Sea Freight air Freight p r o s p e C t u s P R O S P E C T U S TRI-MODE SYSTEM (M) BERHAD (Company No. 229265-X) (Incorporated in Malaysia under the Companies Act 1965) PUBLIC ISSUE OF 43,207,000 NEW ORDINARY SHARES IN TRI-MODE SYSTEM (M) BERHAD ( TRI-MODE OR THE COMPANY ) ( SHARES ) IN CONJUNCTION WITH THE LISTING OF TRI-MODE ON THE ACE MARKET OF BURSA MALAYSIA SECURITIES BERHAD ( BURSA SECURITIES ) COMPRISING: (I) INSTITUTIONAL OFFERING OF 30,710,000 SHARES TO BE ALLOCATED IN THE FOLLOWING MANNER: (A) 24,900,000 SHARES BY WAY OF PRIVATE PLACEMENT TO INSTITUTIONAL AND SELECTED INVESTORS; AND (B) 5,810,000 SHARES BY WAY OF PLACEMENT TO BUMIPUTERA INVESTORS APPROVED BY THE MINISTRY OF INTERNATIONAL TRADE AND INDUSTRY OF MALAYSIA, AT THE INSTITUTIONAL PRICE TO BE DETERMINED BY WAY OF BOOKBUILDING ( INSTITUTIONAL PRICE ); AND (II) RETAIL OFFERING OF 12,497,000 SHARES TO BE ALLOCATED IN THE FOLLOWING MANNER: (A) 8,300,000 SHARES AVAILABLE FOR APPLICATION BY THE PUBLIC; AND (B) 4,197,000 SHARES AVAILABLE FOR APPLICATION BY THE ELIGIBLE PERSONS (AS DEFINED IN THIS PROSPECTUS), AT THE RETAIL PRICE OF RM0.61 PER SHARE ( RETAIL PRICE ) PAYABLE IN FULL UPON APPLICATION AND SUBJECT TO REFUND OF THE DIFFERENCE BETWEEN THE RETAIL PRICE AND FINAL RETAIL PRICE (AS DEFINED IN THIS PROSPECTUS), IF THAT THE FINAL RETAIL PRICE IS LESS THAN THE RETAIL PRICE, SUBJECT TO CLAWBACK AND REALLOCATION PROVISIONS. THE FINAL RETAIL PRICE WILL BE EQUIVALENT TO THE LOWER OF (I) THE RETAIL PRICE; OR (II) THE INSTITUTIONAL PRICE. PRINCIPAL ADVISER, SPONSOR, MANAGING UNDERWRITER, JOINT UNDERWRITER AND PLACEMENT AGENT FINANCIAL ADVISER JOINT UNDERWRITER container haulage TA SECURITIES HOLDINGS BERHAD (14948-M) (A Participating Organisation of Bursa Malaysia Securities Berhad) ZJ ADVISORY SON BHD (645449-V) Kenanga Investment Bank Berhad (15678-H) (A Participating Organisation of Bursa Malaysia Securities Berhad) INVESTORS ARE ADVISED TO READ AND UNDERSTAND THE CONTENTS OF THE PROSPECTUS. IF IN DOUBT, PLEASE CONSULT A PROFESSIONAL ADVISER. warehousing Freight forwarding Tri-Mode System (M) Berhad (Company No. 229265-X) (Incorporated in Malaysia under the Companies Act 1965) Tri-Mode Building 25 & 27, Jalan Berembang Off Jalan Kem Taman Seri Berembang 42000 Port Klang Selangor Darul Ehsan Malaysia Tel. No.: +603 3168 4548 Fax. No.: +603 3168 4559 Email: general@tmsgroup.com.my (The graphics illustrate the business carried out by Tri-Mode and its subsidiaries. Certain assets and properties depicted in the graphics do not belong to Tri-Mode.) TRI-MODE SYSTEM (M) BERHAD (Company No. 229265-X) (Incorporated in Malaysia under the Companies Act 1965) FOR INFORMATION CONCERNING RISK FACTORS WHICH SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS, SEE RISK FACTORS COMMENCING ON PAGE 40. YOU ARE ADVISED TO NOTE THAT COMPANIES LISTED ON THE ACE MARKET MAY BE OF HIGH INVESTMENT RISKS. THIS PROSPECTUS IS NOT TO BE DISTRIBUTED OUTSIDE MALAYSIA. NO SECURITIES WILL BE ALLOTTED OR ISSUED BASED ON THIS PROSPECTUS AFTER SIX MONTHS FROM THE DATE OF THIS PROSPECTUS. THIS PROSPECTUS HAS BEEN REGISTERED WITH THE SECURITIES COMMISSION MALAYSIA ( SC ). THE APPROVAL, AND REGISTRATION OF THIS PROSPECTUS, SHOULD NOT BE TAKEN TO INDICATE THAT THE SC RECOMMENDS THE OFFERING OR ASSUMES RESPONSIBILITY FOR THE CORRECTNESS OF ANY STATEMENT MADE, OPINION EXPRESSED OR REPORT CONTAINED IN THIS PROSPECTUS. THE SC HAS NOT, IN ANY WAY, CONSIDERED THE MERITS OF THE SECURITIES BEING OFFERED FOR INVESTMENT. THE SC IS NOT LIABLE FOR ANY NON-DISCLOSURE ON THE PART OF THE COMPANY AND TAKES NO RESPONSIBILITY FOR THE CONTENTS OF THIS DOCUMENT, MAKES NO REPRESENTATION AS TO ITS ACCURACY OR COMPLETENESS, AND EXPRESSLY DISCLAIMS ANY LIABILITY FOR ANY LOSS YOU MAY SUFFER ARISING FROM OR IN RELIANCE UPON THE WHOLE OR ANY PART OF THE CONTENTS OF THIS PROSPECTUS. THE ACE MARKET IS AN ALTERNATIVE MARKET DESIGNED PRIMARILY FOR EMERGING CORPORATIONS THAT MAY CARRY HIGHER INVESTMENT RISK WHEN COMPARED WITH LARGER OR MORE ESTABLISHED CORPORATIONS LISTED ON THE MAIN MARKET. THERE IS ALSO NO ASSURANCE THAT THERE WILL BE A LIQUID MARKET IN THE SHARES OR UNITS OF SHARES TRADED ON THE ACE MARKET. YOU SHOULD BE AWARE OF THE RISKS OF INVESTING IN SUCH CORPORATIONS AND SHOULD MAKE THE DECISION TO INVEST ONLY AFTER CAREFUL CONSIDERATION. THE ISSUE, OFFER OR INVITATION FOR THE OFFERING IS AN EXEMPT TRANSACTION UNDER SECTION 212(8) OF THE CAPITAL MARKETS AND SERVICES ACT 2007 AND IS THEREFORE NOT SUBJECT TO THE APPROVAL OF THE SC. THIS PROSPECTUS IS DATED 18 APRIL 2018