IN THIS ISSUE ABOUT US. Issue LEGAL UPDATES

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1 Issue ABOUT US Lee & Lee was founded by Mr. Lee Kuan Yew, Mr. Lee Kim Yew and Ms. Kwa Geok Choo on 1 September While Mr. Lee Kuan Yew went on to become the Prime Minister of Singapore, Mr. Lee Kim Yew and Ms. Kwa Geok Choo took over the reins of the fledgling law practice and turned it into one of the largest law firms in Singapore. Today, Lee & Lee is one of Singapore s most established and leading law firms with a staff of over 200 persons comprising lawyers, paralegals and other support staff. Our clients include major financial institutions, public listed companies and multinational corporations. IN THIS ISSUE LEGAL UPDATES Recent Developments in Singapore Relating to Directors CCS imposes financial penalties of S$9.3M on Japanese bearing manufacturers Singapore High Court considers the arbitrability of shareholder minority oppression claims CASE NOTES SIAC emergency arbitrator proceedings Lee & Lee successfully represented a claimant s challenge in the Court of Appeal to the conventional approach used in calculating quantum of future loss and expense for personal injury cases rejected RECENT TRANSACTIONS RECENT APPOINTMENTS &PUBLICATIONS

2 Lee & Lee s Newsletter Issue 2, 2014 Page 2 LEGAL UPDATES RECENT DEVELOPMENTS IN SINGAPORE RELATING TO DIRECTORS This update will summarize 4 recent developments which have an impact on directors, particularly in relation to the duties owed by a director to his/her company. First, the Singapore Court of Appeal in Dynasty Line Limited (in liquidation) v Sukamto Sia [2014] SGCA 21 decided that directors have a duty to consider the interest of the company s creditors when there are concerns over the company s financial health. Second, the Court of Appeal decided in Ho Kang Peng v Scintronix Corp Ltd (formerly known as TTL Holdings Ltd) [2014] SGCA 22 that directors would be in breach of their duties to the company if they made illegal payments (that amounted to bribes), even if the payments were for the short term financial gain of the company. Third, in Burgundy Global Exploration Corp v Transocean Offshore International Ventures Ltd [2014] SGCA 24, the Court of Appeal decided that the courts have the power to permit service of an examination of judgment debtor ( EJD ) order against foreign officers of a company (including directors), even if they are not physically present in Singapore. Finally, ACRA recently issued a practice direction regarding the duties of a director in relation to financial reporting. A more detailed discussion on the said developments can be viewed on our Firm s website at: - pments_in_singapore_relating_to_directors.pdf For additional information regarding the aforesaid developments, please contact our Mr. Lun Chee Leong (luncheeleong@leenlee.com.sg) or Mr. Christopher Tan (christophertan@leenlee.com.sg). CCS IMPOSES FINANCIAL PENALTIES OF S$9.3M ON JAPANESE BEARING MANUFACTURERS On 27 May 2014, the Competition Commission of Singapore ( CCS ) issued an Infringement Decision against four Japanese bearing manufacturers and their Singapore subsidiaries (collectively, the Parties ) for contravening section 34 of the Competition Act (Cap. 50B) (the Act ) by entering into anticompetitive agreements and unlawful exchange of information in relation to the price and sale of ball and roller bearings in Singapore. Financial penalties amounting to S$9.3M were imposed on the Parties by the CCS. There are three points of note from the Infringement Decision. First, the heavy fines levied by the CCS, including a record S$7.6M fine on one of the Parties, gives credence to the CCS stance that price fixing is one of the most serious infringements of the Act. Second, the Infringement Decision is the CCS first reported decision relating to an international cartel involving companies based outside Singapore. This suggests that the CCS will not hesitate to take action against foreign companies as long as their conduct adversely affects competition within Singapore. Third, the CCS investigations into the Parties conduct only commenced after one of the Parties applied for immunity under the CCS leniency programme. This Party was granted full immunity from financial penalties, and substantial reductions in financial penalties were given to two other Parties who applied for leniency. This highlights the effectiveness of the CCS leniency programme, which is designed to encourage cartel members to approach CCS with evidence of such activities. A more detailed discussion on the Infringement Decision can be viewed on our Firm s website at: - _CCS_Imposes_Financial_Penalties_of_S_9.3M_on_Japanese _Bearing_Manufacturers.pdf

3 Lee & Lee s Newsletter Issue 2, 2014 Page 3 LEGAL UPDATES (continued ) For additional information regarding the aforesaid developments, please contact our Mr. Tan Tee Jim S.C. (tanteejim@leenlee.com.sg), Mr. Mervyn Foo (mervynfoo@leenlee.com.sg or Mr Jeremiah Chew (jeremiahchew@leenlee.com.sg). SINGAPORE HIGH COURT CONSIDERS THE ARBITRABILITY OF SHAREHOLDER MINORITY OPPRESSION CLAIMS In the recent decision of Silica Investors Limited v Tomolugen Holdings Limited and others [2014] SGHC 101, the High Court considered whether shareholder minority oppression claims were arbitrable (i.e. whether such claims could be resolved through arbitration). On the facts, the High Court decided that the Plaintiff s claims were not arbitrable. The Court upheld the Assistant Registrar s decision to refuse to stay Court proceedings which had been commenced on the basis of section 216 of the Companies Act. A more detailed discussion on the decision can also be viewed on our Firm s website at: - _-_Silica_-_for_ pdf For additional information regarding the aforesaid developments, please contact our Mr. Christopher Tan (christophertan@leenlee.com.sg). CASE NOTES SIAC EMERGENCY ARBITRATOR PROCEEDINGS Recently, Lee & Lee represented Claimants in an arbitration conducted under the auspices of the Singapore International Arbitration ( SIAC ). We successfully argued before an Emergency Arbitrator for an interim injunction to prevent the Respondent from taking further steps in dissolution proceedings that had been commenced in China to wind up a joint venture company. The parties had entered into a joint venture contract, and set up a joint venture company in China. There was an arbitration clause in the joint venture contract, and disputes arose between the parties. The Respondent proceeded to file winding up proceedings in the PRC courts in an attempt to dissolve the joint venture company. The Emergency Arbitrator heard arguments from both parties and ordered the injunction (among other things). Our Mr. Quek Mong Hua (quekmonghua@leenlee.com.sg), Mr. Christopher Tan (christophertan@leenlee.com.sg), Ms. Jacqueline Chua (jacquelinechua@leenlee.com.sg) and Ms. Nikisha Mirpuri (nikishamirpuri@leenlee.com.sg) represented the successful Claimants in the Emergency Arbitrator proceedings. LEE & LEE SUCCESSFULLY REPRESENTED A CLAIMANT S CHALLENGE IN THE COURT OF APPEAL TO THE CONVENTIONAL APPROACH USED IN CALCULATING QUANTUM OF FUTURE LOSS AND EXPENSE FOR PERSONAL INJURY CASES Lai Wai Keong Eugene v Loo Wei Yen [2014] SGCA 31 concerned a claimant s claim for damages for serious personal injuries arising out of a road traffic accident. Lee & Lee was appointed by the insurer concerned to challenge the amount claimed and to ensure that the compensation paid out would be fair and equitable.

4 Lee & Lee s Newsletter Issue 2, 2014 Page 4 CASE NOTES (continued ) As a result of the accident, the claimant sustained severe injuries and is paralyzed from the chest down. His solicitors quantified his claim in excess of S$3,400, and also challenged the existing ( conventional multiplier-multiplicand) approach used to calculate how Singapore courts award damages with respect to future loss and expense. In Singapore, an injured victim (claimant) can claim damages in tort for injuries suffered. A claimant can claim for present damages, loss and expense (i.e. pain and suffering for the injuries, losses already incurred such as lost wages due to medical leave, expenses already incurred such as medical and hospitalization expenses), as well as anticipated loss and expense (i.e. lost wages (or prospects) in the future due to medical reasons, future medical procedures and surgeries). At the Assessment of Damages, the claimant inter alia claimed S$1,087, for future expenses and S$1,823, for loss of future earnings. After a seven-day hearing involving 8 witnesses (6 expert witnesses), the Assistant Registrar rejected the claimant s challenge to the conventional approach and instead only awarded the claimant: S$657, for future expenses and S$ 880, for loss of future earnings. The Assistant Registrar s full decision can be read in Lai Wai Keong Eugene v Loo Wei Yen [2012] SGHCR 8. In hearing this case, the Court of Appeal took the opportunity to clarify and re-affirm certain principles relating to the award of future damages in Singapore. The Court of Appeal held that the conventional approach of using a multiplier and multiplicand to derive lump sum future damages should be retained. Present-value tables can be used to adjust lump sum awards to discount for accelerated payment but the ultimate purpose still remains the derivation of a multiplier. The court also cautioned that in determining the multiplier and various discounts, the Singapore courts should not stray too far from the implicit discounts (for accelerated payment and contingencies) embedded in multipliers used in comparable cases. At the conclusion of the hearing, the Court of Appeal accepted our submissions: rejected the claimant s challenge and dismissed the claimant s appeal. Our Mr. Desmond Tan (desmondtan@leenlee.com.sg) acted for the defendant (on appointment by the insurers concerned) in this case. Not satisfied with the awards, the claimant filed an appeal. On hearing the appeal, the High Court judge re-affirmed the earlier awards and dismissed the appeal. The judge s full decision can be read in Lai Wai Keong Eugene v Loo Wei Yen [2013] 3 SLR The claimant then filed an appeal to the Court of Appeal to appeal against the awards as well as to continue to challenge the existing conventional approach used to calculate such future damages. As the claimant was advocating such a radical departure from the usual method of assessing such damages, the Court of Appeal thought it necessary to hear the views of other stakeholders before making a decision. The court therefore invited the Consumers Association of Singapore (CASE) and the General Insurance Association of Singapore (GIA) to tender written arguments and to attend the hearing.

5 Lee & Lee s Newsletter Issue 2, 2014 Page 5 RECENT TRANSACTIONS The Housing & Development Board (HDB), as the Singapore Government s land sales agent, launched the land parcel at Westwood Avenue for tender on 31 October The site was awarded by the HDB to Changi Properties Pte. Ltd. and Heeton Homes Pte. Ltd., at the tendered price of S$198,900,000 on 14 January Our Mr. Ow Yong Thian Soo (owyongthiansoo@leenlee.com.sg) and Ms. Sharon Tay (sharontay@leenlee.com.sg) acted in the acquisition of the site. Our Firm s Real Estate Department also acted: - 1. On behalf of the Vendor company, Sin Hin Lee Investment (Private) Limited, in the sale of the well-known Longhouse food centre located at Upper Thomson Road on 7 Apr 2014 to TEE Ventures Pte. Ltd. (a subsidiary of listed TEE Land Limited) for S$45.2M; and 2. For the developer in the launch of sale of the 597- unit residential housing development The Santorini located at Tampines Avenue 10/Tampines Street 86, by MCC Land (Singapore) Pte. Ltd. on 29 Mar Our Firm s Corporate Department is also proud to have acted in following recent transactions: - 1. Acting as the Legal Adviser to the Sole Financial Adviser, the Joint Global Coordinators and the Joint Bookrunners for the initial public offering of units of the OUE Commercial Real Estate Investment Trust which raised S$364 million. Our Corporate Partners, Mr. Adrian Chan (adrianchan@leenlee.com.sg), Mr. Lun Chee Leong (luncheeleong@leenlee.com.sg) and Mr. Joel Teo (joelteo@leenlee.com.sg) acted in the transaction. 2. Advising Wheelock Properties (S) Ltd on the S$1.24 billion mandatory conditional cash offer made by for and on behalf of 68 Holdings Pte. Ltd., for all the shares in Hotel Properties Limited. The transaction is valued at approximately S$1.99 billion. Our Corporate Partners, Mr. Adrian Chan and Mr. Lun Chee Leong acted in the transaction. 3. Acting for Pteris Global Limited in a reverse takeover to acquire Shenzhen-CIMC Tianda Airport Support Ltd from China International Marine Containers Ltd for a base consideration of S$137.6 million and deferred consideration of up to $21.5 million in shares. Our Corporate Partners, Mr. Lun Chee Leong and Mr. Joel Teo acted in the transaction. Conducting Privacy Impact Assessment and compliance work for several listed and non-listed entities, including Isetan Ltd for compliance with the Personal Data Protection Act. Our Partners, Mr. Tan Tee Jim, S.C. (tanteejim@leenlee.com.sg), Mr. Francis Lim (francislim@leenlee.com.sg) and Mr. Zech Chan (zechchan@leenlee.com.sg) acted in these matters.

6 Lee & Lee s Newsletter Issue 2, 2014 Page 6 RECENT APPOINTMENTS Our Firm is pleased to welcome the Honourable Justice (Retired) Andrew Ang, who rejoined us as a Consultant with effect from 1 April Justice Ang previously practised with our Firm over a 30-year period from 1974 to 2004, where he held the position of Senior Partner and Head of the Firm's Banking & Corporate Department. In May 2004, he was appointed a Judicial Commissioner of the Supreme Court of Singapore. He was appointed a full Judge of the Supreme Court in May 2005, and retired on 26 February 2014 after having served almost 10 years on the Bench. During his judicial tenure, he was the Chairman of the Singapore Mediation Centre (2006 to 2011) and of the Legal Heritage Committee (from 2011). He was also Vice-Chairman of the Law Reform Committee (2006 to 2011) and a member of the National University of Singapore s Law Advisory Board Justice Ang s expertise covers a broad spectrum of work including banking, corporate finance, mergers and acquisitions, securities regulation, corporate insolvency, income taxation and complex real estate transactions. Our Head of Intellectual Property Department and Senior Partner Mr. Tan Tee Jim, S.C. has been appointed as a member of the Advisory Panel of the NUS Centre of Law & Business with effect from 30 June Our Head of Corporate Department and Senior Partner Mr. Adrian Chan has been appointed as a board member of the Accounting and Corporate Regulatory Authority (ACRA) Board with effect from 1 April Our Intellectual Property Partner Mr. Maurice Cheong (mauricecheong@leenlee.com.sg) has been appointed as an Honorary Legal Advisor to the College of Family Physicians Singapore with effect from 12 July RECENT PUBLICATIONS 1. Halsbury s Laws of Singapore Volume 5, 2014 reissue. Halsbury s Laws of Singapore is the authoritative reference work for Singapore lawyers. 2. Woon s Corporations Law, Volume R (SGX Listing Manual: Mainboard Listing Rules), Issue 47. Woon s Corporation Law is a leading and authoritative text on the law governing corporations in Singapore. Our Corporate Partner, Mr. Lun Chee Leong contributed to the above 2014 publications. This Newsletter is provided for information purposes only and should not be considered legal advice from Lee & Lee. Copyright 2014 Lee & Lee. All rights reserved.

7 Lee & Lee s Newsletter Issue 2, 2014 Page 7 OUR SERVICES We provide a comprehensive range of legal services to serve the differing needs of individuals and companies. Our areas of practice include banking, corporate, competition, intellectual property, litigation and dispute resolution, and real estate. Banking The Banking and Finance team advises on the full spectrum of loan and other debt-related transactions including project, asset and asset-backed financing, financing relating to takeover offers, syndicated / club loans, cross border financing, risk and funded sub-participations, securitisations and sale of loans and receivables and security arrangements and documentation. For more information, please contact Louise Tan (louisetan@leenlee.com.sg) Corporate Our Corporate Department provides a wide range of corporate and commercial legal services to a varied clientele encompassing financial institutions and major corporations in diverse industries including private and publicly-listed corporations, both multi-national and local. In particular, the Corporate team advises on merger & acquisitions, initial public offerings, capital markets & corporate financing, as well as general corporate and commercial matters. For more information, please contact Adrian Chan (adrianchan@leenlee.com.sg) Competition Lee & Lee s Competition Practice advises and represents clients on the complete range of competition law issues. The issues principally relate to anti-competitive agreements, abuse of dominant position and mergers which have resulted, or may result, in a substantial lessening of competition in any market in Singapore. Our practice can appear before the Competition Commission of Singapore regarding such issues. For more information, please contact Tan Tee Jim, S.C. (tanteejim@leenlee.com.sg) or Mervyn Foo (mervynfoo@leenlee.com.sg) Intellectual Property The Intellectual Property practice group has a highly regarded expertise in all aspects of intellectual property law which ranges from trademark and service mark registrations in Singapore and throughout the world, to patent and copyright infringement actions. For more information, please contact Tan Tee Jim, S.C. (tanteejim@leenlee.com.sg) Litigation and Dispute Resolution The Litigation and Dispute Resolutions practice group has proven experience in resolving all types of disputes through mediation, arbitration or litigation. Our main practice areas include all types of commercial and contractual disputes, shareholder and corporate disputes, banking matters, professional negligence claims, insurance claims, defamation actions, matrimonial and family law matters, white collar and other criminal matters and other statutory offences. For more information, please contact Quek Mong Hua (quekmonghua@leenlee.com.sg) or Lee Han Tiong (leehantiong@leenlee.com.sg) Real Estate The Real Estate practice group specialises in property transactions ranging from the sale and purchase of residential properties to commercial properties such as that relating to hotels, office and shopping complexes and mixed developments. For more information, please contact Ow Yong Thian Soo (owyongthiansoo@leenlee.com.sg) If you would like to subscribe to our legal updates, case notes and newsletters, please drop us an at leenlee@leenlee.com.sg. LEE & LEE 50 Raffles Place #06-00 Singapore Land Tower Singapore Tel: (65) Fax: (65) Website: