. 2.5 Nature and scope of the IPTs covered under the Proposed IPT General Mandate The Proposed IPT General Mandate will cover IPTs that relate to the provision of constructionrelated services by the Interested Persons to the Group, which are mainly services provided by the Interested Persons in the capacity as a main contractor, to construct projects undertaken by the Group. For the avoidance of doubt, there will be no sale or purchase of any assets, undertakings or businesses within the scope of the Proposed IPT General Mandate. The Proposed IPT General Mandate will also not cover any transaction by any member of the Group with an Interested Person that is below S$100,000 in value as the threshold and aggregation requirements of Chapter 9 of the Listing Manual would not apply to such transaction. In addition, transactions with other interested persons (other than the classes of Interested Persons detailed at Section 2.4 above) that do not fall within the ambit of the Proposed IPT General Mandate will be subject to the relevant provisions of Chapter 9 of the Listing Manual and/or other provisions of the Listing Manual. 3. CHAPTER 9 OF THE LISTING MANUAL 3.1 Chapter 9 of the Listing Manual governs transactions in which a listed company or any of its subsidiaries or associated companies (known as an entity at risk ) enters into or proposes to enter into with a party who is an interested person of the listed company. The purpose is to guard against the risk that interested persons could influence the listed company, its subsidiaries or associated companies to enter into transactions with it that may adversely affect the interests of the listed company or its shareholders. Under Chapter 9 of the Listing Manual, where there is a transaction between an interested person and an entity at risk, and the value of the transaction alone or in aggregation with other transactions conducted with the same interested person during the financial year reaches or exceeds certain materiality thresholds (which are based on the listed company s latest audited NTA, unless the transaction is excluded as described below, the listed company is required under Rule 905 of the Listing Manual to make an immediate announcement for an interested person transaction of a value equal to, or exceeding: (a) (b) 3% of the listed company s latest audited consolidated NTA; or 3% of the listed company s latest audited consolidated NTA, when aggregated with the values of all other transactions entered into with the same interested person (as construed under Chapter 9 of the Listing Manual) during the same financial year. The listed company is also required under Rule 906 of the Listing Manual to make an immediate announcement and seek its shareholder s approval for an interested person transaction of a value equal to, or exceeding: (a) (b) 5% of the listed company s latest audited consolidated NTA; or 5% of the listed company s latest audited consolidated NTA, when aggregated with the values of all other transactions entered into with the same interested person (as construed under Chapter 9 of the Listing Manual) during the same financial year. 9

10 These requirements do not apply to transactions that are below S$100,000 in value or certain transactions which, by reason of the nature of such transactions, are not considered to put the listed company at risk to its interested person and hence are excluded from the ambit of Chapter Based on the latest announced and audited consolidated financial statements of the Company and the Group for the financial year ended 31 May 2014, the consolidated NTA of the Group was approximately S$147.7 million. Accordingly, in relation to the Group, for the purpose of Chapter 9 of the Listing Manual in the current financial year, Shareholders approval is required where: (a) (b) the interested person transaction is of a value equal to, or more than, approximately S$7.39 million, being 5% of the latest announced and audited consolidated NTA of the Group; or the interested person transaction, when aggregated with other transactions entered into with the same interested person during the same financial year, is of a value equal to, or more than, approximately S$7.39 million. 3.3 Rule 920 of the Listing Manual, however, allows a listed company to seek a general mandate from its shareholders for recurrent transactions of a revenue or trading nature or those necessary for its day-to-day operations such as the purchase and sale of supplies and materials (but not for the purchase or sale of assets, undertakings or businesses) which may be carried out with the listed company s interested persons. A general mandate is subject to annual renewal. 3.4 For the purposes of Chapter 9 of the Listing Manual: (a) an entity at risk means: (i) (ii) (iii) the listed company; a subsidiary of the listed company that is not listed on the SGX-ST or on an approved exchange; or an associated company of the listed company that is not listed on the SGX-ST or an approved exchange, provided that the listed company and/or its subsidiaries (the listed group ), or the listed group and its interested person(s), has control over the associated company; (b) (c) (d) (e) an interested person means a director, chief executive officer or controlling shareholder of the listed company or an associate of such director, chief executive officer or controlling shareholder; an associate in relation to an interested person who is a director, chief executive officer or controlling shareholder, includes an immediate family member (that is, the spouse, child, adopted child, step-child, sibling or parent) of such director, chief executive officer or controlling shareholder, the trustees of any trust of which the director/ his immediate family, the chief executive officer/his immediate family or the controlling shareholder/his immediate family is a beneficiary, or in the case of a discretionary trust, is a discretionary object, and any company in which the director/his immediate family, the chief executive officer/his immediate family or the controlling shareholder/his immediate family has or have an aggregate interest (directly or indirectly) of 30% or more, and, where a controlling shareholder is a corporation, its subsidiary or holding company or fellow subsidiary or a company in which it and/pr they have (directly or indirectly) an interest of 30% or more. an approved exchange means a stock exchange that has rules which safeguard the interest of shareholders against intered person transactions according to similar principles as Chapter 9; an interested person transaction means a transaction between an entity at risk and an interested person; and 10

11 (f) a transaction includes the provision or receipt of financial assistance the acquisition, disposal or leasing of assets; the provision or receipt of services; the issuance or subscription of securities; the granting of or being granted options; and the establishment of joint ventures or joint investments, whether or not entered into in the ordinary course of business, and whether entered into directly or indirectly. 4. RATIONALE FOR THE PROPOSED IPT GENERAL MANDATE AND BENEFITS TO THE GROUP 4.1 It is envisaged that the Group, in the ordinary course of business, may continue to have transactions with the Interested Persons whereby they provide construction-related services to the Group. 4.2 In the event any of the Interested Persons are recommended by the Group s Consultants to be appointed as a contractor for any of the Group s future projects, it would have been through a stringent tender process and selected as the most suitable contractor at hand. In this regard, please refer to Section 2.2 of this Circular for details on the selection and recommendation process. Notwithstanding the recommendations of the Consultants, in respect of IPTs equivalent to or greater than S$100,000, the appointment of an Interested Person has to be approved by a Director and the COO jointly (who shall not be an Interested Person or related to an Interested Person), or the Audit Committee, depending on the value of the IPT, as set out in Sections 5.3 and 5.4 of this Circular. 4.3 In view of the time-sensitive and possibly recurrent nature of the transactions with the Interested Persons, the obtaining of the Proposed IPT General Mandate pursuant to Chapter 9 of the Listing Manual will enable: (a) (b) (c) the Company; subsidiaries of the Company; and associated companies of the Company (other than an associated company that is listed on the SGX-ST or an approved exchange) over which the Company, or the Company and its interested persons (s), has or have control, or any of them, in the ordinary course of their businesses, to enter into the categories of transactions set out in Section 2.5 of this Circular, with the specified classes of the Interested Persons as set out in Section 2.4 of this Circular, without being separately subject to Rule 905 and Rule 906 of the Listing Manual, provided such IPTs are made on normal commercial terms and are not prejudicial to the interests of the Company and its minority Shareholders. 4.4 The Proposed IPT General Mandate (and its subsequent renewal on an annual basis) will enhance the ability of the Group to pursue business opportunities which are time-sensitive in nature by eliminating the need for the Company to announce, or to announce and convene separate general meetings, on each occasion to seek Shareholders prior approval for entry by the relevant company in the Group into such transactions. This will substantially reduce the expenses associated with the convening of general meetings on an ad hoc basis, improve administrative efficacy considerably, and allow manpower resources and time to be channelled towards attaining corporate objectives. 5. GUIDELINES AND REVIEW PROCEDURES FOR THE IPTS 5.1 The Group has in place review procedures to ensure that all IPTs under the Proposed IPT General Mandate are conducted on an arm s length basis and on normal commercial terms. Such review procedures are further described in this Section. Tender process and evaluation 5.2 As described in Section 2.2 of this Circular, the appointment of any of the Interested Persons as a contractor in respect of any of the Group s projects has to be recommended by the Group s Consultants. The tender process and evaluation undertaken by the Consultants seeks to select the most suitable contractor for the works required by the relevant project. 11

12 Approval by Relevant Director, COO and the Audit Committee 5.3 All IPTs equivalent to or greater than S$100,000 but less than 3% of the latest audited consolidated Group NTA are to be jointly approved by a Relevant Director and the COO, both of whom shall not be an Interested Person or related to an Interested Person, in respect of the particular transaction. Any contracts to be made with the Interested Person shall not be approved unless the terms and conditions are in accordance with the Group s usual business practices and policies, and the terms are no more favourable for the Interested Person than those extended to unrelated parties. 5.4 In addition, approval of the Audit Committee must be obtained prior to the entry of any IPT under the Proposed IPT General Mandate where the aggregate value of IPTs entered into between the Group and the Interested Persons under the Proposed IPT General Mandate is equivalent to or more than 3% of the latest audited consolidated Group NTA. 5.5 For the purposes of Sections 5.3 and 5.4 of this Circular, approval will generally only be given if the terms of the transaction are no less favourable to the Group than the terms offered by unrelated third parties or in accordance with the usual business practices and pricing policies or industry norms (as the case may be). All relevant non-quantitative factors including, but not limited to the nature of the project; quality of service and equipment; experience and expertise of the contractor will also be taken into account. Such review includes the examination of the transaction and its supporting documents or such other data deemed necessary by the Director, COO or the Audit Committee. The Company will prepare the relevant information to assist the Director, COO or the Audit Committee in its review. 5.6 The Relevant Director or the Audit Committee shall, when it deems fit, have the right to require the appointment of independent advisers and/or valuers to provide additional information or review of controls and its implementation pertaining to the transactions under review. Periodic Review Procedures 5.7 The Group s finance department will maintain a register of transactions carried out with the Interested Persons pursuant to the Proposed IPT General Mandate (the IPT General Register ). For the avoidance of doubt, the IPT General Register referred to in this Circular will not record any other interested person transactions not within the scope of the Proposed IPT General Mandate. However, the Company will continue to keep separate records of such interested person transactions as it had been doing prior to seeking the Proposed IPT General Mandate. Any discrepancies or significant variances from the Group s usual business practices and pricing policies will be highlighted to the Audit Committee. 5.8 The Group s finance department shall periodically review the IPT General Register. In addition, the Audit Committee shall on a quarterly basis, review the IPT General Register to ensure that the transactions are carried out on normal commercial terms and in accordance with the guidelines and review procedures under the Proposed IPT General Mandate. 5.9 The Company s annual internal audit plan shall incorporate a review of all IPTs entered into by the Group pursuant to the Proposed IPT General Mandate to ensure that the relevant approvals have been obtained and the review procedures in respect of such transactions have been adhered to. The review report by the internal auditors will be forwarded to the Audit Committee As part of the Group s annual audit, external auditors will review the IPTs on a sampling basis. The external auditors will report to the Audit Committee in the event of any non-compliance based on the audit sample Our Board will ensure that all disclosure, approval and other requirements on the IPTs, including those required by prevailing legislation, the Listing Manual and accounting standards, are complied with. 12

13 Other review procedures 5.12 The Audit Committee has the overall responsibility for determining the review procedures, with the authority to delegate to individuals within the Company as it deems appropriate. The Audit Committee will conduct periodic reviews on a quarterly basis of the review procedures for IPTs under the Proposed IPT General Mandate. If during any of the reviews by the Audit Committee, the Audit Committee is of the view that the guidelines and review procedures for IPTs have become inappropriate or insufficient in the event of changes to the nature of, or manner in which, the business activities of the Group or the Interested Persons are conducted, the Company will seek for a fresh general mandate from Shareholders based on new guidelines and review procedures so that IPTs will be carried out on normal commercial terms and will not be prejudicial to the interests of the Company and its minority Shareholders The Group s finance department will maintain a list of the Interested Persons (which is to be updated immediately if there are any changes) to enable identification of the Interested Persons. The list of Interested Persons which is maintained shall be reviewed by the COO of the Company at least half-yearly and subject to such verifications or declarations as required by the Audit Committee from time to time or for such period as determined by them. This list of the Interested Persons shall be disseminated to all project directors and any staff of the Group that the finance department considers relevant for the purpose of entering into transactions that fall under the Proposed IPT General Mandate For the purposes of the above review procedures, any Director who is not considered independent for the purposes of the Proposed IPT General Mandate and/or any IPTs will abstain from and will undertake to ensure that his Associates will abstain from voting in relation to any respective resolutions, and/or abstain from participating in the Audit Committee s decision during its review of the established review procedures for the IPTs or during the Audit Committee s review of any IPT. 6. VALIDITY PERIOD OF THE PROPOSED IPT GENERAL MANDATE The Proposed IPT General Mandate will take effect from the passing of the ordinary resolution as set out in the Notice of EGM (the Ordinary Resolution ) relating thereto, and will continue in force until the conclusion of the next AGM of the Company (unless revoked or varied by the Company in general meeting). Approval from Shareholders will be sought for the renewal of the Proposed IPT General Mandate at the next AGM, subject to satisfactory review by the Audit Committee of the continuation of the Proposed IPT General Mandate and the continued sufficiency of the review procedures to ensure that the IPTs will be carried out on normal commercial terms and will not be prejudicial to the interests of the Company and its minority Shareholders. 7. DISCLOSURES In accordance with the requirements of Rule 920(1)(a) of the Listing Manual, the Company will: (a) (b) disclose in the Company s annual report the aggregate value of IPTs conducted with Interested Persons pursuant to the Proposed IPT General Mandate during the financial year (as well as in the annual reports for subsequent financial years that the Proposed IPT General Mandate continues in force); and announce the aggregate value of IPTs conducted with Interested Persons pursuant to the Proposed IPT General Mandate for the financial periods that it is required to report on pursuant to Rule 705 of the Listing Manual (which relates to quarterly reporting by listed companies) within the time required for the announcement of such report. 13

14 (c) present the name of the Interested Person and the corresponding aggregate value of the IPTs in the following format (pursuant to Rule 907 of the Listing Manual): Name of interested person Aggregate value of all interested person transactions during the financial year under review (excluding transactions less than S$100,000 and transactions conducted under the Shareholders mandate pursuant to Rule 920 of the Listing Manual) Aggregate value of all IPTs conducted under the Proposed IPT General Mandate pursuant to Rule 920 of the Listing Manual (excluding transactions less than S$100,000) 8. IFA OPINION 8.1 Provenance Capital has been appointed as the independent financial adviser to the Relevant Directors to opine on whether the guidelines and review procedures for determining the terms of the IPTs as set out in Sections 2.2 and 5 of this Circular, if adhered to, are sufficient to ensure that the IPTs will be carried out on normal commercial terms and will not be prejudicial to the interests of the Company and its minority Shareholders. 8.2 Having regard to the considerations set out in the letter dated 10 September 2014 from the IFA to the Relevant Directors in relation to the Proposed IPT General Mandate, a copy of which is set out in the Appendix of this Circular (the IFA Letter ), Provenance Capital is of the opinion that the adoption of the Proposed IPT General Mandate and the guidelines and review procedures for determining the terms of the IPTs as set out in Sections 2.2 and 5 of this Circular, if adhered to, are sufficient to ensure that the IPTs will be carried out on normal commercial terms and will not be prejudicial to the interests of the Company and its minority Shareholders. 9. DIRECTORS AND SUBSTANTIAL SHAREHOLDERS INTERESTS As at the Latest Practicable Date, save as disclosed below, none of the Directors have any direct or deemed interest in the Shares of the Company: Number of Shares Direct Deemed Directors Interest % Interest % Er. Dr. Lee Bee Wah (1) 310, Mr. Phua Cher Chew (1) 150, Mr. Boon Choon Kiat Ms. Saw Chin Choo (1) 133, Dato Paduka Timothy Ong 490, Teck Mong (1) Dr. Tan Khee Giap Mr. Chin Sek Peng 260, , Mr. Lim Teck Chai, Danny 14

15 Number of Shares Direct Deemed Substantial Shareholders Interest % Interest % TEE International (1) 275,876, ,000, Mr. Phua Chian Kin (1) 3,000, ,876, Note: (1) As at the Latest Practicable Date, Er. Dr. Lee Bee Wah, Mr. Phua Cher Chew, Ms. Saw Chin Choo, Dato Paduka Timothy Ong Teck Mong and Mr. Phua Chian Kin hold, directly and indirectly, 764,000 (0.155%), 666,556 (0.135%), 1,232,859 (0.25%), 3,673,279 (0.745%) and 273,429,420 (55.46%) shares in TEE International respectively. 10. AUDIT COMMITTEE STATEMENT The Audit Committee confirms that it does not take a different view to the IFA that the guidelines and review procedures set out in Sections 2.2 and 5 of this Circular are sufficient to ensure that the IPTs will be carried out on normal commercial terms and will not be prejudicial to the interests of the Company and its minority Shareholders. 11. RECOMMENDATION BY THE RELEVANT DIRECTORS 11.1 Ms. Saw Chin Choo is a non-executive Director of the Company and an executive director of TEE International. As such, Ms. Saw Chin Choo is deemed to be interested in the Proposed IPT General Mandate and will abstain from making any recommendations to the Shareholders in respect of the Ordinary Resolution. Accordingly, the rest of the Directors are the Relevant Directors, being Er. Dr. Lee Bee Wah, Mr. Phua Cher Chew, Mr. Boon Choon Kiat, Dato Paduka Timothy Ong Teck Mong, Dr. Tan Khee Giap, Mr. Chin Sek Peng and Mr. Lim Teck Chai, Danny Having considered the rationale for the Proposed IPT General Mandate, and taking into account the IFA Letter, the Relevant Directors are of the opinion that the Proposed IPT General Mandate is in the best interests of the Company. Accordingly, the Relevant Directors recommend that the Shareholders vote in favour of the resolution to approve the Proposed IPT General Mandate as set out in the Notice of EGM on page 24 of this Circular The Relevant Directors, in rendering their recommendation, have not had regard to the specific investment objectives, financial situation, tax position or unique needs and constraints of any individual Shareholder. As different Shareholders would have different investment objectives and profiles, the Relevant Directors recommend that any individual Shareholder who may require advice in the context of his specific investment portfolio, should consult his stockbroker, bank manager, solicitor, accountant, tax adviser or other professional adviser immediately. 12. SHAREHOLDERS AND DIRECTOR WHO WILL ABSTAIN FROM VOTING TEE International will abstain, and has undertaken to ensure that its Associates will abstain, from voting at the EGM in respect of the resolution to approve the Proposed IPT General Mandate. Mr. Phua Chian Kin, who is interested in the Proposed IPT General Mandate by virtue of his shareholdings in TEE International, will abstain, and has undertaken to ensure that his Associates will abstain, from voting at the EGM in respect of the resolution to approve the Proposed IPT General Mandate. Ms. Saw Chin Choo, a non-executive Director of the Company, who is also an executive director of TEE International, has abstained from voting at the Board meeting in respect of the resolution to approve the Proposed IPT General Mandate. Ms. Saw Chin Choo, being a Shareholder of the Company, will abstain, and has undertaken to ensure that her Associates will abstain, from voting at the EGM in respect of the resolution to approve the Proposed IPT General Mandate. 15

16 Further, TEE International, Mr. Phua Chian Kin and Ms. Saw Chin Choo undertake to decline, and shall ensure that their respective Associates decline to accept appointment as proxy(ies) to vote at the forthcoming EGM in respect of the resolution relating to the adoption of the Proposed IPT General Mandate for other Shareholders unless the Shareholder concerned shall have given specific instructions as to the manner in which his/her/its votes are to be cast at the EGM. Mr. Phua Cher Chew, the Executive Director and Chief Executive Officer of the Company, is the nephew of Mr. Phua Chian Kin. Mr. Phua Cher Chew is not a nominee of, and does not take instructions from Mr. Phua Chian Kin in respect of his capacity as the Executive Director and Chief Executive Officer of the Company. Under the Rules of the Listing Manual, Mr. Phua Cher Chew is not an Associate of Mr. Phua Chian Kin. Pursuant to the above reasons, Mr Phua Cher Chew has not abstained from voting at the Board meeting, and will not abstain from voting at the EGM, in respect of the resolution to approve the Proposed IPT General Mandate. 13. EXTRAORDINARY GENERAL MEETING The EGM, notice of which is set out on page 24 of this Circular, is being convened at Windsor Room, Level 2, The Elizabeth Hotel, 24 Mount Elizabeth, Singapore on Thursday, 25 September 2014 at 9.15 a.m. (or as soon thereafter as the Annual General Meeting of the Company to be held at 9.00 a.m. on the same day and at the same place is concluded or adjourned) for the purpose of considering and, if thought fit, passing, with or without any modifications, the resolution set out therein. 14. ACTION TO BE TAKEN BY SHAREHOLDERS Shareholders who are unable to attend the EGM and wish to appoint a proxy to attend and vote at the EGM on their behalf will find attached to this Circular a Proxy Form which they are requested to complete, sign and return in accordance with the instructions printed thereon as soon as possible and in any event so as to arrive at the registered office of the Company not less than 48 hours before the time fixed for the EGM. The sending of a Proxy Form by a Shareholder does not preclude him from attending and voting in person at the EGM if he finds that he is able to do so. 15. CONSENT The IFA to the Relevant Directors, Provenance Capital, has given and has not withdrawn its written consent to the issue of this Circular with the inclusion herein of and references to its name and to act in such capacity in relation to this Circular. 16. DIRECTORS RESPONSIBILITY STATEMENT The Directors of the Company collectively and individually accept full responsibility for the accuracy of the information given in this Circular and confirm after making all reasonable enquiries that, to the best of their knowledge and belief, this Circular constitutes full and true disclosure of all material facts about the Proposed IPT General Mandate and the Group, and the Directors are not aware of any facts the omission of which would make any statement in this Circular misleading. Where information in the Circular has been extracted from published or otherwise publicly available sources or obtained from a named source, the sole responsibility of the Directors has been to ensure that such information has been accurately and correctly extracted from those sources and/or reproduced in the Circular in its proper form and context. 16

17 17. DOCUMENTS AVAILABLE FOR INSPECTION A copy of each of the following documents is available for inspection by the Shareholders at the registered office of the Company at Block 2024 Bukit Batok Street 23, #03-26, Singapore , during normal business hours from the date of this Circular up to and including the date of the EGM: 1. memorandum and articles of association of the Company; 2. annual report of the Company for the financial year ended 31 May 2014; 3. IFA Letter; 4. IFA consent letter; and 5. Letters of undertaking from the Interested Persons. Yours faithfully for and on behalf of the Board of Directors Phua Cher Chew Chief Executive Officer TEE Land Limited 17

18 APPENDIX LETTER FROM PROVENANCE CAPITAL PTE. LTD. TO THE RELEVANT DIRECTORS OF TEE LAND LIMITED 10 September 2014 PROVENANCE CAPITAL PTE. LTD. (Company Registration Number: E) (Incorporated in the Republic of Singapore) 96 Robinson Road #13-01 SIF Building Singapore To: The Relevant Directors of TEE Land Limited (deemed to be independent in respect of the Proposed IPT General Mandate) Er Dr Lee Bee Wah (Non-Executive Chairman and Independent Director) Mr Phua Cher Chew (Executive Director and Chief Executive Officer) Mr Boon Choon Kiat (Executive Director and Finance Director) Dato Paduka Timothy Ong Teck Mong (Non-Executive Director) Dr Tan Khee Giap (Independent Director) Mr Chin Sek Peng (Independent Director) Mr Lim Teck Chai, Danny (Independent Director) Dear Sir / Madam, THE PROPOSED ADOPTION OF THE SHAREHOLDERS' GENERAL MANDATE FOR INTERESTED PERSON TRANSACTIONS Unless otherwise defined or the context otherwise requires, all terms used herein have the same meanings as defined in the circular to the Shareholders of the Company dated 10 September 2014 ("Circular"). 1. INTRODUCTION 1.1 TEE Land Limited ("Company"), its subsidiaries and associated companies (collectively, "Group") is in the business of property development in Singapore, Australia, Malaysia, New Zealand, Thailand and Vietnam. The Group specializes in residential property development, and has also expanded into commercial, industrial and hospitality property development projects. 1.2 The Company is convening the extraordinary general meeting ("EGM") to seek the approval of the independent Shareholders of the Company for the proposed adoption of the Shareholders' general mandate ("Proposed IPT General Mandate") in respect of future transactions that the Group may enter into in the ordinary course of business with TEE International Limited ("TEE International") and its "associates" for the purposes of Chapter 9 of the Listing Manual ("Associates") ("Interested Person", and together with its respective Associates, "Interested Persons"). 1.3 TEE International is a company listed on the Mainboard of the SGX-ST. TEE International, its subsidiaries and associated companies ("TEE International Group") provide engineering services mainly in infrastructure, construction and rebuilding, redevelopment and mechanical and electrical projects. 1.4 Mr Phua Chian Kin, the Group Chief Executive and Managing Director of TEE International, has majority shareholding interest in TEE International. As such, Mr Phua Chian Kin is deemed to be interested in the Company through TEE International. Mr Phua Chian Kin also has a direct shareholding interest in the Company. As at the Latest Practicable Date, TEE International and Mr Phua Chian Kin hold an aggregate interest of approximately 71.36% of the issued and paid-up share capital of the Company. 18

19 Accordingly, TEE International is an "interested person" of the Group for the purposes of Chapter 9 of the Listing Manual and any transactions between the Group and TEE International and its Associates will, pursuant to Chapter 9 of the Listing Manual, be considered as interested person transactions ("IPTs"). 1.5 Transactions between the Group and the Interested Persons are expected to occur on a recurrent basis and such transactions are of revenue or trading nature in the ordinary course of business. Such transactions would fall within the Proposed IPT General Mandate. 1.6 As required by Rule 906 of the Listing Manual, Shareholders approval must be obtained for any IPT of a value which is equal to or more than 5% of the Group s latest audited net tangible assets ("NTA") or when aggregated with other IPTs with the same Interested Person during the same financial year, the value is equal to or more than 5% of the Group s latest audited NTA. Based on the Group's latest audited NTA of approximately S$147.7 million as at 31 May 2014, the relevant 5% threshold would be approximately S$7.4 million. It is envisaged that the aggregate value of the IPTs may exceed 5% of the above Group's NTA. 1.7 In connection with the above and in order to comply with the requirements of Chapter 9 of the Listing Manual, Provenance Capital Pte. Ltd. ("Provenance Capital") has been appointed as the independent financial adviser ("IFA") to advise and provide an opinion on whether the guidelines and review procedures for determining the terms of the IPTs, if adhered to, are sufficient to ensure that the IPTs will be carried out on normal commercial terms and will not be prejudicial to the interests of the Company and its minority Shareholders. 1.8 As at the Latest Practicable Date, the Audit Committee of the Company comprises Mr Chin Sek Peng, Er Dr Lee Bee Wah, Dr Tan Khee Giap and Mr Lim Teck Chai, Danny. In addition, Ms Saw Chin Choo is an Non-Executive Director of the Company and an Executive Director of TEE International. In view of this, the rest of the Directors are considered to be independent for the purposes of making a recommendation to the Shareholders in respect of the Proposed IPT General Mandate, namely, Er Dr Lee Bee Wah, Mr Phua Cher Chew, Mr Boon Choon Kiat, Dato Paduka Timothy Ong Teck Mong, Dr Tan Khee Giap, Mr Chin Sek Peng and Mr Lim Teck Chai, Danny ("Relevant Directors"). 1.9 This letter ("Letter") has been prepared for the use of the Relevant Directors who are considered independent for the proposed adoption of the Proposed IPT General Mandate and is to be incorporated into the Circular which provides, inter alia, the details of the Proposed IPT General Mandate and the recommendation of the Relevant Directors thereon. 2. TERMS OF REFERENCE We have been appointed as the IFA to advise the Relevant Directors on the Proposed IPT General Mandate. We are not and were not involved or responsible, in any aspect, of the discussions on the scope of the Proposed IPT General Mandate nor were we involved in the deliberations leading up to the decision by the Directors to obtain the Proposed IPT General Mandate or adopt the guidelines and review procedures for determining the terms of the IPTs to ensure that the IPTs will be carried out on normal commercial terms and will not be prejudicial to the interests of the Company and its minority Shareholders. It is not within our terms of reference to evaluate or comment on the legal, strategic, commercial and financial merits and/or risks of the Proposed IPT General Mandate or to compare their relative merits vis-à-vis alternative transactions previously considered by the Company (if any) or that may otherwise be available to the Company currently or in the future, and we have not made such evaluation or comment. Such evaluation or comment, if any, remains the sole responsibility of the Directors and/or the management of the Company ("Management") although we may draw upon the views of the Directors and/or the Management or make such comments in respect thereof (to the extent deemed necessary or appropriate by us) in arriving at our opinion as set out in this Letter. 19