tee land ipo - preliminary prospectus (22 may 2013)

7/30/2019 TEE Land IPO - Preliminary Prospectus (22 May 2013)

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THIS IS A PRELIMINARY PROSPECTUS AND IS SUBJECT TO FURTHER AMENDMENTS AND COMPLETION IN THE FINAL PROSPECTUS TO BEREGISTERED BY THE MONETARY AUTHORITY OF SINGAPORE (THE AUTHORITY). THIS PRELIMINARY PROSPECTUS IS DATED 22 MAY 2013 ANDHAS BEEN LODGED WITH THE AUTHORITY ON 22 MAY 2013.

IMPORTANT NOTE:

Neither this Preliminary Prospectus nor any copy may be taken or transmitted into any country where the distribution or dissemination of this PreliminaryProspectus is prohibited.

This Preliminary Prospectus is being furnished to you on a confidential basis and is solely for your information and may not be reproduced, disclosed ordistributed to any other person. By accepting this Preliminary Prospectus, you agree to be bound by the limitations and restrictions described herein.

This Preliminary Prospectus does not constitute an offer or invitation to subscribe for any securities and neither this Preliminary Prospectus nor anythingcontained herein shall form the basis of any contract or commitment whatsoever. No person shall be bound to enter into any contract or binding legalcommitment and no monies or other form of consideration is to be accepted on the basis of this Preliminary Prospectus. No offer or invitation tosubscribe for any Invitation Shares to which this Preliminary Prospectus relates shall be made or received on the basis of this PreliminaryProspectus. No agreement to subscribe for any Invitation Shares to which this Preliminary Prospectus relates shall be made on the basis of thisPreliminary Prospectus. This Preliminary Prospectus does not constitute an offer or invitation in relation to any securities to which this Preliminary Prospectusrelates in any place in which, or to any person to whom, it would not be lawful to make such an offer or invitation.

The information in this Preliminary Prospectus is subject to further verification of, and updating, revision, amendments and completion in the final Prospectus.Any decision to subscribe for securities must be made solely on the basis of information contained in the final Prospectus or other offering document which maybe issued by TEE Land Limited which information may be different from the information contained in this Preliminary Prospectus.

This Preliminary Prospectus has been lodged with the Authority. The Prospectus in its final form may be registered by the Authority on any day between the 7 th

and 21st day (both days inclusive) from the date of lodgement of this Preliminary Prospectus (the Exposure Period) provided that the Prospectus in its finalform is lodged with the Authority, unless the Authority extends the Exposure Period. The purpose of the Exposure Period is to enable investors to examine thisPreliminary Prospectus prior to the raising of funds. That examination may result in the identification of deficiencies in this Preliminary Prospectus and in thosecircumstances, this Preliminary Prospectus may be amended.

As at the date of lodgement of this Preliminary Prospectus, the conversion of our Company to a public limited company remains incomplete. The conversion ofour Company to a public limited company will, however, be completed before the registration of the final Prospectus by the Authority.

Any reference in this document to the term Prospectus shall, unless the context otherwise requires, refer to this Preliminary Prospectus.

PROSPECTUS DATED [] 2013(REGISTERED BY THE MONETARY AUTHORITY OF SINGAPORE ON [] 2013)This document is important. If you are in any doubt as to the action you should take, you should consult your legal, financial, tax, or otherprofessional adviser.

We have applied to the Singapore Exchange Securities Trading Limited (the SGX-ST) for permission to deal in, and for quotation of, all the ordinary shares(the Shares) in the capital of TEE Land Limited (the Company) already issued, the Invitation Shares (as defined herein) which are the subject of thisInvitation (as defined herein), the new Shares which may be issued upon the exercise of the Over-allotment Option (as defined herein) (the Over-allotmentShares) and the new Shares which may be issued upon the vesting of the Awards granted pursuant to the TEE Land PSP (as defined herein) (the AwardShares) and/or the grant of Options (as defined herein) pursuant to the TEE Land ESOS (as defined herein) (the Option Shares). Such permission will begranted when we have been admitted to the Official List of the SGX-ST. The dealing in and quotation of our Shares will be in Singapore dollars.

Acceptance of applications will be conditional upon, inter alia, the issue of the Invitation Shares and permission being granted to deal in, and for quotation, of allof the existing issued Shares, the Invitation Shares, the Over-allotment Shares (if the Over-allotment Option is exercised), the Award Shares and the OptionShares. If the completion of the Invitation does not occur because the SGX-STs permission is not granted or for any other reason, monies paid in respect ofany application accepted will be returned to you, subject to applicable laws, at your own risk, without interest or any share of revenue or other benefit arisingtherefrom, and you will not have any claim against us, the Issue Manager, Underwriter and Lead Placement Agent (as defined herein) or the Joint PlacementAgent (as defined herein).

The SGX-ST assumes no responsibility for the correctness of any of the statements made, reports contained or opinions expressed in this Prospectus.Admission to the Official List of the SGX-ST is not to be taken as an indication of the merits of the Invitation, our Company, our Subsidiaries (as defined herein),our existing issued Shares, the Invitation Shares, the Over-allotment Shares (if the Over-allotment Option is exercised), the Award Shares or the Option Shares.

In connection with the Invitation, we have granted to the Issue Manager the Over-allotment Option exercisable in whole or in part for up to [ ] Over-allotmentShares representing not more than 20% of the Invitation Shares, within 30 days from the date of commencement of dealing of our Shares on the SGX-ST, atthe Issue Price, solely for the purpose of covering over-allotments (if any) made in connection with the Invitation. The Issue Manager may over-allot and effecttransactions which stabilize or maintain the market prices of our Shares at levels which may not otherwise prevail in the open market, subject to compliancewith all applicable laws and regulations. Such stabilization, if commenced, may be discontinued by the Issue Manager at any time at its discretion, subject tocompliance with all applicable laws and regulations. The total number of issued Shares immediately after the completion of the Invitation (and prior to theexercise of the Over-allotment Option) will be [] Shares. If the Over-allotment Option is exercised in full, the total number of issued Shares immediately afterthe completion of the Invitation will increase by [] Shares to [] Shares.

A copy of this Prospectus has been lodged with [and registered by] the Authority. The Authority assumes no responsibility for the contents of this Prospectus.Registration of this Prospectus by the Authority does not imply that the Securities and Futures Act (Chapter 289) of Singapore, or any other legal or regulatoryrequirements, have been complied with. The Authority has not, in any way, considered the merits of our existing issued Shares, the Invitation Shares, the Over-

allotment Shares (if the Over-allotment Option is exercised), the Award Shares and the Option Shares, as the case may be, being offered for investment. Wehave not lodged or registered this Prospectus in any other jurisdiction.

No Shares will be allotted on the basis of this Prospectus later than 6 months after the date of registration of this Prospectus by the Authority.

Investing in our Shares involves risks which are described in the section entitled Risk Factors of this Prospectus.

TEE LAND LIMITED(Incorporated in the Republic of Singapore)

(Company Registration Number 201230851R)

Invitation in respect of [

] Invitation Shares comprising:(a) [] Public Offer Shares at S$[] each by way of Public Offer; and(b) [] Placement Shares at S$[] each by way of Placement, comprising:

(i) [] Placement Shares; and(ii) [] Reserved Shares (as defined herein) reserved for subscription by directors and employees of

TEE International (save for Mr. Phua Chian Kin), our Directors, Employees, business associatesand those who have contributed to the success of our Group

payable in full on application (subject to the Over-allotment Option).

Issue Manager, Underwriter and Lead Placement Agent

SAC CAPITAL PRIVATE LIMITED(Incorporated in the Republic of Singapore)

(Company Registration Number 200401542N)

Joint Placement Agent

RHB BANK BERHAD, SINGAPORE BRANCH(Incorporated in Malaysia)

(Company Registration Number 6171-M)ThisisaPreliminaryP

rospectus.

TheinformationinthisPreliminaryProspectusisnotcompleteandissubjecttofurtheramendmentsandcompletioninthefinalProspectustobeissuedbytheCompanyandregisteredbytheAuthority.

Undernocircumstances

shallthisPreliminaryProspectusconstituteanoffertoselloranysolic

itationofanoffertobuy,norshalltherebeanysaleofsecuritiesinanyjurisdictiononthebasis

ofthisPreliminaryProspectus.

ThisPreliminaryProspectushasbeenlodgedwiththe

Authoritywhotakesnoresponsibilityforitscontents.

Certaininformation

(includingdatesandtimes)andstatementsinth

isPreliminaryProspectusrefertoeventswhichhavenotoccurredorbeencompleted,andmayor

maynothavebeencompletedbythe

timethefinalProspect

usisregisteredbytheAuthority,whichmayorma

ynotoccur.WemaynotselltheInvitationShares

untiltheProspectusisdeliveredinitsfinalform.A

persontowhomacopyofthisPreliminaryProsp

ectusisissuedmustnotcirculatethat

copytoanyotherpers

on.

ByacceptingthisPreliminaryProspectus,you

agreetobeboundbytherestrictionssetouthere

in.


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Page

CORPORATE INFORMATION ............................................................................................................ 5

DEFINITIONS ...................................................................................................................................... 7

GLOSSARY OF TECHNICAL TERMS ................................................................................................ 15

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS...................................... 16

SELLING RESTRICTIONS .................................................................................................................. 18

DETAILS OF THE INVITATION............................................................................................................ 19

PROSPECTUS SUMMARY ................................................................................................................ 24

OUR BUSINESS ............................................................................................................................ 24

OUR COMPETITIVE STRENGTHS................................................................................................ 24

OUR BUSINESS STRATEGIES AND FUTURE PLANS ................................................................ 24

OUR FINANCIAL HIGHLIGHTS...................................................................................................... 25

RISK FACTORS .................................................................................................................................. 26

THE INVITATION.................................................................................................................................. 39

INVITATION STATISTICS .................................................................................................................... 41

PLAN OF DISTRIBUTION .................................................................................................................. 42

MANAGEMENT AND UNDERWRITING AGREEMENT AND PLACEMENT AGREEMENT ............ 45

CLEARANCE AND SETTLEMENT .................................................................................................... 48

USE OF PROCEEDS AND LISTING EXPENSES OF THE INVITATION .......................................... 49

EXCHANGE CONTROLS .................................................................................................................... 51

DIVIDEND POLICY ............................................................................................................................ 54

SHARE CAPITAL ................................................................................................................................ 55

SHAREHOLDERS .............................................................................................................................. 58

MORATORIUM................................................................................................................................ 59

CAPITALIZATION AND INDEBTEDNESS .......................................................................................... 60

DILUTION ............................................................................................................................................ 65

VALUATION ........................................................................................................................................ 66

SELECTED COMBINED FINANCIAL INFORMATION ...................................................................... 68

TABLE OF CONTENTS

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SUMMARY OF OUR FINANCIAL INFORMATION ............................................................................ 70

MANAGEMENTS DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND

FINANCIAL POSITION ........................................................................................................................ 72

GENERAL INFORMATION ON OUR GROUP .................................................................................... 93

OUR HISTORY AND DEVELOPMENT .......................................................................................... 93

RESTRUCTURING EXERCISE ...................................................................................................... 95

OUR CORPORATE STRUCTURE.................................................................................................. 97

OUR SUBSIDIARIES AND ASSOCIATED COMPANIES .............................................................. 98

OUR BUSINESS ............................................................................................................................ 100

INTELLECTUAL PROPERTY.......................................................................................................... 106

INSURANCE .................................................................................................................................. 106

CREDIT MANAGEMENT ................................................................................................................ 107

MAJOR CUSTOMERS.................................................................................................................... 109

MAJOR SUPPLIERS ...................................................................................................................... 109

SALES AND MARKETING.............................................................................................................. 110

RESEARCH AND DEVELOPMENT................................................................................................ 110

PROPERTIES AND FIXED ASSETS.............................................................................................. 110

COMPETITION................................................................................................................................ 111

COMPETITIVE STRENGTHS ........................................................................................................ 112

GOVERNMENT REGULATIONS ........................................................................................................ 114

PROSPECTS, BUSINESS STRATEGIES AND FUTURE PLANS...................................................... 123

OUR PROSPECTS ........................................................................................................................ 123

TREND INFORMATION .................................................................................................................. 125

OUR ORDER BOOK ...................................................................................................................... 126

OUR BUSINESS STRATEGIES AND FUTURE PLANS ................................................................ 126

DIRECTORS, MANAGEMENT AND STAFF ...................................................................................... 128

MANAGEMENT REPORTING STRUCTURE ................................................................................ 128

DIRECTORS .................................................................................................................................. 129

KEY EXECUTIVES ........................................................................................................................ 133

TABLE OF CONTENTS

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PRINCIPAL DIRECTORSHIPS OF OUR DIRECTORS AND KEY EXECUTIVES ........................ 134

SERVICE AGREEMENTS .............................................................................................................. 138

DIRECTORS AND KEY EXECUTIVES REMUNERATION............................................................ 141

EMPLOYEES .................................................................................................................................. 141

MATERIAL BACKGROUND INFORMATION ON OUR DIRECTORS, KEY EXECUTIVESAND CONTROLLING SHAREHOLDER ........................................................................................ 142

TEE LAND PERFORMANCE SHARE PLAN AND TEE LAND EMPLOYEE SHARE OPTIONSCHEME .............................................................................................................................................. 143

INTERESTED PERSON TRANSACTIONS AND POTENTIAL CONFLICT OF INTERESTS ............ 148

INTERESTED PERSON TRANSACTIONS AND POTENTIAL CONFLICT OF INTERESTS ........ 148

PAST INTERESTED PERSON TRANSACTIONS .......................................................................... 148

PRESENT AND ON-GOING INTERESTED PERSON TRANSACTIONS...................................... 152

OTHER TRANSACTIONS .............................................................................................................. 157

REVIEW PROCEDURES FOR FUTURE INTERESTED PERSON TRANSACTIONS .................. 160

POTENTIAL CONFLICT OF INTERESTS ...................................................................................... 162

CORPORATE GOVERNANCE ............................................................................................................ 168

GENERAL AND STATUTORY INFORMATION .................................................................................. 173

APPENDIX A INDEPENDENT AUDITORS REPORT ON THE COMBINED FINANCIALSTATEMENTS FOR THE YEARS ENDED 31 MAY 2012, 2011 AND 2010 ............ A-1

APPENDIX B INDEPENDENT AUDITORS REPORT ON THE COMBINED INTERIMCONDENSED FINANCIAL STATEMENTS FOR THE SIX MONTHS PERIODENDED 30 NOVEMBER 2012.................................................................................. B-1

APPENDIX C INDEPENDENT AUDITORS REPORT ON THE UNAUDITED PROFORMA

GROUP FINANCIAL INFORMATION FOR THE YEAR ENDED 31 MAY 2012AND FOR THE SIX MONTHS PERIOD ENDED 30 NOVEMBER 2012.................. C-1

APPENDIX D SUMMARY OF MEMORANDUM AND ARTICLES OF ASSOCIATION OF OURCOMPANY ................................................................................................................ D-1

APPENDIX E DESCRIPTION OF OUR SHARES .......................................................................... E-1

APPENDIX F TERMS, CONDITIONS AND PROCEDURES FOR APPLICATION ANDACCEPTANCE.......................................................................................................... F-1

APPENDIX G TAXATION ................................................................................................................ G-1

TABLE OF CONTENTS

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APPENDIX H : RULES OF THE TEE LAND PERFORMANCE SHARE PLAN .............................. H-1

APPENDIX I : RULES OF THE TEE LAND EMPLOYEE SHARE OPTION SCHEME .................. I-1

APPENDIX J : VALUATION REPORTS .......................................................................................... J-1

TABLE OF CONTENTS

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BOARD OF DIRECTORS : Er. Dr. Lee Bee WahNon-Executive Chairman and Independent Director

Mr. Phua Cher ChewExecutive Director and CEO

Mr. Boon Choon KiatExecutive Director and Finance Director

Ms. Saw Chin ChooNon-Executive Director

Dato Paduka Timothy Ong Teck MongNon-Executive Director

Dr. Tan Khee GiapIndependent Director

Mr. Chin Sek PengIndependent Director

Mr. Lim Teck Chai, DannyIndependent Director

COMPANY REGISTRATION NUMBER : 201230851R

COMPANY SECRETARIES : Hazel Chia Luang Chew, FCISJuliana Tan Beng Hwee, ACIS

REGISTERED OFFICE AND : Blk 2024 Bukit Batok Street 23PRINCIPAL PLACE OF BUSINESS #03-26

Singapore 659529

ISSUE MANAGER, UNDERWRITER, : SAC Capital Private LimitedLEAD PLACEMENT AGENT AND 1 Robinson RoadSTABILIZING MANAGER #21-02 AIA Tower

Singapore 048542

JOINT PLACEMENT AGENT : RHB Bank Berhad, Singapore Branch90 Cecil Street#03-00 RHB BANK BuildingSingapore 069531

INDEPENDENT AUDITORS AND : Deloitte & Touche LLP

REPORTING ACCOUNTANTS 6 Shenton Way Tower 2#32-00Singapore 068809(Partner-in-charge: Loi Chee KeongCertified Public Accountant)

LEGAL ADVISER TO THE COMPANY : Shook Lin & Bok LLPAS TO THE LAW IN SINGAPORE 1 Robinson Road

#18-00 AIA TowerSingapore 048542

LEGAL ADVISER TO THE ISSUE : Stamford Law CorporationMANAGER, UNDERWRITER, 10 Collyer Quay #27-00

LEAD PLACEMENT AGENT AND Ocean Financial CentreSTABILIZING MANAGER AND Singapore 049315THE JOINT PLACEMENT AGENTAS TO SINGAPORE LAW

CORPORATE INFORMATION

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LEGAL ADVISER TO THE COMPANY : Zaid Ibrahim & CoAS TO THE LAW IN MALAYSIA Level 19, Menara Milenium

Jalan DamanlelaPusat Bandar DamansaraKuala Lumpur 50490, Malaysia

LEGAL ADVISER TO THE COMPANY : South Asia Law Co., Ltd.AS TO THE LAW IN THAILAND 5th Floor, Zuellig House

1 - 7 Silom RoadSilom BangrakBangkok 10500Thailand

LEGAL ADVISER TO THE COMPANY : KhattarWong Vietnam LimitedAS TO THE LAW IN VIETNAM Saigon Trade Centre, #20-01

37 Ton Duc Thang Street, District 1Ho Chi Minh City, Vietnam

SHARE REGISTRAR AND SHARE : B.A.C.S. Private LimitedTRANSFER AGENT 63 Cantonment Road

Singapore 089758

INDEPENDENT VALUERS : Chesterton Suntec International Pte Ltd9 Temasek Boulevard #06-01Suntec Tower TwoSingapore 038989

Colliers International Consultancy & Valuation (Singapore)Pte Ltd1 Raffles Place #45-00

One Raffles PlaceSingapore 048616

DTZ Debenham Tie Leung (Vietnam) Co. LtdR.2706-7 Saigon Trade Centre37 Ton Duc Thang StreetDistrict 1, HCMCVietnam

RECEIVING BANKER : RHB Bank Berhad, Singapore Branch90 Cecil Street#03-00 RHB BANK Building

Singapore 069531

PRINCIPAL BANKERS/FINANCIAL : United Overseas Bank LimitedINSTITUTIONS 80 Raffles Place

UOB Plaza 1Singapore 048624

Oversea-Chinese Banking Corporation Limited65 Chulia StreetOCBC CentreSingapore 049513

Hong Leong Finance Limited

16 Raffles Quay#01-05 Hong Leong BuildingSingapore 048581

CORPORATE INFORMATION

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In this Prospectus and the accompanying Application Forms and, in relation to Electronic Applications,the instructions appearing on the screens of the ATMs of Participating Banks and the internet bankingwebsites of the relevant Participating Banks, unless the context otherwise requires, the followingdefinitions apply throughout where the context so admits:

Companies within our GroupCompany or TEE Land : TEE Land Limited

Chewathai : Chewathai Ltd.

Chewathai Hup Soon : Chewathai Hup Soon Ltd.

Development 16 : Development 16 Pte. Ltd.

Development 26 : Development 26 Pte. Ltd. (formerly known as KSH PropertyManagement Pte. Ltd.)

Development 32 : Development 32 Pte. Ltd. (formerly known as TEE ResidencePte. Ltd.)

Development 72 : Development 72 Pte. Ltd.

Development 83 : Development 83 Pte. Ltd. (formerly known as Development28 Pte. Ltd.)

KSH (China) Venture : KSH (China) Venture Pte. Ltd.

Residenza : Residenza Pte. Ltd.

TEE Development : TEE Development Pte. Ltd.

TEE Homes : TEE Homes Pte. Ltd.

TEE Hospitality : TEE Hospitality Pte. Ltd. (formerly known as BB ConsortiumPte. Ltd.)

TEE Industrial : TEE Industrial Pte. Ltd.

TEE Property : TEE Property Pte. Ltd.

TEE Realty : TEE Realty Pte. Ltd.

TEE Resources : TEE Resources Sdn Bhd

TEE Oceania : TEE Oceania Pte Limited

Unique Capital : Unique Capital Pte. Ltd.

Unique Commercial : Unique Commercial Pte. Ltd. (formerly known as KSHProperty Premier Pte. Ltd.)

Unique Consortium : Unique Consortium Pte. Ltd.

Unique Development : Unique Development Pte. Ltd. (formerly known as Heeton

Commercial Pte. Ltd.)

Unique Realty : Unique Realty Pte. Ltd.

DEFINITIONS

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Unique Wellness : Unique Wellness Pte. Ltd.

Viet-TEE : Viet-TEE Company Limited

Wealth Development : Wealth Development Pte. Ltd.

Other Corporations and Organisations

BCA : Building and Construction Authority of Singapore

CDP : The Central Depository (Pte) Limited

CPF : The Central Provident Fund

IRAS : Inland Revenue Authority of Singapore

Issue Manager or Underwriter or : SAC Capital Private LimitedLead Placement Agent or

Stabilizing Manager or SAC Capital

Joint Placement Agent : RHB Bank Berhad, Singapore Branch

MAS or Authority : The Monetary Authority of Singapore

MHA : Ministry of Home Affairs of Singapore

MOM : Ministry of Manpower of Singapore

NEA : National Environment Agency of Singapore

Participating Banks : DBS Bank Ltd (including POSB) (DBS Bank), Oversea-Chinese Banking Corporation (OCBC) and UnitedOverseas Bank Limited and its subsidiary, Far Eastern BankLimited (collectively, the UOB Group), and ParticipatingBank means any of the abovementioned entities

SCCS : Securities Clearing and Computer Services (Pte) Ltd

SGX-ST : Singapore Exchange Securities Trading Limited

TEE International : TEE International Limited, our Controlling Shareholder

URA : Urban Redevelopment Authority

General

Articles of Association or Articles : The articles of association of our Company

Application Forms : The official printed application forms to be used for thepurpose of the Invitation, which form part of this Prospectus

Application List : The list of applications to subscribe for the Invitation Shares

Associates : (a) in relation to any director, chief executive off icer,substantial shareholder or controlling shareholder(being an individual) means:

(i) his immediate family;

DEFINITIONS

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(ii) the trustees of any trust of which he or hisimmediate family is a beneficiary or, in the caseof a discretionary trust, is a discretionary object;or

(iii) any company in which he and his immediatefamily together (directly or indirectly) have aninterest of 30.0% or more of the aggregate ofthe nominal amount of all the voting shares; or

(b) in relation to a substantial shareholder or a controllingshareholder (being a company) means any othercompany which is its subsidiary or holding company oris a subsidiary of such holding company or one in theequity of which it and/or such other company orcompanies taken together (directly or indirectly) havean interest of 30.0% or more

ATM : Automated teller machine

Audit Committee : The audit committee of our Company

Award : A contingent award of Shares granted pursuant to the rulesof the TEE Land PSP, details of which may be found in thesection entitled TEE Land Performance Share Plan and TEELand Employee Share Option Scheme of this Prospectus

Award Shares : The Shares which may be issued upon the vesting of theAwards pursuant to the TEE Land PSP

Board : The board of Directors of our Company

CEO : Chief executive officer

COO : Chief operating officer

Controlling Shareholder : A person who has an interest, directly or indirectly, in 15.0%or more of the total number of issued shares (excludingtreasury shares) in our Company, or in fact exercises controlover our Company

Companies Act : The Companies Act, Chapter 50, of Singapore, as amended,

supplemented or modified from time to time

Directors : The directors of our Company as at the date of thisProspectus

Electronic Applications : Applications for the Public Offer Shares made through anATM or the IB website of one of the relevant ParticipatingBanks or the mobile banking interface of DBS Bank, subjectto and on the terms and conditions of this Prospectus

Employees : The employees of our Group, not including our Directors

EPS : Earnings per Share

Executive Directors : The executive directors of our Company as at the date of thisProspectus

DEFINITIONS

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FY : Financial year ended or, as the case may be, ending 31 May

Group : Our Company and our Subsidiaries and AssociatedCompanies

GST : Goods and Services Tax

Hong Kong : Hong Kong Special Administrative Region of the PeoplesRepublic of China

HY2012 : The six months period ended 30 November 2011

HY2013 : The six months period ended 30 November 2012

IB : Internet banking

IB website : An IB website of a Participating Bank

Independent Directors : The independent non-executive directors of our Company asat the date of this Prospectus

Invitation : Our invitation to the public in Singapore to subscribe for theInvitation Shares at the Issue Price, subject to and on theterms and conditions of this Prospectus

Invitation Shares : The [] new Shares for which our Company invitesapplications to subscribe for pursuant to the Invitation,subject to and on the terms and conditions of thisProspectus

Issue Price : S$[] for each Invitation Share

Key Executives : The key executives of our Company as at the date of thisProspectus

Latest Practicable Date : 13 May 2013, being the latest practicable date prior to thelodgement of this Prospectus with the Authority

Listing Date : The date on which our Shares commence trading on theSGX-ST

Listing Manual : The Listing Manual of the SGX-ST, as amended,

supplemented, or modified from time to time

Malaysia : The Federation of Malaysia

Management and Underwriting : The management and underwriting agreement dated []Agreement 2013 entered into between our Company and the Issue

Manager and Underwriter

Market Day : A day on which the SGX-ST is open for trading in securities

MRT : The Singapore mass rapid transit railway transport system

NAV : Net asset value

Nominating Committee : The nominating committee of our Company

DEFINITIONS

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NTA : Net tangible assets

Options : The options which may be granted pursuant to the TEE LandESOS, details of which may be found in the section entitledTEE Land Performance Share Plan and TEE Land

Employee Share Option Scheme of this Prospectus

Option Shares : The new Shares which may be allotted and issued upon theexercise of the Options pursuant to the TEE Land ESOS

Over-allotment Option : The option granted to the Stabilizing Manager, exercisable inwhole or in part for the Over-allotment Shares, representingnot more than 20% of the Invitation Shares, within 30 daysfrom the date of commencement of dealing of our Shares onthe SGX-ST, at the Issue Price, solely for the purpose ofcovering over-allotments (if any) made in connection with theInvitation (please refer to the section entitled Plan ofDistribution Over-allotment and Stabilization of thisProspectus for more information). Unless indicatedotherwise, all information in this Prospectus assumes thatthe Stabilizing Manager does not exercise the Over-allotmentOption

Over-allotment Shares : Up to [] new Shares (representing 20% of the InvitationShares) which may be issued upon the exercise of the Over-allotment Option

Period Under Review : FY2010, FY2011, FY2012 and HY2013

Placement : The placement of the Placement Shares at the Issue Price

by the Lead Placement Agent and the Joint PlacementAgent on behalf of our Company, subject to and on theterms and conditions of this Prospectus

Placement Agreement : The placement agreement dated [] 2013 entered intobetween our Company, the Lead Placement Agent and theJoint Placement Agent

Placement Shares : The [] Invitation Shares (including the [] ReservedShares) which are the subject of the Placement

Pre-IPO Investors : Koh Wee Meng, Tommie Goh Thiam Poh and Jeremy Lee

Sheng Poh

Prospectus : This Prospectus dated [] 2013 issued by our Company inrespect of the Invitation

Public Offer : The offer by our Company to the public in Singapore forsubscription for the Public Offer Shares at the Issue Price,subject to and on the terms and conditions of thisProspectus

Public Offer Shares : The [] Invitation Shares which are the subject of the PublicOffer

DEFINITIONS

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Purchase Consideration : The total consideration paid by our Company to TEEInternational for the acquisition of our Subsidiaries,amounting to approximately S$16.0 million. Please refer tothe section entitled General Information on our Group Restructuring Exercise of this Prospectus for further details

Remuneration Committee : The remuneration committee of our Company

Reserved Shares : The [] Placement Shares reserved for subscription bydirectors and employees of TEE International (save for Mr.Phua Chian Kin), our Directors, Employees, businessassociates and those who have contributed to the success ofour Group

Restructuring Agreement : The restructuring agreement dated 22 February 2013entered into between our Company and TEE International inconnection with the acquisition of our Subsidiaries

Restructuring Exercise : The restructuring exercise implemented in connection withthe Invitation, as described in the section entitled GeneralInformation on our Group Restructuring Exercise of thisProspectus

Securities Account : The securities account maintained by a depositor with CDP,excluding a securities sub-account

Securities and Futures Act or SFA : Securities and Futures Act, Chapter 289, of Singapore, asamended, supplemented or modified from time to time

Service Agreements : The service agreements entered into between our Company

and our Executive Directors as described in the sectionentitled Directors, Management and Staff ServiceAgreements of this Prospectus

SFR : Securities and Futures (Offer of Investments) (Shares andDebentures) Regulations 2005, as amended, supplementedor modified from time to time

SFRS : Singapore Financial Reporting Standards

Shareholders : Registered holders of Shares, except where the registeredholder is CDP, the term Shareholders shall, in relation to

such Shares mean the depositors whose SecuritiesAccounts are credited with Shares

Share Lending Agreement : The share lending agreement dated [] 2013 entered intobetween TEE International and the Stabilizing Manager inconnection with the Over-allotment Option

Shares : The ordinary shares in the capital of our Company

Share Split : The sub-division of every ordinary share in the capital of ourCompany into 4 ordinary shares as described in the sectionentitled Share Capital of this Prospectus

DEFINITIONS

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Subscription Agreement : The subscription agreement dated 22 February 2013entered into between our Company, TEE International andthe Pre-IPO Investors, where the Pre-IPO Investorscollectively subscribed for 4,000,000 Shares in our Company

TEE Land Employee Share Option : The share option scheme of our Company known as theScheme or TEE Land ESOS TEE Land ESOS which was approved on 8 May 2013

TEE Land Performance Share Plan : The share award scheme of our Company known as theor TEE Land PSP TEE Land PSP which was approved on 8 May 2013

Thailand : The Kingdom of Thailand

USA : United States of America

Valuers : Collectively, Chesterton Suntec International Pte Ltd, ColliersInternational Consultancy & Valuation (Singapore) Pte Ltdand DTZ Debenham Tie Leung (Vietnam) Co. Ltd

Valuation Reports : The independent valuers reports dated 5 February 2013issued by the Valuers as set out in Appendix J of thisProspectus

Vietnam : The Socialist Republic of Vietnam

Currencies, Units and Others

Baht, Thai Baht or THB : Thai baht, the lawful currency of Thailand

EUR : Euro, the lawful currency of the European Union

GBP : Pound sterling, the lawful currency of the United Kingdom ofGreat Britain and Northern Ireland

Rai : Thai unit of measurement for land area, being a unit of areaequal to 1,600 sq. m.

Ringgit or RM : Malaysia Ringgit, the lawful currency of Malaysia

SGD or S$ and cents : Singapore dollars and cents, respectively

sq. ft. : Square feet

sq. m. : Square metre

USD or US$ : United States dollar, the lawful currency of the USA

VND : Vietnamese dong, the lawful currency of Vietnam

% or per cent : Percentage

The expressions Associated Company, Associated Entity, Related Corporation, Related Entity,Entity At Risk, Interested Person, Interested Person Transaction and Subsidiary shall have themeanings ascribed to the terms associated company, associated entity, related corporation, relatedentity, entity at risk, interested person, interested person transaction and subsidiary respectively in

the Fourth Schedule of the SFR, the Companies Act and/or the Listing Manual.

DEFINITIONS

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The expressions our, ourselves, us, we or our Group or other grammatical variations thereof shall,unless otherwise stated, refer to our Company and our subsidiaries and subsidiary entities taken as awhole.

The terms depositor, depository agent and depository register shall have the same meanings

ascribed to them respectively in Section 130A of the Companies Act.

Words importing the singular shall, where applicable, include the plural and vice versa and wordsimporting the masculine gender shall, where applicable, include the feminine and neuter genders andvice versa. References to persons shall include corporations.

Any discrepancies in tables, graphs and/or charts included herein between the amounts listed and thetotals thereof are due to rounding. Accordingly, figures shown as totals in certain tables may not be anarithmetic aggregation of the figures which precede them. All figures and percentages disclosed in thisProspectus are rounded off.

Any reference in this Prospectus, the Application Forms and Electronic Applications to any statute orenactment is a reference to that statute or enactment for the time being as amended, supplemented ormodified from time to time. Any word defined in the Companies Act, the Securities and Futures Act, or theListing Manual and used in this Prospectus, the Application Forms and Electronic Applications shall,where applicable, have the meaning ascribed to it under the Companies Act, the Securities and FuturesAct, or the Listing Manual, as the case may be.

Any reference in this Prospectus, the Application Forms and Electronic Applications to our Shares beingallotted to an applicant includes allotment to CDP for the account of that applicant.

Any reference to a time and date in this Prospectus, the Application Forms and Electronic Applicationsshall be a reference to Singapore time and date unless otherwise stated.

Any information on our website or any website directly or indirectly linked to such website does not form

part of this Prospectus and should not be relied on.

Unless indicated otherwise, all information in this Prospectus assumes that the Stabilizing Manager doesnot exercise the Over-allotment Option, and does not take into account any changes in shareholding thatmay arise as a result of any Shares lent or re-delivered pursuant to the Share Lending Agreementdescribed in the section entitled Plan of Distribution Over-allotment and Stabilization of thisProspectus.

DEFINITIONS

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To facilitate a better understanding of the business of our Group, the following glossary containsexplanations of certain technical terms and abbreviations used in this Prospectus in connection with ourGroup and our business. The terms and abbreviations and the assigned meanings may not correspond tostandard industry meanings or usage of these terms.

CSC : Certificate of Statutory Completion, a certificate that is issued by the Commissioner ofBuilding Control in respect to a building project when the building works are completed.

freehold : An estate in land or other real property for an indefinite or indeterminate duration and isalso known as an estate in fee simple.

POC : Percentage of completion.

TOP : Temporary Occupation Permit, a temporary permit issued by the Commissioner ofBuilding Control that allows the owner to occupy the building or part thereof, providedthat the pre-requisites for TOP can be complied with. A building may only be occupiedupon the issuance of a TOP or CSC.

GLOSSARY OF TECHNICAL TERMS

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All statements contained in this Prospectus, statements made in press releases and oral statements thatmay be made by us or our Directors, Key Executives or employees acting on our behalf, that are notstatements of historical fact, constitute forward-looking statements. You can identify some of thesestatements by forward-looking terms such as anticipate, believe, could, estimate, expect, intend,may, plan, will and would or similar words. However, you should note that these words are not the

exclusive means of identifying forward-looking statements. All statements regarding our expected financialposition, business strategies, plans and prospects are forward-looking statements.

These forward-looking statements, including, without limitation, statements as to:

(a) our revenue and profitability;

(b) our planned expansion;

(c) any expected growth;

(d) other expected industry trends;

(e) anticipated commencement and completion of proposed plans; and

(f) other matters discussed in this Prospectus regarding matters that are not historical facts,

are only predictions.

These forward-looking statements involve known and unknown risks, uncertainties and other factors thatmay cause our actual results, performance or achievements to be materially different from any futureresults, performance or achievements expressed or implied by such forward-looking statements. Theserisks, uncertainties and other important factors include, amongst others, the following:

(a) changes in political, social and economic conditions and the regulatory environment in the places

in which we conduct our business;

(b) our anticipated growth strategies and expected internal growth;

(c) changes in competitive conditions and our ability to compete under these conditions;

(d) changes in customer preferences;

(e) changes in currency exchange rates;

(f) changes in our future capital needs and the availability of financing and capital to fund theseneeds;

(g) other factors beyond our control; and

(h) other factors described in the section entitled Risk Factors of this Prospectus.

These factors are discussed in more detail in this Prospectus, in particular, but not limited to, thediscussions under the sections entitled Risk Factors, Managements Discussion and Analysis of Resultsof Operations and Financial Position and Prospects, Business Strategies and Future Plans of thisProspectus.

All forward-looking statements made by or attributable to us, or persons acting on our behalf, contained inthis Prospectus are expressly qualified in their entirety by such factors. Given the risks and uncertaintiesthat may cause our actual future results, performance or achievements to be materially different from that

expected, expressed or implied by the forward-looking statements in this Prospectus, we advise you not

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

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to place undue reliance on those statements. Our Company, the Issue Manager, Underwriter and LeadPlacement Agent, the Joint Placement Agent and our advisers or any other person are not representingor warranting to you that our actual future results, performance or achievements will be as discussed inthose statements. Further, our Company, the Issue Manager, Underwriter and Lead Placement Agent andthe Joint Placement Agent disclaim any responsibility to update any forward-looking statements or

publicly announce any revisions to forward-looking statements to reflect future developments, events orcircumstances for any reason, even if new information becomes available or other events occur in thefuture.

We are, however, subject to the provisions of the Securities and Futures Act and the Listing Manualregarding disclosure. In particular, pursuant to section 241 of the Securities and Futures Act, if, after theProspectus is registered but before the close of the Invitation, our Company becomes aware of (a) a falseor misleading statement or matter in the Prospectus; (b) an omission from the Prospectus of anyinformation that should have been included in it under section 243 of the Securities and Futures Act; or(c) a new circumstance that has arisen since the Prospectus was lodged with the Authority and wouldhave been required by section 243 of the Securities and Futures Act to be included in the Prospectus, if ithad arisen before the Prospectus was lodged and that is materially adverse from the point of view of aninvestor, we may lodge a supplementary or replacement prospectus with the Authority pursuant to section241 of the Securities and Futures Act.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

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This Prospectus does not constitute an offer, solicitation or invitation to subscribe for the Invitation Sharesin any jurisdiction in which such offer, solicitation or invitation is unlawful or is not authorized or to anyperson to whom it is unlawful to make such an offer, solicitation or invitation. No action has been or willbe taken under the requirements of the legislation or regulations of, or of the legal or regulatoryauthorities of, any jurisdiction, except for the lodgement and/or registration of this Prospectus in

Singapore in order to permit an offering of the Invitation Shares and the distribution of this Prospectus inSingapore.

The distribution of this Prospectus and the offering of the Invitation Shares in certain jurisdictions may berestricted by the relevant laws in such jurisdictions. Persons who may come into possession of thisProspectus are required by our Company, the Issue Manager, Underwriter and Lead Placement Agentand the Joint Placement Agent to inform themselves about, and to observe and comply with, any suchrestrictions at their own expense and without liability to our Company, the Issue Manager, Underwriterand Lead Placement Agent and the Joint Placement Agent. Persons to whom a copy of this Prospectushas been issued shall not circulate to any other person, reproduce or otherwise distribute this Prospectusor any information herein for any purpose whatsoever nor permit or cause the same to occur.

Hong Kong

This Prospectus does not constitute an offer to the public in Hong Kong to subscribe for our Shares. Nosteps have been taken to register this Prospectus with the Registrar of Companies in Hong Kong, andaccordingly, except as mentioned below, no copy of this Prospectus may be issued, circulated ordistributed in Hong Kong. Save as mentioned in the next paragraph, this document may not be issued inHong Kong other than to a person who is a professional investor as defined in the Securities andFutures Ordinance (Cap. 571 of the Laws of Hong Kong) (SFO) and any rules made under the SFO,whether as principal or agent. A copy of this document may, however, be issued by the Lead PlacementAgent and/or the Joint Placement Agent, or their respective designated sub-placement agents to a limitednumber of prospective applicants for the Placement Shares in Hong Kong in a manner which does notconstitute an offer of the Placement Shares to the public in Hong Kong within the meaning of theCompanies Ordinance (Cap. 32 of the Laws of Hong Kong) or an issue, circulation or distribution in HongKong of a prospectus for the purposes of the Companies Ordinance (Cap. 32 of the Laws of Hong Kong).The offer of the Placement Shares is personal to the person named in the accompanying ApplicationForm, and application for the Placement Shares will only be accepted from such person. An applicationfor the Placement Shares is not invited from any persons in Hong Kong other than a person to whom acopy of this Prospectus has been issued by the Lead Placement Agent and/or the Joint Placement Agentor their designated sub-placement agents, and if made, will not be accepted, unless the applicantsatisfies the Lead Placement Agent and/or the Joint Placement Agent or its respective designated sub-placement agents that such applicant is a professional investor as defined in the SFO and any rulesmade under the SFO, whether as principal or agent.

No person to whom a copy of this Prospectus is issued may issue, circulate or distribute this Prospectusin Hong Kong or make or give a copy of this Prospectus to any other person, other than their legal,financial, tax or other appropriate advisers who are subject to a duty of confidentiality to such person.

SELLING RESTRICTIONS

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Listing on the SGX-ST

We have applied to the SGX-ST for permission to deal in, and for quotation of, all our existing issuedShares, the Invitation Shares, the Over-allotment Shares (if the Over-allotment Option is exercised), theAward Shares and the Option Shares on the Official List of the SGX-ST. Such permission will be grantedwhen we have been admitted to the Official List of the SGX-ST. Acceptance of applications will be

conditional upon, inter alia, the SGX-ST granting permission to deal in, and for quotation of, all ourexisting issued Shares, the Invitation Shares, the Over-allotment Shares (if the Over-allotment Option isexercised), the Award Shares and the Option Shares.

If the said permission from the SGX-ST is not granted, monies paid in respect of any applicationaccepted will be returned to you at your own risk, without interest or any share of revenue or other benefitarising therefrom and you will not have any claim against our Company, the Issue Manager, Underwriterand Lead Placement Agent and/or the Joint Placement Agent.

In connection with the Invitation, our Company has granted SAC Capital an Over-allotment Option to

subscribe for up to an aggregate of [] Over-allotment Shares (which in aggregate represents no morethan 20% of the Invitation Shares) at the Issue Price exercisable in full or in part within 30 days from the

Listing Date solely for the purpose of covering over-allotments (if any) made in connection with theoffering. SAC Capital may, in its discretion but subject to compliance with applicable laws and regulationsin Singapore, over-allot or effect transactions which stabilize or maintain the market price of our Shares.Such stabilization activities, if commenced, may be discontinued by SAC Capital at any time at SACCapitals discretion in accordance with the laws of Singapore and shall not be effected after the earlier of(a) the date falling 30 days from the Listing Date; or (b) the date when the over-allotment of Shares whichare subject to the Over-allotment Option has been fully covered (either through the purchase of ourShares on the SGX-ST or the exercise of the Over-allotment Option by SAC Capital, or through both).

Under Section 242 of the Securities and Futures Act, the Authority may, in certain circumstances issue astop order (the Stop Order) to our Company, directing that no Invitation Shares, or no further Shares towhich this Prospectus relates, be allotted or issued. Such circumstances will include a situation wherethis Prospectus (i) contains a statement or matter which, in the opinion of the Authority, is false ormisleading; (ii) omits any information that should be included in accordance with Section 243 of theSecurities and Futures Act; or (iii) does not, in the opinion of the Authority, comply with the requirementsof the Securities and Futures Act. A Stop Order may also be issued if the Authority is of the opinion that itis in the public interest to do so.

In the event that the Authority issues a Stop Order and applications to subscribe for the Invitation Sharesto which this Prospectus relates have been made prior to the Stop Order, then:

(a) where the Invitation Shares have not been issued to you, your applications shall be deemed tohave been withdrawn and cancelled and our Company shall, within 14 days from the date of theStop Order, return to you all monies you have paid on account of your applications for the InvitationShares; or

(b) where the Invitation Shares have been issued to you, the issue of our Invitation Shares shall bedeemed to be void and our Company shall, within 14 days from the date of the Stop Order, returnto you all monies paid by you for the Invitation Shares.

The SGX-ST assumes no responsibility for the correctness of any of the statements made, reportscontained or opinions expressed in this Prospectus. Admission to the Official List of the SGX-ST is not tobe taken as an indication of the merits of the Invitation, our Company, our Subsidiaries, our existingissued Shares, the Invitation Shares, the Over-allotment Shares (if the Overallotment Option isexercised), the Award Shares and the Option Shares.

DETAILS OF THE INVITATION

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A copy of this Prospectus together with copies of the Application Forms have been lodged with andregistered by the Authority. The Authority assumes no responsibility for the contents of this Prospectus.Registration of this Prospectus by the Authority does not imply that the Securities and Futures Act, or anyother legal or regulatory requirements, have been complied with. The Authority has not, in any way,considered the merits of our existing issued Shares, the Invitation Shares, the Over-allotment Shares (if

the Over-allotment Option is exercised), the Award Shares and the Option Shares, as the case may be,being offered or in respect of which the Invitation is made, for investment. We have not lodged orregistered this Prospectus in any other jurisdiction. No Shares shall be allotted on the basis of thisProspectus later than 6 months after the date of registration of this Prospectus by the Authority.

This Prospectus has been reviewed and approved by our Directors and they collectively and individuallyaccept full responsibility for the truth and accuracy of the information given in this Prospectus andconfirm, having made all reasonable enquiries, that to the best of their knowledge and belief, thisProspectus constitutes full and true disclosure of all material facts about the Invitation and our Group, andour Directors are not aware of any facts the omission of which would make any statement in thisProspectus misleading. Where information in this Prospectus has been extracted from published orotherwise publicly available sources or obtained from a named source, the sole responsibility of Directorshas been to ensure that such information has been accurately and correctly extracted from those sourcesand/or reproduced in this Prospectus in its proper form and context. The Invitation Shares are offered forsubscription solely on the basis of the Invitation contained and the representation made in thisProspectus.

Neither our Company, the Issue Manager, Underwriter and Lead Placement Agent and the JointPlacement Agent, the experts nor any other parties involved in the Invitation is making any representationto any person regarding the legality of an investment in our Shares by such person under any investmentor other laws or regulations. No information in this Prospectus should be considered as being business,legal or tax advice. You should consult your own professional or other advisers for business, legal or taxadvice regarding an investment in our Shares. No person has been or is authorized to give anyinformation or to make any representation not contained in this Prospectus in connection with theInvitation and, if given or made, such information or representation must not be relied upon as having

been authorized by our Company, the Issue Manager, Underwriter and Lead Placement Agent and theJoint Placement Agent.

Neither the delivery of this Prospectus and the Application Forms nor any document relating to theInvitation shall, under any circumstances, constitute a continuing representation or create any suggestionor implication that there has been no change in our affairs or in the statements of fact or informationcontained in this Prospectus since the date of this Prospectus. Where such changes occur and arematerial or are required to be disclosed by law, we will promptly make an announcement of the same tothe SGX-ST and to the public and, if required, lodge a supplementary or replacement prospectus with theAuthority and make an announcement of the same to the SGX-ST and to the public and will comply withthe requirements of the Securities and Futures Act and/or any requirements of the SGX-ST and/or theAuthority. You should take note of any such announcement and, upon release of such an announcement,

shall be deemed to have been given notice of such changes. Save as expressly stated in this Prospectus,nothing herein is, or may be relied upon as, a promise or representation as to the future performance orpolicies of our Company or our Subsidiaries.

In the event that a supplementary or replacement prospectus is lodged with the Authority, the Invitationshall be kept open for at least 14 days after the lodgement of such supplementary or replacementprospectus.

We are subject to the provisions of the Securities and Futures Act and the Listing Manual regardingcorporate disclosure. In particular, if, after this Prospectus is registered but before the close of theInvitation, we become aware of:

(a) a false or misleading statement in this Prospectus;

(b) an omission from this Prospectus of any information that should have been included in it underSection 243 of the Securities and Futures Act; or


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(c) a new circumstance that has arisen since the Prospectus was lodged with the Authority whichwould have been required by Section 243 of the Securities and Futures Act to be included in thisProspectus if it had arisen before this Prospectus was lodged,

that is materially adverse from the point of view of an investor, we may lodge a supplementary or

replacement prospectus with the Authority pursuant to Section 241 of the Securities and Futures Act.

Where prior to the lodgement of the supplementary or replacement prospectus, applications have beenmade under this Prospectus to subscribe for the Invitation Shares and:

(a) where the Invitation Shares have not been issued to you, our Company shall either:

(i) (aa) within two (2) days (excluding any Saturday, Sunday or public holiday) from the date oflodgement of the supplementary or replacement prospectus, give you notice in writing ofhow to obtain, or arrange to receive a copy of the supplementary or replacement prospectus,as the case may be, and to provide you with an option to withdraw your application; and (bb)take all reasonable steps to make available within a reasonable period the supplementary orreplacement prospectus, as the case may be, to you, where you have indicated that youwish to obtain, or have arranged to receive, a copy of the supplementary of replacementprospectus; or

(ii) within seven (7) days from the date of lodgement of the supplementary or replacementprospectus, give you the supplementary or replacement prospectus, as the case may be,and provide you with an option to withdraw your application; or

(iii) treat the applications as withdrawn and cancelled, in which case your application shall bedeemed to have been withdrawn and cancelled, and our Company shall within seven (7)days from the date of lodgement of the supplementary or replacement prospectus, return allmonies paid in respect of any application to you at your own risk, without interest or anyshare of revenue or other benefit arising therefrom; or

(b) where the Invitation Shares have been issued to you, our Company shall either:

(i) (aa) within two (2) days (excluding any Saturday, Sunday or public holiday) from the date oflodgement of the supplementary or replacement prospectus, give you notice in writing ofhow to obtain, or arrange to receive a copy of the supplementary or replacement prospectus,as the case may be, and to provide you with an option to return to our Company, theInvitation Shares which you do not wish to retain title in; and (bb) take all reasonable steps tomake available within a reasonable period the supplementary or replacement prospectus, asthe case may be, to you, where you have indicated that you wish to obtain, or have arrangedto receive, a copy of the supplementary or replacement prospectus; or

(ii) within seven (7) days from the date of lodgement of the supplementary or replacementprospectus, give you the supplementary or replacement prospectus, as the case may be,and provide you with an option to return to our Company the Invitation Shares, which you donot wish to retain title in; or

(iii) treat the issue of the Invitation Shares as void, in which case the issue shall be deemed voidand our Company shall within seven (7) days from the date of lodgement of thesupplementary or replacement prospectus, return all monies paid in respect of anyapplication to you at your own risk, without interest or any share of revenue or other benefitarising therefrom.


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If you wish to exercise your option under paragraph a(i) or a(ii) above to withdraw yourapplication in respect of the Invitation Shares, you shall, within 14 days from the date oflodgement of the supplementary or replacement prospectus, notify our Company of this,whereupon our Company shall within seven (7) days from the receipt of such notification, returnto you all monies you have paid on account of your application for such Invitation Shares, without

interest or any share of revenue or other benefit arising therefrom, at your own risk and you shallhave no claim against us, the Issue Manager, Underwriter and Lead Placement Agent and theJoint Placement Agent.

If you wish to exercise your option under paragraph b(i) or b(ii) above to return the InvitationShares issued to you, you shall, within 14 days from the date of lodgement of the supplementaryor replacement prospectus, notify our Company of this and return all documents, if any,purporting to be evidence of title to those Shares, to our Company, whereupon our Company shallwithin seven (7) days from the receipt of such notification and documents, if any, return to you allmonies you have paid for those Invitation Shares without interest or any share of revenue or otherbenefit arising therefrom and the issue of those Shares shall be deemed to be void.

If our Company is required by applicable Singapore laws to cancel the issued Shares and repayapplication monies to you (including instances where a Stop Order is issued), subject to compliance withthe Companies Act, our Company will purchase the Invitation Shares at the Issue Price.

Where monies are to be returned to you for the Invitation Shares, it shall be paid to you without anyinterest or share of revenue or other benefit arising therefrom at your own risk, and you will not have anyclaim against us, the Issue Manager, Underwriter and Lead Placement Agent and the Joint PlacementAgent.

This Prospectus has been prepared solely for the purpose of the Invitation and may only be relied uponby you in connection with your application for the Invitation Shares and may not be relied upon by anyother person or for any other purpose.

This Prospectus does not constitute an offer of, or invitation or solicitation to subscribe for, theInvitation Shares in any jurisdiction in which such offer or invitation or solicitation is unauthorizedor unlawful nor does it constitute an offer or invitation or solicitation to any person to whom it isunlawful to make such offer or invitation or solicitation.

Copies of this Prospectus and the Application Forms and envelopes may be obtained on request, duringoffice hours, subject to availability, from:

SAC Capital Private Limited1 Robinson Road#21-02, AIA TowerSingapore 048542

A copy of this Prospectus is also available on the SGX-ST website at http://www.sgx.com.

The Invitation will be open from 9.00 a.m. on [] to 12.00 p.m. on [] or such further period orperiods as our Directors may, in consultation with the Issue Manager, in their absolute discretion,decide, subject to any limitations under all applicable laws, PROVIDED ALWAYS THAT where asupplementary prospectus or replacement prospectus has been lodged with the Authoritypursuant to Section 241 of the Securities and Futures Act, the Application List shall be kept openfor at least 14 days after the lodgement of the supplementary prospectus or replacementprospectus.

Details on the procedures for application for the Invitation Shares are set out in Appendix F Terms,Conditions and Procedures for Application and Acceptance of this Prospectus.


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Indicative Timetable for Listing

The following is an indicative timetable for the various events in the Invitation:

Indicative Time and Date Event

[] 2013, 9.00 a.m. Opening of Invitation

[] 2013, 12.00 noon Close of Application List

[] 2013 Balloting of applications, if necessary (in the event of over-subscription for the Public Offer Shares)

[] 2013, 9.00 a.m. Commence trading on a ready basis

[] 2013 Settlement date for all trades done on a ready basis

All dates and times referred to above are Singapore dates and times.

The above timetable is only indicative and is subject to change as it assumes that the closing of the

Application List is [] 2013, the date of admission of our Company to the Official List of the SGX-ST is[] 2013, the SGX-STs shareholding spread requirement will be complied with and the Invitation Shareswill be issued or allotted and fully paid prior to [] 2013. The actual date on which our Shares commencetrading on a ready basis will be announced when it is confirmed by the SGX-ST.

The above timetable and procedures may be subject to such modifications as the SGX-ST may, in itsdiscretion, decide, including the decision to permit trading on a ready basis and the commencementdate of such trading.

In the event of any changes in the closure of the Application List or the shortening or extension of thetime period during which the Invitation is open, we will publicly announce the same:

(a) through a SGXNET announcement to be posted on the internet at the SGX-ST websitehttp://www.sgx.com; and

(b) in a local English newspaper.

Results of the Invitation including the level of subscription and the basis of allotment of the Public OfferShares will be provided as soon as it is practicable after the closure of the Application List through thechannels stated in (a) and (b) above.

Investors should consult the SGX-ST announcement on the ready trading date on the internet (at SGX-ST website http://www.sgx.com), or the newspapers, or check with their brokers on the date on which

trading on a ready basis will commence.

We reserve the right to reject or accept, in whole or in part, or to scale-down or ballot any application forthe Invitation Shares, without assigning any reason therefor, and no enquiry or correspondence on ourdecision will be entertained. This right applies to applications made by way of Application Forms,Electronic Applications (each as defined under Appendix F Terms, Conditions and Procedures forApplication and Acceptance of this Prospectus), and any other forms of application as the IssueManager, Underwriter and Lead Placement Agent and the Joint Placement Agent may, in consultationwith us, deem appropriate. In deciding the basis of allocation, due consideration will be given to, amongother things, the desirability of allocating the Invitation Shares to a reasonable number of applicants witha view to establishing an adequate market for our Shares.


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The following section summarizes material information that appears later in this Prospectus and isqualified in its entirety by, and is subject to, the more detailed information contained or referred toelsewhere in this Prospectus and should be read in conjunction with the full text of this Prospectus. Termsdefined elsewhere in this Prospectus have the same meanings when used herein. Investors should readthe entire Prospectus carefully, in particular the matters set out in the section entitled Risk Factors of

this Prospectus, before making an investment decision in our Shares.

OVERVIEW OF OUR GROUP

Our Business

We are a property developer that has an established track record in delivering quality and well-designedresidential property developments in Singapore. Our property development projects are pre-dominantlyfreehold in tenure and are targeted at middle-to-high income consumers who value exclusivity in goodlocations. Whilst we continue to specialize in residential property developments, we are expanding intocommercial and industrial property development projects. Leveraging on our experience and expertise inproperty development in Singapore, we have also extended our geographical reach to Malaysia, Thailandand Vietnam.

Please refer to the section entitled General Information on our Group Our Business of this Prospectus,for further details.

Our Competitive Strengths

Our Directors believe our competitive strengths are as follows:

We are a property developer that has an established track record

We have an established network of business relationships with other property developers andcontractors

We are expanding beyond residential property development and have a regional presence inSouth-East Asia

We understand the needs of our customers in the countries our Group operates in

We have dedicated and experienced key management personnel

Please refer to the section entitled General Information on our Group Competitive Strengths of thisProspectus, for further details.

Our Business Strategies and Future Plans

Our business strategies and future plans are as follows:

Focus on quality residential property development and expand into commercial and industrialproperty development

Strengthen our position in foreign markets in Malaysia, Thailand and Vietnam

Expand into new markets

Please refer to the section entitled Prospects, Business Strategies and Future Plans Our BusinessStrategies and Future Plans of this Prospectus, for further details.

PROSPECTUS SUMMARY

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Our Financial Highlights

The following tables present a summary of the combined financial statements of our Group and should beread in conjunction with the section entitled Managements Discussion and Analysis of Results ofOperations and Financial Position, Appendix A Independent Auditors Report on the CombinedFinancial Statements for the Years Ended 31 May 2012, 2011 and 2010, Appendix B Independent

Auditors Report on the Combined Interim Condensed Financial Statements for the Six Months PeriodEnded 30 November 2012 and Appendix C Independent Auditors Report on the Unaudited ProformaGroup Financial Information for the Year Ended 31 May 2012 and for the Six Months Period Ended 30November 2012 of this Prospectus, the related notes and the other financial information containedelsewhere in those Appendices.

Selected items on the comprehensive income of our Group

Audited Unaudited AuditedS$000 FY2010 FY2011 FY2012 HY2012 HY2013

Revenue 12,192 23,041 7,914 2,871 6,785Gross profit 1,544 3,631 3,558 2,333 1,652

Profit before tax 1,399 4,147 1,967 3,135 829Profit attributable to owners of the company 1,239 3,646 1,535 2,694 670

Selected items on the financial position of our Group

Unaudited UnauditedS$000 Audited Proforma Audited Proforma

31 May 31 May 31 May 31 May 30 November 30 NovemberAs at 2010 2011 2012 2012 2012 2012

Total current assets 49,347 87,343 109,674 113,674 142,274 146,274Total non-current assets 19,290 31,703 41,681 41,681 44,414 44,414Total current liabilities 48,281 61,338 84,982 21,982 109,305 46,305

Total non-current liabilities 15,746 46,828 51,998 51,998 61,426 61,426Equity attributable to owners 4,610 10,880 14,381 81,381 15,969 82,969

of the company

Where you can find us

Our registered address is Blk 2024 Bukit Batok Street 23 #03-26 Singapore 659529.

Our telephone and facsimile numbers are (65) 6899 1428 and (65) 6897 3468 respectively.

PROSPECTUS SUMMARY

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Prospective investors should carefully consider and evaluate each of the following considerations and allother information set forth in this Prospectus before deciding to invest in our Shares. To the best of ourDirectors knowledge and belief, all risk factors which are material to investors in making an informedjudgment of our Group have been set out below. If any of the following considerations, uncertainties ormaterial risks develops into actual events, our business, financial position and/or results of operations

may be materially and adversely affected. In such cases, the trading price of our Shares could declineand you may lose all or part of your investment in our Shares.

This Prospectus also contains forward-looking statements having direct and/or indirect implications on ourfuture performance. Our actual results may differ materially from those anticipated by these forward-looking statements due to certain factors, including the risks and uncertainties faced by us, as describedin this section and elsewhere in this Prospectus.

RISKS RELATING TO OUR BUSINESS AND INDUSTRY

We are affected by the performance of the property industry

We currently operate in Singapore, Malaysia, Thailand and Vietnam. Our business is subject to the

performance of the property industry in the countries in which we operate, where property prices arelargely affected by supply and demand for properties. The demand for properties typically follows acyclical pattern and is generally affected by local and global economic conditions, local market sentimentand expectations, government regulations, competition from other property developers, extent of supply ofproperties for sales and availability of financing for the purchase of properties. Economic recession,negative market sentiment or uncertainty on the pace of recovery in global financial markets maytherefore affect the demand for our properties and their pricing, which would have a material adverseeffect on our revenue and profitability.

Despite the growth of the regional property market in the past, there is no guarantee that such growth willbe sustained in the future. We may also incur losses by retaining unsold properties or selling them belowcost in a depressed market. In the event that we are unable to sell our unsold properties, we may incurholding costs, including interest costs and maintenance costs. A decline in the demand for our property

development projects in the event that the property market experiences a downturn may have a materialadverse effect on our business, financial condition, results of operations and prospects.

We are subject to various government policies which regulate the property market in Singapore

As our current operations are pre-dominantly focused on Singapore, our business is dependent onvarious housing policies implemented by the Singapore government. To promote a stable and sustainableproperty market, the Singapore government monitors the property market closely and adopts measuresas and when it deems necessary.

Between September 2009 and January 2013, the Singapore government implemented 7 rounds ofproperty curbs and cooling measures to keep the buoyancy of the property market in check. Suchmeasures included, inter alia, the lowering of loan-to-value limits, the increase in minimum cashdownpayment, the imposition of additional buyers stamp duty and the stipulation of a maximum loantenure.

In the event that the Singapore government introduces new or more stringent measures which impact theoverall performance of Singapores property market, our operations, profitability and financial performancemay be adversely affected.

We are dependent on our ability to identify and complete new property development projects andto source for new land sites

Our performance is dependent on our ability to identify new property development projects and, followingsuch identification, to successfully complete such projects within a scheduled time frame to realizereturns. The viability and profitability of our property development projects may be undermined by factorssuch as unexpected project delays, adverse changes in interest rates, construction costs, land costs,property prices and general economic conditions. Accordingly, there is no assurance that we will alwaysbe successful in identifying new property development projects or completing such property development

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projects under the best possible market conditions, as planned. There is also no assurance that a project,which may have been assessed by us to be profitable at the initial phases, will not turn out to be a loss-making asset or investment due to adverse changes in circumstances beyond our control.

We generally source for new land sites through public tenders such as the government land sales

program, private invitations from property owners and property agents, as well as referrals fromarchitects. We generally do not accumulate a land bank but acquire our land sites as and when thecapacity to undertake a property development project arises. As we acquire land for development, we aresubject to fluctuations in land prices as well as the availability of suitable land sites. We also compete withother property developers for the sourcing of land sites.

In the event that we are unable to source for and identify new and profitable property developmentprojects or successfully complete the property development projects or secure suitable land sites forproperty development, our business, financial condition, results of operations and prospects may beadversely affected.

We may be affected by the political, economic and social conditions in the countries that weoperate in

Other than Singapore, we have a business presence in Malaysia, Thailand and Vietnam. We may alsoexpand into other countries in which we presently do not have a business presence such as Sri Lanka,New Zealand and Myanmar. Some of the countries in which we operate have been affected by politicalupheavals, internal strife, civil commotions and epidemics. The recurrence of these political and socialconditions in countries where we currently or may in the future operate, may affect our ability to operateor conduct business in those countries.

Our business and prospects may be materially and adversely affected by developments with respect toinflation, interest rates, currency fluctuations, government policies, price and wage controls, exchangecontrol regulations, industry laws and regulations, taxation, expropriation, social instability and otherpolitical, legal, economic or diplomatic developments in or affecting the markets in which we operatecurrently or in the future. We have no control over such conditions and developments and any changes insuch conditions and developments may have a material adverse effect on our business, financialcondition, results of operations and prospects.

We are subject to risks associated with debt financing

We usually finance the acquisition of land and development of properties by way of loans from financialinstitutions in addition to internally-generated funds. Due to large capital requirements in line with thenature of the property development business, we may seek financing for at least 70% of our propertydevelopment projects through bank loans, especially for acquisition of land sites and construction ofproperties. As such, the availability of adequate financing is crucial to our ability to acquire land andcomplete our property development projects according to schedule.

As at the Latest Practicable Date, our total external borrowings from financial institutions amount toapproximately S$87.0 million. Accordingly, our debt level could be relatively high and we may be subjectto risks normally associated with debt financing, including adverse changes in interest rates and theinability to meet payments of principal and interest. This is because a material increase in interest rateswould increase the cost of borrowing and financing costs, which would in turn weaken our projects andthe Groups financial standing when seeking future financing to be secured on our projects or groupfinancials.

We may also experience negative cash flow from operating activities that may affect our ability to repaythe outstanding debts. A property development project usually experiences net cash outflow in its earlystage of development until payments are collected from purchases of units sold and/or when the propertyunits of the projects are substantially sold. As such, our cash flow may fluctuate depending on our salesperformance and the timing and extent of the receipt of payments from our customers. In the event that

we are unable to generate sufficient cash flow to meet the financing costs of our property developmentprojects for any reasons whatsoever, our business, results of operations and financial position may beadversely affected.

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The loans granted to us by financial institutions are generally charged based on floating interest rates.Given that we rely significantly on these bank loans to finance our property development projects, anyincrease in the interest rates of these bank loans will have a material adverse impact on our profitability. Ifwe are unable, for any reason, to raise such debt financing, our business, results of operations andfinancial position may be adversely affected.

Additional debt financing may have debt covenants placed on us which may:

(a) limit our ability to pay dividends or require us to seek consents for the payment of dividends;

(b) increase our vulnerability to general adverse economic and industry conditions;

(c) limit our ability to pursue our growth plans;

(d) require us to dedicate a substantial portion of our cash flow from operations to payments on ourdebts, thereby reducing the availability of our cash flow to fund capital expenditure, working capitalrequirements and other general corporate purposes; and

(e) limit our flexibility in planning for, or reacting to, changes in our business and our industry.

Please refer to the section entitled Capitalization and Indebtedness of this Prospectus for further detailson our total indebtedness. Whilst, as at the Latest Practicable Date, there are no such debt covenants onany of the existing loans undertaken by the Group, we cannot guarantee that future loans undertaken bythe Group will not contain such debt covenants.

Further, in planning for the financing of our property development projects, we take into considerationvarious factors, including potential consumer response to our projects, the timing of the completion of thedevelopment properties, the expected interest charges to be incurred for the entire duration of the project,the risk of recall of loans and the additional security that may be required to be pledged with the financialinstitutions to secure our loans. Our estimated project expenses and earnings are mainly based on, but

are not limited to, the aforesaid factors. A change in any of the factors may lead to a correspondingchange in our estimated project expenses and earnings, and our profitability may be adversely affected.

We operate in a highly competitive industry

The Singapore property market is mature, wherein a number of property developers are already inexistence. In addition, the relatively low barriers to entry means that we may face increased co

tee land ipo - preliminary prospectus (22 may 2013)

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