LEGION CONSORTIUM LIMITED (Incorporated in the Cayman Islands with limited liability)

Transcription

1 The Stock Exchange of Hong Kong Limited and the Securities and Futures Commission take no responsibility for the contents of this Application Proof, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this Application Proof. Application Proof of LEGION CONSORTIUM LIMITED (Incorporated in the Cayman Islands with limited liability) WARNING The publication of this Application Proof is required by The Stock Exchange of Hong Kong Limited (the Exchange )/the Securities and Futures Commission (the Commission ) solely for the purpose of providing information to the public in Hong Kong. This Application Proof is in draft form. The information contained in it is incomplete and is subject to change which can be material. By viewing this document, you acknowledge, accept and agree with Legion Consortium Limited (the Company ), its sponsor, advisers or members of the underwriting syndicate that: (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) (k) this document is only for the purpose of providing information about the Company to the public in Hong Kong and not for any other purposes. No investment decision should be based on the information contained in this document; the publication of this document or supplemental, revised or replacement pages on the Exchange s website does not give rise to any obligation of the Company, its sponsor, advisers or members of the underwriting syndicate to proceed with an offering in Hong Kong or any other jurisdiction. There is no assurance that the Company will proceed with the offering; the contents of this document or supplemental, revised or replacement pages may or may not be replicated in full or in part in the actual final listing document; this document is not the final listing document and may be updated or revised by the Company from time to time in accordance with the Rules Governing the Listing of Securities on the Exchange; this document does not constitute a prospectus, offering circular, notice, circular, brochure or advertisement offering to sell any securities to the public in any jurisdiction, nor is it an invitation to the public to make offers to subscribe for or purchase any securities, nor is it calculated to invite offers by the public to subscribe for or purchase any securities; this document must not be regarded as an inducement to subscribe for or purchase any securities, and no such inducement is intended; neither the Company nor any of its affiliates, advisers or underwriters is offering, or is soliciting offers to buy, any securities in any jurisdiction through the publication of this document; no application for the securities mentioned in this document should be made by any person nor would such application be accepted; the Company has not and will not register the securities referred to in this document under the United States Securities Act of 1933, as amended, or any state securities laws of the United States; as there may be legal restrictions on the distribution of this document or dissemination of information contained in this document, you agree to inform yourself about and observe any such restrictions applicable to you; and the application to which this document relates has not been approved for listing and the Exchange and the Commission may accept, return or reject the application for the subject public offering and/or listing. If an offer or an invitation is made to the public in Hong Kong in due course, prospective investors are reminded to make their investment decisions solely based on the Company s prospectus registered with the Registrar of Companies in Hong Kong, copies of which will be distributed to the public during the offer period.

2 IMPORTANT If you are in any doubt about any contents of this document, you should obtain independent professional advice. LEGION CONSORTIUM LIMITED (incorporated in the Cayman Islands with limited liability) [REDACTED] Number of [REDACTED] : [REDACTED] Shares comprising [REDACTED] New Shares and [REDACTED] (subject to the [REDACTED]) Number of [REDACTED] : [REDACTED] Shares (subject to reallocation) Number of [REDACTED] : [REDACTED] Shares comprising [REDACTED] New Shares and [REDACTED] (subject to reallocation and the [REDACTED]) [REDACTED] : Not more than HK$[REDACTED] per [REDACTED] and expected to be not less than HK$[REDACTED] per [REDACTED], plus brokerage fee of 1%, SFC transaction levy of % and Stock Exchange trading fee of 0.005% (payable in full upon application and subject to refund) Nominal Value : HK$0.01 per Share [REDACTED] : [REDACTED] Sponsor [REDACTED], [REDACTED] and [REDACTED] [ ] Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and [REDACTED] take no responsibility for the contents of this document, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this document. A copy of this document, having attached thereto the documents specified in the section headed Documents Delivered to the Registrar of Companies in Hong Kong and Available for Inspection in Appendix VI to this document, has been registered with the Registrar of Companies in Hong Kong as required by section 342C of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong). The Securities and Futures Commission of Hong Kong and the Registrar of Companies of Hong Kong take no responsibility as to the contents of this document or any of the other documents referred to above. The [REDACTED] is expected to be determined by the Price Determination Agreement to be entered into between our Company (for ourselves and on behalf of the [REDACTED] and the [REDACTED] (for itself and on behalf of the [REDACTED]) on the Price Determination Date, which is expected to be on or around [REDACTED] and, in any event, not later than [REDACTED]. The [REDACTED] will not be more than HK$[REDACTED] per [REDACTED] and is expected to be not less than HK$[REDACTED] per [REDACTED] unless otherwise announced. Applicants for [REDACTED] are required to pay, on application, the maximum [REDACTED] of HK$[REDACTED] for each Share together with a brokerage fee of 1 %, SFC transaction levy of % and Stock Exchange trading fee of 0.005% subject to refund if the [REDACTED] as finally determined should be lower than HK$[REDACTED]. If, for any reason, the [REDACTED] (for itself and on behalf of the [REDACTED]) and our Company (for ourselves and on behalf of the [REDACTED] are unable to reach an agreement on the [REDACTED] by the Price Determination Date, the [REDACTED] (including the [REDACTED]) will not become unconditional and will lapse immediately. The [REDACTED] (for itself and on behalf of the [REDACTED]) may, with the consent of our Company (for ourselves and on behalf of the [REDACTED]), reduce the number of [REDACTED] and/or the indicative [REDACTED] range below that stated in this document at any time not later than the morning of the last day for lodging applications under the [REDACTED]. In such case, a notice of the reduction of the number of the [REDACTED] and/or the indicative [REDACTED] range will be published on the website of the Stock Exchange at and our Company s website at Further details are set out in Structure and Conditions of the [REDACTED] and How to Apply for [REDACTED] in this document. Prior to making an investment decision, prospective investors should consider carefully all of the information set out in this document, including but not limited to the risk factors set out in the section headed Risk Factors in this document and the related [REDACTED]. Prospective investors of the [REDACTED] should note that the [REDACTED] (for itself and on behalf of the [REDACTED]) is entitled to terminate the obligations of the [REDACTED] under the [REDACTED] by means of a notice in writing given to our Company by the [REDACTED] (for itself and on behalf of the [REDACTED]) upon the occurrence of any of the events set out in the section headed [REDACTED] in this document, at any time prior to 8:00 a.m. (Hong Kong time) on the [REDACTED]. Further details of these termination provisions are set out in the section headed [REDACTED] in this document. It is important that prospective investors refer to that section for further details. [REDACTED]

3 EXPECTED TIMETABLE (Note 1) [REDACTED] i

4 EXPECTED TIMETABLE (Note 1) [REDACTED] ii

5 EXPECTED TIMETABLE (Note 1) [REDACTED] iii

6 CONTENTS IMPORTANT NOTICE TO INVESTORS This document is issued by our Company solely in connection with the [REDACTED] and does not constitute an offer to sell or a solicitation of an offer to buy any security other than the [REDACTED] offered by this document pursuant to the [REDACTED]. This document may not be used for the purpose of, and does not constitute, an offer or invitation in any other jurisdiction or in any other circumstances. No action has been taken to permit a [REDACTED] of the [REDACTED] or the distribution of this document in any jurisdiction other than Hong Kong. You should rely only on the information contained in this document and the [REDACTED] to make your investment decision. Our Company, the [REDACTED], the Sponsor, the [REDACTED], the [REDACTED], the [REDACTED] and the [REDACTED] have not authorised anyone to provide you with information that is different from what is contained in this document and the [REDACTED]. Any information or representation not contained nor made in this document or the [REDACTED] must not be relied on by you as having been authorised by our Company, the [REDACTED], the Sponsor, the [REDACTED], the [REDACTED], the [REDACTED], the [REDACTED], and any of their respective directors, officers, employees, agents, representatives or advisers or any other person involved in the [REDACTED]. The contents on our Company s website at do not form part of this document. Page Expected Timetable... Contents... i iv Summary... 1 Definitions Glossary Forward-looking Statements Risk Factors Waiver from Compliance with the Listing Rules Information about this Document and the [REDACTED] Directors and Parties Involved in the [REDACTED] Corporate Information Industry Overview Regulatory Overview History, Corporate Development and Reorganisation iv

7 CONTENTS Page Business Directors and Senior Management Relationship with Controlling Shareholders Connected Transactions Substantial Shareholders Share Capital Financial Information Future Plans and Use of [REDACTED] [REDACTED] Structure and Conditions of the [REDACTED] How to Apply for [REDACTED] Appendix I Accountants Report... I-1 Appendix II Unaudited Pro Forma Financial Information... II-1 Appendix III Property Valuation Report... III-1 Appendix IV Summary of the Constitution of the Company and Cayman Islands Company Law.... IV-1 Appendix V Statutory and General Information.... V-1 Appendix VI Documents Delivered to the Registrar of Companies in Hong Kong and Available for Inspection.... VI-1 v

8 SUMMARY This summary aims to give you an overview of the information contained in this document. As the following is only a summary, it does not contain all the information that may be important to you. You should read the whold document in its entirety before you decide to invest in the [REDACTED]. There are risks associated with any investment. Some of the particular risks in investing in the [REDACTED] are set out in the section headed Risk Factors of this document. You should read that section carefully before you decide to invest in the [REDACTED]. Various expressions used in this summary are defined in the sections headed Definitions of this document. OVERVIEW Founded in 1995, we are a well-established logistics service provider in Singapore offering trucking, freight forwarding and value added transport services to our customers. According to the Converging Knowledge Report, we are ranked amongst the top five players in the mid-tier segment (companies having a fleet size of prime movers from 20 to 79) of the logistics sector based upon our number of prime movers. The mid-tier segment constitutes 20.0% to 30.0% of the market while the large segment (fleet size of 80 prime movers or above) constitutes less than 10.0% of the market. We have developed reputation as an integrated logistics solution provider equipped with a large vehicle fleet, three logistics yards, and experienced management team which is capable of handling large volumes of customer orders. As at the Latest Practicable Date, we have a total of 144 employees of which 56 are transportation (drivers) that support our vehicle fleet comprising 56 prime movers, 518 trailers and three flat vans, and machineries comprising two reach stackers and two forklifts, which are either self-owned or financed through hire-purchase. Depending on our capacity and in order to enhance the flexibility and cost effectiveness of our services, we engage subcontractors to carry out certain trucking services. As at the Latest Practicable Date, we entered into license agreements with an Independent Third Party for the use of three logistics yards of approximately 38,490 sq. m. for the provision of our open-yard storage services as part of our value added transport services. For the three years ended 31 December 2017 and the four months ended 30 April 2018, our revenue was approximately S$32.5 million, S$35.0 million, S$36.7 million and S$13.4 million respectively. The following table sets forth the breakdown of our revenue by business operation during the Track Record Period. Year ended 31 December Four months ended 30 April S$ % S$ % S$ % S$ % S$ % (unaudited) Trucking services... 18,031, ,481, ,017, ,762, ,948, Freight forwarding services ,126, ,655, ,312, ,609, ,890, Value added transport services ,365, ,828, ,417, ,666, ,548, Total ,523, ,965, ,748, ,038, ,387, COMPETITIVE ADVANTAGES Our Directors believe that the following competitive advantages are the key factors to our success and will enable us to further develop our business in the future: We have an integrated services model creating synergy We have a large fleet of vehicles to carry out our trucking services 1

9 SUMMARY We have built up a reputation in the industry due to our emphasis on providing quality services Our services have a wide geographical coverage in Singapore serving a diverse customer base Our experienced and dedicated management team We have close and stable working relationships with our broad range of suppliers BUSINESS STRATEGIES We aim to strengthen our position as the provider of trucking, freight forwarding and value added transport services in Singapore. To achieve this, we intend to focus on the following strategies: Expand and upgrade our fleet size and machinery Expand and enhance our value added transport services and operational scale through the acquisition of a warehouse in Western Singapore Continue to develop our leading market position in Singapore by maintaining long-term relationships with our five largest customers and suppliers and expand our customer base Further strengthening our labour resources and continue to attract, train and retain skilled employees to support future growth and expansion OUR SERVICES AND OPERATIONS We offer various logistics services, including trucking services, freight forwarding services and value added transport services to our customers in Singapore. Our trucking services refer to the haulage, primarily containers, between seaports and our customers designated pick up and/or delivery points within Singapore. The seaports are located within the designated free trade zone where the cargo are exempt from the Goods and Services Tax. We also provide non-containerised trucking services for the transportation of cargo which do not fit in containers. Our responsibilities include ensuring that the cargo is delivered punctually and in good condition. The diagram below shows the export work flow for our trucking services from the customers designated pick up points to the the seaport. The diagram also shows how our value added transport services are integrated with our trucking services. Trucking services Value added transport services Receive job instruction and create job order Schedule and dispatch jobs to driver Logistics yard for temporary storage Collect empty container from container depot Stuffing at logistics yard by our yard operator Stuffing at customer s warehouse Logistics yard for temporary storage Delivery to seaport 2

10 SUMMARY The diagram below shows the import work flow for our trucking services from the seaport to the customers designated delivery points. The diagram also shows how our value added transport services are integrated with our trucking services. Trucking services Value added transport services Receive arrival notice and create job order Schedule and dispatch jobs to drivers Logistics yard for temporary storage Collection of laden container from the seaport Unstuffing at logistics yard by our yard operator Unstuffing at customer s warehouse Logistics yard for temporary storage Delivery to container depot Our freight forwarding services refer to the one-stop solution whereby we act as an agent to organise and coordinate the shipment for customers to get their goods from the origin to the final point of distribution. The end-customers are usually in industries like retail and manufacturing who have limited knowledge in supply chain and logistics. The point of origin or destination of the customers shipments are usually in a foreign country and we are responsible for coordinating the entire shipment process from Singapore to the foreign country or vice versa, which may include transportation by air, sea and/or land. The diagram below shows the import and export work flow for our freight forwarding services. Import Export Receive enquires from customers Order confirmation Overseas partners arrangement Operation precessing in Singapore Receiving pre-alert documents from overseas partners Sending pre-alert documents to overseas partners Import processing in Singapore Closing of file Closing of file 3

11 SUMMARY Value added transport services refer to our open-yard storage services, stuffing and unstuffing services and trucking services between our logistics yards and our customers designated pick up and/or delivery points. Open-yard storage services refer to the handling and storage of laden and empty containers and general cargo, either temporary or long-term at our logistics yards or any other locations designated by our customer(s). In relation to our stuffing and unstuffing services, while customers may instruct its own staff to conduct the stuffing and unstuffing of cargo to and from containers, if requested by our customers, we may also deploy our yard operators to perform the stuffing and unstuffing services. Container haulage between our logistics yards and customers designated pick up or delivery points refer to the transportation of cargo from our customers designated pick up points to our logistics yards for long-term storage or delivery of cargo from our logistics yards to our customers designated delivery points. OUR CUSTOMERS Our customers range from logistics service providers along the supply chain and end-customers from different industries in Singapore. The cargo that we transport for our customers may include, amongst others, industrial materials, chemicals, and a wide range of consumer goods. For the three years ended 31 December 2017 and the four months ended 30 April 2018, total revenue attributable to our five largest customers amounted to approximately S$7.3 million, S$7.5 million, S$6.9 million and S$2.9 million respectively, representing approximately 22.5%, 21.6%, 18.9% and 21.5% of our total revenue respectively. For the same periods, total revenue attributable to our largest customer amounted to approximately S$2.9 million, S$3.2 million, S$2.0 million and S$0.8 million respectively, representing approximately 9.1%, 9.2%, 5.5% and 5.8% of our total revenue respectively. OUR PRICING POLICY In determining our pricing policy, we consider a variety of factors. For our trucking services, we consider factors like container size, distance required for delivery, duration of waiting time; for our freight forwarding services, we consider factors like the prevailing market rates offered by other freight forwarding service providers, costs of engaging agents and subcontractors, urgency and transit time; and for our value added transport services, we consider factors like the container size, duration of container storage and prevailing market rates. OUR SUPPLIERS Our suppliers mainly include providers of port operation services, logistics yards, office premises, repair and maintenance, tyres and diesel for our fleet and logistics services in Singapore. For the three years ended 31 December 2017 and the four months ended 30 April 2018, the cost of services from our five largest suppliers amounted to approximately S$6.1 million, S$7.3 million, S$6.9 million and S$2.4 million respectively, representing approximately 30.7%, 32.7%, 29.7% and 28.6% of our total cost of services respectively. For the same periods, the cost of services from our largest supplier amounted to approximately S$2.6 million, S$3.2 million, S$2.8 million and S$0.9 million respectively, representing approximately 13.1%, 14.1%, 11.9% and 11.0% of our total cost of services respectively. Relationship with JH Tyres & Batteries Pte. Ltd. JH Tyres & Batteries Pte. Ltd. is one of our five largest suppliers during the Track Record Period and is owned as to 70% by Mr. Ng. As Mr. Ng is one of our Controlling Shareholders, chairman of our Board and executive Director, he is a connected person of our Group for the purpose of the Listing Rules. We expect to have further transactions with JH Tyres & Batteries Pte. Ltd. after [REDACTED]. For details of the connected transactions between JH Tyres & Batteries Pte. Ltd. and our Group, please refer to the section headed Connected Transactions Non-exempt continuing connected transactions in this document. 4

12 SUMMARY Relationship with R&S Engineering Works Pte. Ltd. R&S Engineering Works Pte. Ltd. is one of our five largest suppliers during the Track Record Period and is owned as to 60% by Mr. Ng. As Mr. Ng is one of our Controlling Shareholders, chairman of the Board and executive Director, he is a connected person of our Group for the purpose of the Listing Rules. We expect to have further transactions with R&S Engineering Works Pte. Ltd. after [REDACTED]. For details of the connected transactions between R&S Engineering Works Pte. Ltd. and our Group, please refer to the section headed Connected transactions Non-exempt continuing connected transactions in this document. Overlapping of customers and suppliers During the Track Record Period, to the best knowledge and belief of our Directors, five of our largest customers were also our suppliers and four of our largest suppliers were also our customers. To the best knowledge and belief of our Directors, save for JH Tyres & Batteries Pte. Ltd. and R&S Engineering Works Pte. Ltd., the rest of the entities and their ultimate beneficial owners are Independent Third Parties. Please refer to the section headed Business Overlapping of customers and suppliers in this document for more information. KEY FINANCIAL INFORMATION The following table sets forth our key operational and financial data during the Track Record Period. Summary of combined statements of profit or loss Year ended 31 December Four months ended 30 April S$ S$ S$ S$ Revenue... 32,523,110 34,965,146 36,748,483 13,387,598 Gross profit ,673,180 12,547,483 13,478,636 5,012,034 Profit before tax... 6,904,549 5,738,554 6,941,142 2,299,058 Profit and other comprehensive income for the period/year... 5,926,233 4,960,833 5,961,263 1,862,654 Revenue Our Group s overall revenue increased by approximately S$2.4 million, or 21.8%, from approximately S$11.0 million for the four months ended 30 April 2017 to approximately S$13.4 million for the four months ended 30 April Such increase was mainly attributable to the increase in trucking services of approximately S$1.2 million and freight forwarding services of approximately S$1.3 million. Our Group s overall revenue remained relatively stable at approximately S$32.5 million, S$35.0 million and S$36.7 million for the three years ended 31 December 2017 respectively. For more details, please refer to the paragraph headed Financial Information Period to period comparison of results of operations of this document. Gross profit and gross profit margin Our Group s overall gross profit remained relatively stable at approximately S$4.0 million and S$5.0 million as at 30 April 2017 and 2018 respectively, whilst our overall gross profit margin also remained relatively stable at approximately 36.4% and 37.4% for the two periods ended 30 April 2017 and 2018 respectively. 5

13 SUMMARY Our Group s overall gross profit increased by approximately S$1.0 million, or 8.0%, from approximately S$12.5 million for the year ended 31 December 2016 to approximately S$13.5 million for the year ended 31 December 2017, in line with the increase in gross profit margin from approximately 35.9% to approximately 36.7%. Our Group s overall gross profit decreased by approximately 1.6% from approximately S$12.7 million for the year ended 31 December 2015 to approximately S$12.5 million for the year ended 31 December 2016, in line with the decrease in gross profit margin from approximately 39.0% to approximately 35.9%. For more details, please refer to the paragraph headed Financial Information Period to period comparison of results of operations of this document. Summary of the combined statements of financial position Year ended 31 December Four months ended 30 April S$ S$ S$ S$ Non-current assets... 8,417,556 9,984,290 9,326,297 9,286,590 Current assets... 12,690,467 13,304,491 17,615,884 16,549,139 Current liabilities... 3,990,405 3,843,137 6,517,643 5,592,599 Non-current liabilities... 3,274,340 2,352,276 2,189,907 1,729,212 Net current assets... 8,700,062 9,461,354 11,098,241 10,956,540 Net assets... 13,843,278 17,093,368 18,234,631 18,513,918 Summary of the combined statements of cash flows Year ended 31 December Four months ended 30 April S$ S$ S$ S$ Cash and cash equivalents at beginning of the year/period... 2,751,822 4,186,801 3,515,119 5,041,625 Net cash flows generated from operating activities.... 6,471,784 4,522,940 5,536,118 4,851,026 Net cash flows used in investing activities... (2,158,297) (2,256,417) (2,171,798) (323,846) Net cash flows used in financing activities... (2,878,508) (2,938,205) (1,837,814) (3,510,037) Net increase/(decrease) in cash and cash equivalents... 1,434,979 (671,682) 1,526,506 1,017,143 Cash and cash equivalents at end of the year/period... 4,186,801 3,515,119 5,041,625 6,058,768 6

14 SUMMARY Key financial ratios Year ended 31 December or as at 31 December Four months ended 30 April or as at 30 April Gross profit margin (1) % 35.9% 36.7% 37.4% Net profit margin (2) % 14.2% 16.2% 13.9% Return on assets (3) % 21.3% 22.1% 7.2% Return on equity (4) % 29.0% 32.7% 10.1% Interest coverage ratio (5) Current ratio (6) Gearing ratio (7) % 5.5% 7.1% 7.0% Debt to equity ratio (8)... N/A N/A N/A N/A Notes: 1. Gross profit margin is calculated by dividing the gross profit for the year/period by total revenue for the year/period and multiplied by 100%. See Period to Period Comparison of Results of Operations in the section headed Financial Information of this document for more details on our gross profit margin. 2. Net profit margin is calculated by dividing the net profit for the year/period by total revenue for the year/period and multiplied by 100%. See Period to Period Comparison of Results of Operations in the section headed Financial Information of this document for more details on our net profit margin. 3. Return on assets equals to net profit for the year divided by total assets at the end of the year and multiplied by 100%. 4. Return on equity equals to net profit for the year divided by total equity at the end of the year and multiplied by 100%. 5. Interest coverage ratio equals to the net profit before interest and tax for the year/period divided by the net interest expenses for the year/period. 6. Current ratio is calculated based on the total current assets divided by the total current liabilities at the end of the year/period. 7. Gearing ratio is calculated by dividing the sum of borrowings by the total equity at the end of each year/period and multiplied by 100%. 8. Debt to equity ratio is calculated by dividing net debt (all borrowings net of cash and cash equivalents) by the total equity at the end of each year/period and multiplied by 100%. For more details, please refer to the section headed Financial Information of this document. IMPACT OF [REDACTED] Assuming an [REDACTED] of HK$[REDACTED] per Share, being the mid-point of the indicative [REDACTED] range of HK$[REDACTED] to HK$[REDACTED] per Share, the total estimated [REDACTED] in connection with the [REDACTED] is approximately HK$[REDACTED] million. Of the aggregate [REDACTED] of approximately HK$[REDACTED] million, approximately HK$[REDACTED] million is expected to be borne by the [REDACTED] and approximately HK$[REDACTED] million will be capitalised upon the [REDACTED] under the relevant accounting standards. For the year ended 31 December 2018, approximately HK$[REDACTED] million will be recognised as expense in the combined statement of profit and loss. 7

15 SUMMARY FUTURE PLANS AND USE OF [REDACTED] Based on an [REDACTED] of HK$[REDACTED] per [REDACTED] (being the mid-point of the [REDACTED] range stated in this document), the [REDACTED] of the [REDACTED] are expected to be approximately HK$[REDACTED] million after deducting the [REDACTED] and estimated total [REDACTED] and assuming that the [REDACTED] is not exercised. Our Directors currently intend to apply such [REDACTED] in the following manner: approximately HK$[REDACTED] million or [REDACTED]% of the total [REDACTED] from the issue of new Shares under the [REDACTED] will be used to establish a warehouse in Western Singapore which includes the acquisition of the warehouse, the purchase of machinery and the related increase in labour resources; approximately HK$[REDACTED] million or [REDACTED]% of the total [REDACTED] from the issue of new Shares under the [REDACTED], will be used for the expansion of our fleet in relation to our trucking services segment and the related labour resources; approximately HK$[REDACTED] million or [REDACTED]% of the total [REDACTED] from the issue of new Shares under the [REDACTED] will be used to increase and strengthen our freight forwarding services segment which includes the rental of additional office space and the related increase in labour resources; approximately HK$[REDACTED] million or [REDACTED]% of the total [REDACTED] from the issue of new Shares under the [REDACTED], will be used for the purchase of an accounting and operations system and the related increase in labour resources; and the remaining amount of approximately HK$[REDACTED] million or [REDACTED]% of the [REDACTED], will be used for our working capital and other general corporate purposes. For details, please refer to the section headed Future Plans and Use of [REDACTED] of this document. DIVIDENDS For the year ended 31 December 2017 and period ended 30 April 2018, dividends of approximately S$4.8 million and S$1.6 million have been declared respectively. The abovementioned dividends declared had been fully settled as at the Latest Practicable Date. Subsequent to the Track Record Period, an interim dividend of approximately S$0.5 million had been declared on 4 July 2018 and will be settled before [REDACTED]. Dividends declared and paid in the past should not be regarded as an indication of the dividend policy to be adopted by our Company following the [REDACTED]. The payment and the amount of any dividends will be at the discretion of our Directors and will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions (if any) and other factors which our Directors deem relevant. We do not have any dividend policy nor a pre-determined dividend payout ratio. RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS Immediately following completion of the [REDACTED] and the Capitalisation Issue (without taking into account any Shares which may be allotted and issued pursuant to the exercise of the [REDACTED]), Mirana Holdings will be beneficially interested in approximately [REDACTED]% of the issued Shares. Mirana Holdings is wholly-owned by Mr. Ng. As (i) Mirana Holdings is entitled to exercise 30% or more of the voting power at general meetings of our Company; and (ii) Mr. Ng is entitled to, through Mirana Holdings, control the exercise of 30% or more of the voting power at general meeting of our Company; each of Mirana Holdings and Mr. Ng is regarded as our Controlling Shareholders for the purpose of the Listing Rules. For the background of Mirana Holdings and Mr. Ng, please refer to the sections headed History, Corporate Development and Reorganisation and Directors and Senior Management in this document. 8

16 SUMMARY [REDACTED] STATISTICS Based on the minimum [REDACTED] of HK$[REDACTED] per [REDACTED] Based on the maximum [REDACTED] of HK$[REDACTED] per [REDACTED] Market capitalisation at [REDACTED] (Note 1)... HK$[REDACTED] million HK$[REDACTED] million Number of [REDACTED]... [REDACTED] [REDACTED] Unaudited pro forma adjusted combined net tangible assets (Note 2)... HK$[REDACTED] per [REDACTED] HK$[REDACTED] per [REDACTED] Board lot.... 1,000 1,000 Notes: (1) The calculation of the market capitalisation of our Shares is based on [REDACTED] Shares in issue immediately after completion of the [REDACTED] but does not take into account any Shares which may be allotted and issued upon the exercise of the [REDACTED], or any Shares which may be allotted or repurchased by our Company pursuant to the issue mandate and the repurchase mandate. (2) The unaudited pro forma adjusted combined net tangible assets of our Group per share has been prepared with reference to certain estimation and adjustment. Please see the section headed Unaudited Pro Forma Financial Information in Appendix II to this document for further details. LITIGATION AND COMPLIANCE During the Track Record Period and up to the Latest Practicable Date, there was an outstanding case filed on 23 October 2017 against the Group and an employee of the Group for motor accident negligence as a liquidated claim for a sum of S$65, and unliquidated claim for a sum of S$172,500 with cost and damages to be assessed (the Claim ). As advised and confirmed by our Singapore Legal Advisers, the Claim falls within the coverage of the insurance policy maintained by Rejoice at the time of the incident and barring any unforeseen circumstances, Rejoice will not be liable in respect of the Claim. Save as above, during the Track Record Period and up to the Latest Practicable Date, we had not been involved in any litigation, claim, administrative action or arbitration or pending or threatened litigation, claim, administrative action or arbitration which had or would have a material adverse effect on our operations or financial condition. As advised by the Singapore Legal Advisers, our Directors confirm that we were in compliance with all material applicable laws and regulations which are relevant to our business during the Track Record Period and up to the Latest Practicable Date. Please refer to the section headed Business Litigation and compliance of this document for further details. RECENT DEVELOPMENT AND NO MATERIAL ADVERSE CHANGE On 4 July 2018, the Group declared a special dividend amounting to S$0.5 million to our then existing shareholder. Our Directors confirm that, save for the expenses in connection with the [REDACTED], up to the date of this document, there has been no material adverse change in our financial or trading position or prospects since 30 April 2018 and there has been no event since 30 April 2018 which would materially affect the information shown in our financial statements included in the Accountants Report set out in Appendix I to this document. 9

17 SUMMARY RISK FACTORS You should read section headed Risk Factors of this document carefully before you decide to invest in our Shares. The material risks relating to our businesses include the following: Adverse development in our customers business performance or strategies in Singapore could affect our operations and financial results Any decrease in business secured from any one of our customers could affect our operation and financial results Significant increases in our labour cost could adversely affect our operational and financial performance A shortage of transportation (drivers) and yard operators may affect our profitability We operate in a highly competitive industry and we cannot assure you that we will be able to compete successfully Our results of operations are affected by international trading volumes, global and regional economic conditions BUSINESS ACTIVITIES IN COUNTRIES SUBJECT TO INTERNATIONAL SANCTIONS During the Track Record Period, we provided certain services in relation to shipments of goods on behalf of our customers to or from countries subject to International Sanctions, including Belarus, Congo, Cote D Ivoire, Egypt, Haiti, Iran, Iraq, Lebanon, Myanmar, Russia, Slovenia, Sudan and Ukraine. Iran and Sudan were subject to a comprehensive sanctions program administered by OFAC during the Track Record Period (comprehensive OFAC sanctions against Sudan were terminated as of 12 October 2017). During the Track Record Period, revenue generated from services relating to the Countries subject to International Sanctions was approximately S$0.1 million, S$0.2 million, S$0.2 million, and S$0.1 million for each of the three years ended 31 December 2017 and the four months ended 30 April 2018 respectively, representing approximately 0.4%, 0.5%, 0.5%, and 0.6% of our total revenue during the same period. Please refer to the section headed Business Business activities in countries subject to international sanctions in this document for more information. PROPERTY VALUATION REPORT In connection with its valuation, Ravia Global Appraisal Advisory Limited applied the direct comparison approach assuming sale of the properties by making reference to comparable sale transactions asavailable in the relevant market. In conducting its valuation, Ravia Global Appraisal Advisory Limited assumed, among other things, the owner sells the properties in the market in their existing states without the benefit of deferred term contracts, leasebacks, joint ventures, management agreements or any similar arrangements which would serve to affect the values of such properties. However, investors are advised that the appraised value of our property interests shall not be taken as their actual realisable value or a forecast of their realisable value. Please see the section headed Risk Factors - Risk relating to our business - The appraised value of our properties may be different from their actual realisable value and are subject to change in this document. Please also see the section headed Appendix III - Property Valuation for more details of valuation of our properties. 10

18 DEFINITIONS In this document, unless the context otherwise requires, the following terms shall have the meanings set forth below. Accountants Report the accountants report included in Appendix I to this document [REDACTED] Articles or Articles of Association associate(s) Board or Board of Directors [REDACTED] or [REDACTED] business day BVI CAGR Capitalisation Issue the amended and restated articles of association of our Company adopted on [ ], as amended, supplemented or otherwise modified from time to time has the meaning ascribed thereto under the Listing Rules our board of Directors [ ] any day (other than a Saturday, Sunday or public holiday in Hong Kong) on which licensed banks in Hong Kong are generally open for normal banking business the British Virgin Islands compound annual growth rate the allotment and issue of [REDACTED] new Shares to be made upon the capitalisation of certain sums standing to the credit of the share premium account of our Company as referred to in the section headed Statutory and General Information B. Further information about our Company 3. Written resolutions of our Sole Shareholder passed on [ ] in Appendix V to this document [REDACTED] [REDACTED] a person admitted to participate in [REDACTED] as a direct participant or a general clearing participant [REDACTED] 11

19 DEFINITIONS [REDACTED] Operational Procedures [REDACTED] Clear Bliss close associate(s) Companies Law or Cayman Companies Law Companies Ordinance Companies (Winding Up and Miscellaneous Provisions) Ordinance the operational procedures of [REDACTED] in relation to [REDACTED], containing the practices, procedures and administrative requirements relating to the operations and functions of [REDACTED], as from time to time in force [REDACTED] or [REDACTED] Clear Bliss Holdings Limited, a company incorporated in the BVI with limited liability on 1 November 2017, and is a direct wholly-owned subsidiary of our Company has the meaning ascribed thereto under the Listing Rules the Companies Law (as revised) of the Cayman Islands, as amended, supplement or otherwise modified from time to time the Companies Ordinance (Chapter 622 of the Laws of Hong Kong), as amended, supplemented or otherwise modified from time to time the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong), as amended, supplemented or otherwise modified from time to time Company or our Company Legion Consortium Limited, a company incorporated on 20 June 2018 under the laws of the Cayman Islands as an exempted company with limited liability connected person(s) connected transaction(s) Controlling Shareholder(s) has the meaning ascribed thereto under the Listing Rules has the meaning ascribed thereto under the Listing Rules has the meaning ascribed to it under the Listing Rules and refers to the controlling shareholders of our Company immediately upon completion of the [REDACTED] and Capitalisation issue, being Mirana Holdings and Mr. Ng, or any of them Converging Knowledge Converging Knowledge Pte Ltd, an independent market research consultant Converging Knowledge Report an independent market research report commissioned by us and prepared by Converging Knowledge, contents of which are summarised in the section headed Industry Overview of this document 12

20 DEFINITIONS COE Countries subject to International Sanctions Deed of Indemnity Deed of Non-Competition Director(s) FWL General Rules of [REDACTED] [REDACTED] Group, our Group, we, our or us Certiticate of Entitlement which represents a right to vehicle ownership and use of the limited road space for 10 years are countries regarding which governments such as the U.S. or Australia, or governmental organisations, such as the European Union or the United Nations, have, through executive order, passing of legislation or other governmental means, implemented measures that impose economic sanctions against such countries or against targeted industry sectors, groups of companies or persons, and/or organisations within such countries the deed of indemnity dated [ ] executed by our Controlling Shareholders in favour of our Company (for itself and as trustee for each member of our Group) to provide certain indemnities, particulars of which are set out in the section headed Statutory and General Information D. Other information 1. Tax and other indemnities in Appendix V to this document the deed of non-competition dated [ ] executed by our Controlling Shareholders in favour of our Company (for itself and as trustee for each member of our Group), particulars of which are set out in the section headed Relationship with Controlling Shareholders Non-competition undertakings of this document the director(s) of our Company Foreign Worker Levy, which is a pricing mechanism to regulate the number of foreign workers (including foreign domestic workers) in Singapore the terms and conditions regulating the use of [REDACTED], as may be amended or modified from time to time and where the context so permits, shall include the [REDACTED] Operational Procedures the [REDACTED] to be completed by the [REDACTED] Service Provider designated by our Company our Company and our subsidiaries or, where the context so requires, in respect of the period before our Company became the holding company of our present subsidiaries, such subsidiaries as if they were subsidiaries of our Company at the relevant time 13

21 DEFINITIONS Goods and Service Tax or GST The Goods and Services Tax in Singapore is a consumption tax that is levied on import of goods into Singapore, as well as nearly all supplies of goods and services in Singapore at a prevailing rate of 7.0% [REDACTED] the application for [REDACTED] to be issued in the applicant s own name by submitting application online at the designated website at [REDACTED] [REDACTED] Service Provider the [REDACTED] Service Provider designated by our Company, as specified on the designated website at [REDACTED] HK$ or Hong Kong dollars HKFRSs Hong Kong dollars, the lawful currency of Hong Kong Hong Kong Financial Reporting Standards [REDACTED] Hong Kong the Hong Kong Special Administrative Region of the PRC [REDACTED] Independent Third Party (ies) IAS IFRSs International Sanctions International Sanctions Legal Advisers IRO an individual(s) or a company (ies) who or which is/are not connected person(s) (within the meaning of the Listing Rules) International Accounting Standards International Financial Reporting Standards all applicable laws and regulations related to economic sanctions, export controls, trade embargoes and wider prohibitions and restrictions on international trade and investment related activities, including those adopted, administered and enforced by the U.S. government, the European Union and its member states, United Nations or the government of Australia Hogan Lovells, our legal advisers as to International Sanctions laws in connection with the [REDACTED] the Inland Revenue Ordinance (Chapter 112 of the Laws of Hong Kong), as amended, supplemented or otherwise modified from time to time 14

22 DEFINITIONS Latest Practicable Date [REDACTED] [REDACTED] 30 June 2018, being the latest practicable date prior to the printing of this document for ascertaining certain information in this document the [REDACTED] of our Shares on the Main Board the [REDACTED] of the Stock Exchange [REDACTED] Listing Rules Main Board Memorandum or Memorandum of Association Mirana Holdings New Shares MOM Mr. Gilbert Ho Mr. KH Ng Mr. Ng Mr. Stephen Yeo The Rules Governing the Listing of Securities on the Stock Exchange, as amended, supplemented or other modified from time to time the stock exchange (excluding the option markets) operated by the Stock Exchange which is independent from and operated in parallel with GEM of the Stock Exchange the amended and restated memorandum of association of our Company adopted on [ ], as amended, supplemented or otherwise modified from time to time Mirana Holdings Limited, a company incorporated in the BVI with limited liability on 19 June 2018, and is wholly owned by Mr. Ng and one of our Controlling Shareholders the new Shares to be offered for subscription pursuant to the [REDACTED] Ministry of Manpower of Singapore Mr. Gilbert Ho Chi Wee, a director of Radiant Mr. Ng Kong Hock, an executive Director and the son of Mr. Ng Mr. Ng Choon Eng, the founder of our Group, an executive Director, Chairman, Chief Executive Officer, one of our Controlling Shareholders and the father of Mr. KH Ng Mr. Stephen Yeo Teck Nan, our Chief Marketing Officer and a director of Richwell OFAC U.S. Department of Treasury s Office of Foreign Asset Control [REDACTED] the final [REDACTED] per [REDACTED] in Hong Kong dollars (exclusive of brokerage fee of 1%, SFC transaction levy of % and the Stock Exchange trading fee of 0.005%) such price to be determined on or before the Price Determination Date 15

23 DEFINITIONS [REDACTED] [REDACTED] [REDACTED] [REDACTED] [REDACTED] [REDACTED] Price Determination Agreement the [REDACTED] and the [REDACTED], together where relevant, with any additional share(s) issue pursuant to any of the [REDACTED] the option granted by our Company to the [REDACTED], exercisable by the [REDACTED] (for itself and on behalf of the [REDACTED]), at its sole and absolute discretion, whereby our Company may be required to allot and issue up to [REDACTED] additional [REDACTED], representing up to [REDACTED]% of the [REDACTED] initially available under the [REDACTED], at the [REDACTED] to cover over-allocations in the [REDACTED] as described in the section headed Structure and Conditions of the [REDACTED] in this document the conditional [REDACTED] of the [REDACTED] at the [REDACTED] to selected professional, institutional and other investors as set forth in the section headed Structure and Conditions of the [REDACTED] of this document the [REDACTED] Shares (comprising [REDACTED] New Shares initially offered by us for subscription and [REDACTED] [REDACTED] initially offered by the [REDACTED] for purchase) being offered by our Company for subscription under the [REDACTED], subject to reallocation and the [REDACTED] as described in the section headed Structure and Conditions of the [REDACTED] of this document the [REDACTED] of the [REDACTED], who are expected to enter into the [REDACTED] to [REDACTED] the [REDACTED] the conditional [REDACTED] relating to the [REDACTED] expected to be entered into on or about the Price Determination Date by, among others, our Company, the [REDACTED], the Sponsor and the [REDACTED], particulars of which are summarised in the section headed [REDACTED] of this document the agreement to be entered into between our Company (for ourselves and on behalf of the [REDACTED]) and the [REDACTED] (for itself and on behalf of the [REDACTED]) on or before the Price Determination Date to record the agreement on the final [REDACTED] 16