EUROSPORTS GLOBAL LIMITED

(Company Registration No.: 201230284Z) (Incorporated in the Republic of Singapore on 12 December 2012)

Invitation in respect of 80,000,000 Invitation Shares comprising 40,000,000 New Shares and 40,000,000 Vendor Shares, as follows: (i) 1,500,000 Offer Shares at S$0.28 for each Offer Share by way of public offer; and (ii) 78,500,000 Placement Shares at S$0.28 for each Placement Share by way of placement, payable in full on application. OFFER DOCUMENT DATED 7 JANUARY 2014
(Registered by the Singapore Exchange Securities Trading Limited acting as agent on behalf of the Monetary Authority of Singapore on 7 January 2014) This document is important. If you are in any doubt as to the action you should take, you should consult your legal, nancial, tax or other professional adviser(s).
CIMB Bank Berhad, Singapore Branch (the Sponsor) has on behalf of EuroSports Global Limited (the Company) made an application 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 the Company already issued (including the Vendor Shares (as dened herein)), the new Shares (the New Shares) which are the subject of the Invitation (as dened herein), the new Shares which may be issued under the EuroSports Performance Share Plan (the Performance Shares) and the new Shares which may be issued upon the exercise of the options to be granted under the EuroSports Employee Share Option Scheme (the Option Shares) on Catalist (as dened herein). Acceptance of applications and the allotment and allocation of the Invitation Shares (as dened herein) will be conditional upon, inter alia, the completion of the Invitation, which is subject to certain conditions, including permission being granted by the SGX-ST to deal in, and for quotation of, all our existing issued Shares (including the Vendor Shares), the New Shares, the Performance Shares and the Option Shares. Monies paid in respect of any application accepted will be returned if the admission and listing do not proceed. The dealing in and quotation of the Shares will be in Singapore dollars. Companies listed on Catalist may carry higher investment risk when compared with larger or more established companies listed on the Main Board of the SGX-ST. In particular, companies may list on Catalist without a track record of protability and there is no assurance that there will be a liquid market in the shares or units of shares traded on Catalist.You should be aware of the risks of investing in such companies and should make the decision to invest only after careful consideration and, if appropriate, consultation with your professional adviser(s). This offer of Invitation Shares is made in or accompanied by an offer document that has been registered by the SGX-ST acting as agent on behalf of the Monetary Authority of Singapore (the Authority). Neither the Authority nor the SGX-ST has examined or approved the contents of this Offer Document. Neither the Authority nor the SGX-ST assumes any responsibility for the contents of this Offer Document, including the correctness of any of the statements or opinions made or reports contained in this Offer Document. The SGX-ST does not normally review the application for admission but relies on the Sponsor conrming that our Company is suitable to be listed and complies with the Catalist Rules (as dened herein). Neither the Authority nor the SGX-ST has in any way considered the merits of the Shares (including the Vendor Shares), the New Shares, the Performance Shares or the Option Shares, as the case may be, being offered for investment. The registration of this Offer Document by the SGX-ST does not imply that the Securities and Futures Act (Chapter 289) of Singapore, or any other legal or regulatory requirements, or requirements under the SGX-STs listing rules, have been complied with. We have not lodged this Offer Document in any other jurisdiction. Investing in our Shares involves risks which are described in the section entitled RISK FACTORS of this Offer Document, such as WE ARE DEPENDENT ON THE SALES OF LAMBORGHINI AUTOMOBILES and CERTAIN OF OUR GROUPS DISTRIBUTORSHIP AND DEALERSHIP AGREEMENTS CONTAIN PROVISIONS WHICH PROHIBIT CHANGES IN SHAREHOLDERS OR MANAGEMENT OR CHANGES IN CONTROL OF OUR GROUP EXCEPT WITH PRIOR APPROVAL OR CONSENT. After the expiration of six (6) months from the date of registration of this Offer Document, no person shall make an offer of our Shares, or allot, issue or sell any of our Shares, on the basis of this Offer Document; and no ofcer or equivalent person or promoter of our Company will authorise or permit the offer of any of our Shares or the allotment, issue or sale of any of our Shares, on the basis of this Offer Document.

Sponsor

Underwriter and Placement Agent

CIMB Bank Berhad (13491-P)

Singapore Branch (Incorporated in Malaysia)

CIMB Securities (Singapore) Pte. Ltd.

(Company Registration No.: 198701621D) (Incorporated in the Republic of Singapore)

CORPORATE PROFILE

THE BRANDS WE CARRY

uroSports Global Limited specialises in the business of distribution of ultra-luxury automobiles and luxury automobiles and provision of after-sales services. Our automobile distribution business retails new ultra-luxury automobiles and luxury automobiles as well as pre-owned automobiles. As at the Latest Practicable Date, we carry automobile brands comprising mainly Lamborghini, Pagani and Alfa Romeo, and customised automobiles supplied by Touring Superleggera. The provision of our after-sales services includes sales of automobile parts and accessories. We are the only authorised service centre in Singapore for all the automobile brands we carry. Incidentally, we also operate an automobile leasing business as an ancillary business complementing our automobile distribution business. Since September 2012, we have embarked on the luxury watch distribution and retail business. We secured the exclusive distributorship rights for the deLaCour brand of watches for Singapore, Malaysia, Indonesia, Thailand and Brunei since November 2012.

AUTOMOTIVE MARQUES

(Since 2001)

(Since 2004)

(Since 2012)

(Since 2012)

LUXURY TIMEPIECES

(Since 2012)

ONLY AUTHORISED DEALER FOR LAMBORGHINI AUTOMOBILES IN SINGAPORE

COMPETITIVE STRENGTHS
Strong relationships with customers through personalised and quality customer service Great emphasis on understanding the needs and requirements of customers and providing them with the quality services that they would expect Customer service aspect is led by Executive Chairman and CEO, Melvin Goh Ability to tailor and conduct targeted marketing campaigns to meet customer needs and expectations We believe that our emphasis on personalised customer service has contributed to a high level of repeat sales to existing customers Relationship with the Lamborghini Manufacturer started in 2001 spanning more than 10 years, while the longestablished relationship with the Alfa Romeo Manufacturer began since 2004 We believe that our strong and longstanding relationships with existing automobile manufacturers, strong sales, high customer satisfaction and proven track record place us in a favourable position to maintain the existing distributorships and/or dealerships with these automobile manufacturers We also believe that our reputation as an ultra-luxury automobile and luxury automobile dealership group gives us competitive advantages in obtaining new distributorships and/or dealerships from other automobile manufacturers in Singapore or overseas in the future

Carry strong and well-established automobile brands Carry strong and well-established automobile brands, including Lamborghini which is a well-established automobile brand both globally and in Singapore Strength of the automobile brands we carry, coupled with our focused sales and marketing activities, has been a key contributor to our growth

Experienced and committed management team with proven track record Our Group is led by our Executive Chairman and CEO, Melvin Goh, who has more than 30 years of experience in the automobile industry Our Executive Director and Deputy CEO, Andy Goh, has over 28 years of experience in the automobile industry Our COO, Dennis Yang Yung Kang, has more than 35 years of relevant experience and in-depth expertise in the automobile industry

Established relationship with automobile manufacturers As at the Latest Practicable Date, we are the only authorised dealer for Lamborghini automobiles in Singapore, and the exclusive distributor for Alfa Romeo automobiles in Singapore

PROSPECTS
Steady growth in Singapores GDP The Singapore economy is estimated to have grown by 3.7% in 2013 and is expected to grow by 2.0% to 4.0% in 2014(1) The International Monetary Fund (IMF) has projected Singapores GDP per capita growth to be approximately 3.7% per annum for the next four (4) years(2) Rising affluence and spending power of Singaporean consumers are likely to lead to more discretionary spending and provides greater business potential for a wide range of services The Alfa Romeo Manufacturer has recently launched the new 4C model We have commissioned the deLaCour Manufacturer to produce 90 limited edition GT3 timepieces that bear the identity of the six (6) GT3 race circuits for the GT Asia 2013

Expanding distribution and retail network for deLaCour watches As at the Latest Practicable Date, we have appointed two (2) Singapore watch retailers, namely Sincere Watch Limited and Watches of Switzerland, to act as our points of sales to retail the deLaCour brand of watches in Singapore and we have also appointed a local distributor in Jakarta, Indonesia Presently in discussions with a potential local distributor in Bangkok, Thailand

Launch of new product models The launch of new product models are expected to drive the growth of sales of our products going forward, as the luxury and ultra-luxury segments are model-driven markets and sales typically increase when a new model is launched The Lamborghini Manufacturer has unveiled the Huracn LP 610-4 that replaces its Gallardo model. In addition, the Lamborghini Manufacturer has previously announced that it plans to enter the sport utility vehicle (SUV) segment with its newly launched Lamborghini Urus(3). Based on industry expectations, Lamborghini Urus is expected to hit the market by 2017

EXCLUSIVE DISTRIBUTOR FOR ALFA ROMEO AUTOMOBILES IN SINGAPORE

(1) Source: Press releases entitled MTI Forecasts Growth of 3.5 to 4.0 Per Cent in 2013 and 2.0 to 4.0 Per Cent in 2014 dated 21 November 2013 and Singapores GDP Grew 4.4 Per Cent in the Fourth Quarter of 2013 dated 2 January 2014 by the Ministry of Trade and Industry Singapore (MTI). Information was extracted from the website of the Singapore Department of Statistics at http://www.singstat.gov.sg/statistics/browse_by_theme/ national_accounts.html (2) Source: World Economic Outlook Database, October 2013. Information was extracted from the website of IMF at http://www. imf.org/external/pubs/ft/weo/2013/02/weodata/weoselgr.aspx (3) Source: Press release entitled Lamborghini Urus The SUV super athlete dated 22 April 2012 by the Lamborghini Manufacturer

BUSINESS STRATEGIES & FUTURE PLANS

Expansion of our operations locally and into other markets and acquisitions of new distributorships and/or dealerships Intend to grow our distribution network locally and into other emerging markets in the region We may expand our distribution network for our existing products into overseas markets or secure distributorships and/or dealerships for new ultra-luxury automobiles and/or luxury automobiles For overseas expansion, we may acquire local existing distributorships and/or dealerships which are already in the ultra-luxury automobile and/or luxury automobile markets in that country or enter into strategic alliances with local distributors and/or dealers of ultra-luxury automobiles and/or luxury automobiles, should such a need arise Construction of improved or new facilities for our operations Intend to expand our operations by way of acquiring and/or constructing improved or new facilities to house our ofces, showrooms, service centres and automobile parts and accessories stores As at the Latest Practicable Date, we have constructed an annex to our premises at 30 Teban Gardens Crescent Plans to construct new facilities, consisting of ofces, showrooms, service centres and automobile parts and accessories stores, at 7 and 9 Chang Charn Road Intend to expand our distribution network for the deLaCour brand of watches locally and into other emerging markets in the region If opportunities arise, we will also acquire distributorships and/or dealerships for more luxury lifestyle products to expand our product portfolio

Expand our business through joint ventures and strategic alliances Expand our businesses through joint ventures and strategic alliances which we believe will complement our current and future businesses We believe that suitable joint ventures and strategic alliances will give us access to new markets and customers as well as new businesses, including new distributorships and/or dealerships with strong brand owners

Diversification into other luxury lifestyle businesses Plans to diversify into other businesses in the luxury segment in order to leverage on our established pool of high net worth customers

THE EMBODIMENT OF BEAUTY, CLASS & PERFORMANCE

PROPOSED DIVIDEND

e intend to declare a one-time special dividend of between S$6 million and S$8 million subject to completion of the sale and leaseback arrangement relating to our Teban Gardens Showrooms and Service Centres (the Sale and Leaseback Arrangement) and such dividend is expected to be funded solely by the sale proceeds arising therefrom (4)

(4) We expect to complete the Sale and Leaseback Arrangement by the rst quarter of 2014, upon which we intend to declare the special dividend in FY2015. In the event that the Sale and Leaseback Arrangement does not complete and we do not recognise any sale proceeds therefrom, we will not be able to declare such special dividend. Further, in the event that the completion of the Sale and Leaseback Arrangement is delayed for any reason whatsoever, the declaration of such special dividend will also be delayed

FINANCIAL HIGHLIGHTS
Revenue (S$million)
113.0 4.9 4.8 86.4 2.3 5.6 108.2 78.5 25.6 1.4 24.3
FY2011 FY2012 FY2013 IQ2013 IQ2014

Financial Year ended 31 March

Gross Prot (S$million) & Gross Prot Margin (%)

107.2

25.1% 18.5 17.2 19.9% 16.4% 19.6 5.6 0.7 1.5 17.4 11.7%
FY2011 FY2012 FY2013 IQ2013 IQ2014

21.7%

12.5

102.2

4.9

Sale of Automobiles Sale of Watches

Provision of After-Sales Services

Gross Prot

Gross Prot Margin

Sale of Automobiles (S$million)

Net Prot (S$million)

7.6 6.7

30.9

FY 2011

41.0 71.3

FY 2012

67.2
2.7 2.9 2.2

19.9
FY 2013

4.6 58.6
IQ 2014
FY2011 FY2012 FY2013 IQ2013 IQ2014

12.8

Pre-owned Automobiles

New Automobiles

STRENGTH OF AUTOMOBILE BRANDS WE CARRY, COUPLED WITH OUR FOCUSED SALES AND MARKETING ACTIVITIES, HAS BEEN A KEY CONTRIBUTOR TO OUR GROWTH

TABLE OF CONTENTS
CORPORATE INFORMATION ........................................................................................................... DEFINITIONS ..................................................................................................................................... GLOSSARY OF TECHNICAL TERMS............................................................................................... CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS.................................... SELLING RESTRICTIONS ................................................................................................................ DETAILS OF THE INVITATION.......................................................................................................... INDICATIVE TIMETABLE FOR LISTING .......................................................................................... PLAN OF DISTRIBUTION ................................................................................................................. OFFER DOCUMENT SUMMARY ...................................................................................................... OUR GROUP ................................................................................................................................ OUR BUSINESS ........................................................................................................................... COMPETITIVE STRENGTHS ....................................................................................................... BUSINESS STRATEGIES AND FUTURE PLANS........................................................................ SUMMARY OF OUR FINANCIAL INFORMATION ....................................................................... THE INVITATION................................................................................................................................ RISK FACTORS ................................................................................................................................. INVITATION STATISTICS .................................................................................................................. USE OF PROCEEDS AND LISTING EXPENSES ............................................................................ DIVIDEND POLICY ............................................................................................................................ SHARE CAPITAL............................................................................................................................... SHAREHOLDERS ............................................................................................................................. OWNERSHIP STRUCTURE ......................................................................................................... VENDORS ..................................................................................................................................... MORATORIUM .............................................................................................................................. DILUTION........................................................................................................................................... RESTRUCTURING EXERCISE ......................................................................................................... GROUP STRUCTURE ....................................................................................................................... SELECTED COMBINED FINANCIAL INFORMATION ..................................................................... 1 3 11 13 15 16 20 21 23 23 23 23 24 25 26 27 40 42 44 45 47 47 48 48 49 50 52 53

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND RESULTS OF OPERATIONS .............................................................................................................................. OVERVIEW ................................................................................................................................... REVIEW OF RESULTS OF OPERATIONS................................................................................... REVIEW OF FINANCIAL POSITION ............................................................................................ LIQUIDITY AND CAPITAL RESOURCES ..................................................................................... CAPITAL EXPENDITURES AND DIVESTMENTS ....................................................................... OPERATING LEASE COMMITMENTS ......................................................................................... FOREIGN EXCHANGE EXPOSURE ............................................................................................ SEASONALITY ............................................................................................................................. INFLATION .................................................................................................................................... CHANGES TO ACCOUNTING POLICIES .................................................................................... CAPITALISATION AND INDEBTEDNESS ........................................................................................ GENERAL INFORMATION ON OUR GROUP .................................................................................. HISTORY AND DEVELOPMENT .................................................................................................. BUSINESS OVERVIEW ................................................................................................................ OUR DISTRIBUTORSHIP AND DEALERSHIP ARRANGEMENTS ............................................. OUR PROCUREMENT PROCESS............................................................................................... QUALITY CONTROL..................................................................................................................... SALES AND MARKETING ............................................................................................................ RESEARCH AND DEVELOPMENT ............................................................................................. STAFF TRAINING ......................................................................................................................... WORKPLACE SAFETY AND HEALTH MEASURES .................................................................... INTELLECTUAL PROPERTY ....................................................................................................... PROPERTIES AND FIXED ASSETS ............................................................................................ MAJOR SUPPLIERS..................................................................................................................... MAJOR CUSTOMERS .................................................................................................................. CREDIT MANAGEMENT .............................................................................................................. INVENTORY MANAGEMENT ....................................................................................................... INSURANCE ................................................................................................................................. COMPETITION ............................................................................................................................. COMPETITIVE STRENGTHS ....................................................................................................... PROSPECTS ................................................................................................................................ TREND INFORMATION ................................................................................................................ ORDER BOOK .............................................................................................................................. BUSINESS STRATEGIES AND FUTURE PLANS........................................................................ GOVERNMENT REGULATIONS .......................................................................................................

55 55 62 68 70 75 76 76 77 77 77 78 81 81 83 85 88 88 88 90 90 90 90 91 95 95 96 97 98 98 99 100 101 102 102 105

ii

INTERESTED PERSON TRANSACTIONS ....................................................................................... PAST INTERESTED PERSON TRANSACTIONS ........................................................................ PRESENT AND ON-GOING INTERESTED PERSON TRANSACTIONS .................................... REVIEW PROCEDURES FOR FUTURE INTERESTED PERSON TRANSACTIONS ................ POTENTIAL CONFLICTS OF INTEREST......................................................................................... DIRECTORS, EXECUTIVE OFFICERS AND EMPLOYEES ............................................................. MANAGEMENT REPORTING STRUCTURE ............................................................................... DIRECTORS ................................................................................................................................. EXECUTIVE OFFICERS ............................................................................................................... REMUNERATION .......................................................................................................................... EMPLOYEES ................................................................................................................................ SERVICE AGREEMENTS ............................................................................................................. EUROSPORTS PERFORMANCE SHARE PLAN............................................................................. EUROSPORTS EMPLOYEE SHARE OPTION SCHEME................................................................. CORPORATE GOVERNANCE .......................................................................................................... EXCHANGE CONTROLS .................................................................................................................. TAXATION .......................................................................................................................................... CLEARANCE AND SETTLEMENT ................................................................................................... GENERAL AND STATUTORY INFORMATION ................................................................................. APPENDIX A INDEPENDENT AUDITORS REPORT AND THE AUDITED COMBINED FINANCIAL STATEMENTS FOR THE REPORTING YEARS ENDED 31 MARCH 2011, 2012 AND 2013 ............................................................................................... APPENDIX B INDEPENDENT AUDITORS REPORT AND THE UNAUDITED COMBINED FINANCIAL STATEMENTS FOR THE REPORTING PERIOD ENDED 30 JUNE 2013 ........................................................................................................................... APPENDIX C INDEPENDENT AUDITORS REPORT AND THE UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION FOR THE REPORTING YEAR ENDED 31 MARCH 2013 AND THE REPORTING PERIOD ENDED 30 JUNE 2013 ........... APPENDIX D DESCRIPTION OF ORDINARY SHARES ................................................................ APPENDIX E SUMMARY OF MEMORANDUM AND ARTICLES OF ASSOCIATION OF OUR COMPANY ................................................................................................................. APPENDIX F RULES OF THE EUROSPORTS PERFORMANCE SHARE PLAN ......................... APPENDIX G RULES OF THE EUROSPORTS EMPLOYEE SHARE OPTION SCHEME ............. APPENDIX H TERMS, CONDITIONS AND PROCEDURES FOR APPLICATION AND ACCEPTANCE...........................................................................................................

112 112 119 122 124 127 127 128 131 134 135 135 137 145 151 155 156 159 160

A-1

B-1

C-1 D-1

E-1 F-1 G-1

H-1

iii

CORPORATE INFORMATION
BOARD OF DIRECTORS : Melvin Goh (Executive Chairman and CEO) Andy Goh (Executive Director and Deputy CEO) Ng Tiak Soon (Non-Executive and Lead Independent Director) Tan Siok Sing (Non-Executive Independent Director) Lim Kim Quee (Non-Executive Independent Director) Siu Yeung Sau, CA (Singapore) Loh Lee Eng, ACIS 30 Teban Gardens Crescent Singapore 608927 Tricor Barbinder Share Registration Services (A division of Tricor Singapore Pte Ltd) 80 Robinson Road #02-00 Singapore 068898 CIMB Bank Berhad, Singapore Branch 50 Rafes Place #09-01 Singapore Land Tower Singapore 048623 CIMB Securities (Singapore) Pte. Ltd. 50 Rafes Place #19-00 Singapore Land Tower Singapore 048623 RSM Chio Lim LLP 8 Wilkie Road #03-08 Wilkie Edge Singapore 228095 Partner-in-charge: Paul Lee Seng Meng (a member of the Institute of Singapore Chartered Accountants) SOLICITORS TO THE INVITATION AND LEGAL ADVISER TO OUR COMPANY ON SINGAPORE LAW : Rajah & Tann LLP 9 Battery Road #25-01 Straits Trading Building Singapore 049910 Christopher & Lee Ong Suite 3B-16-7 Level 16 Block 3B Plaza Sentral Jalan Stesen Sentral 5 Kuala Lumpur Sentral 50470 Kuala Lumpur RHTLaw Taylor Wessing LLP Six Battery Road #10-01 Singapore 049909

JOINT COMPANY SECRETARIES

REGISTERED OFFICE AND PRINCIPAL PLACE OF BUSINESS SHARE REGISTRAR AND SHARE TRANSFER OFFICE

SPONSOR

UNDERWRITER AND PLACEMENT AGENT

INDEPENDENT AUDITORS AND REPORTING ACCOUNTANTS

LEGAL ADVISER TO OUR COMPANY IN RESPECT OF MALAYSIAN LAW

SOLICITORS TO THE SPONSOR AND THE UNDERWRITER AND PLACEMENT AGENT

PRINCIPAL BANKERS

United Overseas Bank Limited 80 Rafes Place UOB Plaza Singapore 048624 Oversea-Chinese Banking Corporation Limited 65 Chulia Street #09-00 OCBC Centre Singapore 049513

RECEIVING BANK

CIMB Bank Berhad, Singapore Branch 50 Rafes Place #09-01 Singapore Land Tower Singapore 048623 Melvin Goh 30 Teban Gardens Crescent Singapore 608927 Andy Goh 30 Teban Gardens Crescent Singapore 608927

VENDORS

DEFINITIONS
In this Offer Document and the accompanying Application Forms, the following denitions apply where the context so admits: Group Companies Company or EuroSports deLaCour Singapore EuroAutomobile EuroSports Auto Group GTA Singapore : : : : : : EuroSports Global Limited deLaCour Asia Pacic Pte. Ltd. EuroAutomobile Pte. Ltd. EuroSports Auto Pte Ltd Our Company and our subsidiaries Spania GTA Asia Pacic Private Ltd.

Other Corporations and Agencies Alfa Romeo Manufacturer Auditors and Reporting Accountants Authority or MAS Brickfree CDP CIMB or Sponsor CPF deLaCour Manufacturer E Collezione E-Elements EC ESE Gay Hin Enterprise GTA Spain HDB IRAS JH Italia JTC Lamborghini Manufacturer : : Fiat Auto S.p.A. RSM Chio Lim LLP

: : : : : : : : : : : : : : : : :

The Monetary Authority of Singapore Brickfree Pte. Ltd. (formerly known as Cityzines Pte. Ltd.) The Central Depository (Pte) Limited CIMB Bank Berhad, Singapore Branch The Central Provident Fund Piallo GmbH E Collezione Pte. Ltd. E-Elements Pte. Ltd. Eminent Century Sdn Bhd ES Evolution Sdn Bhd Gay Hin Enterprise (Pte.) Ltd. Spania GTA Tecnomotive S.L. The Housing & Development Board The Inland Revenue Authority of Singapore JH Italia Sdn. Bhd. Jurong Town Corporation Automobili Lamborghini S.p.A.

Lotus Manufacturer LTA Motor-Way Credit Pagani Manufacturer Placement Agent or Underwriter or CIMB Securities PT EuroSport Receiving Bank SGX-ST Share Registrar Touring Superleggera Locations 7 and 9 Chang Charn Road

: : : : :

Lotus Cars Limited Land Transport Authority of Singapore Motor-Way Credit Pte Ltd Pagani Automobili S.p.A. CIMB Securities (Singapore) Pte. Ltd.

: : : : :

PT. EuroSport Auto CIMB Bank Berhad, Singapore Branch Singapore Exchange Securities Trading Limited Tricor Barbinder Share Registration Services Carrozzeria Touring Superleggera s.r.l.

7 Chang Charn Road Singapore 159636 and 9 Chang Charn Road Singapore 159638 11 Leng Kee Road Singapore 159091 30 Teban Gardens Crescent Singapore 608927

11 Leng Kee Road 30 Teban Gardens Crescent General 1Q Alfa Romeo Agreement

: :

: :

The three-month nancial period ended 30 June The Import and Distribution Agreement dated 2 February 2004 between the Alfa Romeo Manufacturer and EuroAutomobile, pursuant to which the Alfa Romeo Manufacturer granted the Alfa Romeo distributorship in Singapore to EuroAutomobile The printed application forms to be used for the purpose of the Invitation and which form part of this Offer Document The list of applications for subscription for and/or purchase, as the case may be, of the Invitation Shares The articles of association of our Company

Application Forms

Application List

Articles or Articles of Association ATM Audit Committee

: :

Automated teller machine of a Participating Bank The audit committee of our Company as at the date of this Offer Document, unless otherwise stated The Independent Auditors Report and the Audited Combined Financial Statements for the Reporting Years ended 31 March 2011, 2012 and 2013 as set out in Appendix A of this Offer Document An award of Shares granted under the Performance Share Plan

Audited Combined Financial Statements

Award

Board or Board of Directors

The board of Directors of our Company as at the date of this Offer Document, unless otherwise stated Compound annual growth rate The sponsor-supervised listing platform of the SGX-ST Section B of the Listing Manual of the SGX-ST, as amended, modied or supplemented from time to time Chief Executive Ofcer Chief Financial Ofcer Chief Operating Ofcer The Companies Act, (Chapter 50) of Singapore, as amended, modied or supplemented from time to time (a) a person who has an interest in the voting shares of a corporation and who exercises control over the corporation; or a person who has an interest of 15.0% or more in the aggregate of the nominal amount of all the voting shares in a corporation, unless he does not exercise control over the corporation

CAGR Catalist Catalist Rules

: : :

CEO CFO COO Companies Act

: : : :

Controlling Shareholder

(b)

Directors

The directors of our Company as at the date of this Offer Document, unless otherwise stated Applications for the Offer Shares made through an ATM or through the IB website of one of the Participating Banks in accordance with the terms and conditions of this Offer Document Earnings per Share The EuroSports Employee Share Option Scheme, the terms of which are set out in Appendix G of this Offer Document The executive Directors of our Company as at the date of this Offer Document, unless otherwise stated The executive ofcers of our Group as at the date of this Offer Document, unless otherwise stated Financial year ended or, as the case may be, ending 31 March Gross domestic product Goods and services tax Internet banking The independent Directors of our Company as at the date of this Offer Document, unless otherwise stated

Electronic Applications

EPS ESOS

: :

Executive Directors

Executive Ofcers

FY GDP GST IB Independent Directors

: : : : :

Invitation

The invitation by our Company and the Vendors to the public in Singapore to subscribe for and/or purchase the Invitation Shares at the Invitation Price, subject to and on the terms and conditions of this Offer Document S$0.28 for each Invitation Share The 80,000,000 Shares which are the subject of the Invitation, comprising 40,000,000 New Shares and 40,000,000 Vendor Shares The Dealer Agreement dated 2 October 2002 between the Lamborghini Manufacturer and EuroSports Auto, pursuant to which the Lamborghini Manufacturer granted the Lamborghini dealership in Singapore to EuroSports Auto 30 November 2013, being the latest practicable date for the purposes of lodgement of this Offer Document with the SGX-ST The International Dealer Agreement dated 30 January 2008 between the Lotus Manufacturer, Group Lotus plc, EuroSports Auto, Melvin Goh and Andy Goh (as varied by a variation deed dated 8 September 2010 and an agreement dated 2 January 2012), pursuant to which the Lotus Manufacturer granted the Lotus dealership in Singapore to EuroSports Auto The management and sponsorship agreement dated 7 January 2014 entered into between our Company, the Vendors and CIMB pursuant to which CIMB agreed to manage and sponsor the Invitation, details as described in the section entitled General and Statutory Information Management, Underwriting and Placement Arrangements of this Offer Document A day on which the SGX-ST is open for trading in securities Memorandum of association of our Company

Invitation Price Invitation Shares

: :

Lamborghini Agreement

Latest Practicable Date

Lotus Agreement

Management and Sponsorship Agreement

Market Day Memorandum or Memorandum of Association NAV New Shares

: :

: :

Net asset value The 40,000,000 new Shares for which our Company invites applications to subscribe for pursuant to the Invitation, subject to and on the terms and conditions set out in this Offer Document The nominating committee of our Company as at the date of this Offer Document, unless otherwise stated The non-executive Directors of our Company (including Independent Directors) as at the date of this Offer Document, unless otherwise stated Net tangible assets The offer by our Company and the Vendors to the public in Singapore for subscription and/or purchase of the Offer Shares at the Invitation Price, subject to and on the terms and conditions of this Offer Document This offer document dated 7 January 2014 issued by our Company in respect of the Invitation 6

Nominating Committee

Non-Executive Directors

NTA Offer

: :

Offer Document

Offer Shares Options Option Shares

: : :

The 1,500,000 Invitation Shares which are the subject of the Offer The share options which may be granted pursuant to the ESOS The new Shares which may be allotted and issued from time to time upon the exercise of the Options The Automobile Dealer Sales and Service Agreement dated 7 March 2012 entered into between the Pagani Manufacturer and EuroAutomobile, pursuant to which the Pagani Manufacturer granted the Pagani dealership in Singapore and Malaysia to EuroAutomobile United Overseas Bank Limited (UOB) and its subsidiary, Far Eastern Bank Limited (collectively, the UOB Group), DBS Bank Ltd (including POSB) (DBS Bank) and Oversea-Chinese Banking Corporation Limited (OCBC) Price earnings ratio The new Shares which may be allotted and issued from time to time pursuant to the vesting of Awards granted under the Performance Share Plan The EuroSports Performance Share Plan, the terms of which are set out in Appendix F of this Offer Document The period which comprises FY2011, FY2012, FY2013 and 1Q2014 The placement of the Placement Shares by the Placement Agent on behalf of our Company and/or the Vendors for subscription and/or purchase at the Invitation Price, subject to and on the terms and conditions of this Offer Document The 78,500,000 Invitation Shares which are the subject of the Placement The Peoples Republic of China, which for the purposes of this Offer Document and for geographical reference only, excludes Hong Kong and Macau Special Administrative Regions of the Peoples Republic of China, and Taiwan The remuneration committee of our Company as at the date of this Offer Document, unless otherwise stated The corporate restructuring exercise undertaken in connection with the Invitation, as described in the section entitled Restructuring Exercise of this Offer Document The sale and leaseback arrangement relating to our Teban Gardens Showrooms and Service Centres, details of which can be found in the section entitled General Information on our Group Properties and Fixed Assets Sale and Leaseback Arrangement of this Offer Document The securities account maintained by a Depositor with CDP, but does not include a securities sub-account

Pagani Agreement

Participating Banks

PER Performance Shares

: :

Performance Share Plan

Period under Review

Placement

Placement Shares

PRC

Remuneration Committee

Restructuring Exercise

Sale and Leaseback Arrangement

Securities Account

Securities and Futures Act or SFA SFR

The Securities and Futures Act (Chapter 289) of Singapore, as amended or modied from time to time Securities and Futures (Offers of Investments) (Share and Debentures) Regulations 2005 of Singapore Ordinary share(s) in the capital of our Company Person(s) who are registered as holder(s) of Shares in the register of members of our Company, or where CDP is the registered holder, the term Shareholders shall, in relation to such Shares, mean Depositors whose Securities Accounts are credited with Shares A person who has an interest or interests in one (1) or more voting Shares (excluding treasury shares) in our Company and the total votes attached to that Share, or those Shares, is not less than ve per cent. (5.0%) of the total votes attached to all the voting Shares (excluding treasury shares) in our Company The lease extension of 22 years from 1 June 2017 relating to our premises at 30 Teban Gardens Crescent, pursuant to an agreement to lease dated 21 May 2013 between JTC and EuroSports Auto, details of which can be found in the section entitled General Information on our Group Properties and Fixed Assets Teban Gardens Lease Extension of this Offer Document Our showrooms and service centres located at 30 Teban Gardens Crescent The Independent Auditors Report and the Unaudited Combined Financial Statements for the Reporting Period ended 30 June 2013 as set out in Appendix B of this Offer Document The Independent Auditors Report and the Unaudited Pro Forma Combined Financial Information for the Reporting Year ended 31 March 2013 and the Reporting Period ended 30 June 2013 as set out in Appendix C of this Offer Document The underwriting and placement agreement dated 7 January 2014 entered into between our Company, the Vendors and CIMB Securities pursuant to which CIMB Securities agreed to (i) underwrite our offer of the Offer Shares; and (ii) subscribe and/or procure subscribers for the Placement Shares, details as described in the section entitled General and Statutory Information Management, Underwriting and Placement Arrangements of this Offer Document United States of America Melvin Goh and Andy Goh The 40,000,000 existing Shares for which the Vendors invite applications to purchase, subject to and on the terms and conditions of this Offer Document Workplace Safety and Health Act (Chapter 354A) of Singapore

Share(s) Shareholder(s)

: :

Substantial Shareholder

Teban Gardens Lease Extension :

Teban Gardens Showrooms and Service Centres Unaudited Interim Combined Financial Statements

Unaudited Pro Forma Combined Financial Information

Underwriting and Placement Agreement

USA Vendors Vendor Shares

: : :

WSHA

Currencies, Units and Others % or per cent. bhp cc or EUR m S$ and cents : : : : : : : Per centum Brake horsepower Cylinder capacity Euro, the lawful currency of the European Union Pound sterling, the lawful currency of the United Kingdom Metre The lawful currency of Singapore, being dollars and cents respectively Square feet Square metre Swiss franc, the lawful currency of Switzerland United States dollar, the lawful currency of the United States of America

sq ft sq m Swiss franc or CHF US$

: : : :

For the purpose of this Offer Document, the following persons named in the second column below are also known by the names set out in the rst column: Name used in this Offer Document Melvin Goh Andy Goh : Name in National Registration Identity Card

: :

Goh Kim San Goh Kim Hup

The expressions associate, associated company, associated entity, controlling interest-holder, Controlling Shareholder, related corporation, related entity, Entity At Risk, Interested Person, Interested Person Transaction, subsidiary, subsidiary entity and substantial interest-holder shall have the meanings ascribed to them respectively in the SFA, the SFR, the Companies Act and/or the Catalist Rules, as the case may be. The expressions Depositor, Depository Agent and Depository Register shall have the meanings ascribed to them respectively in Section 130A of the Companies Act. Any word dened under the Companies Act, the SFA, the SFR, the Catalist Rules or any statutory modication thereof and used in this Offer Document, the Application Forms and Electronic Applications shall, where applicable, have the meaning ascribed to it under the Companies Act, the SFA, the SFR, the Catalist Rules or any statutory modication thereto, as the case may be. Words importing the singular shall, where applicable, include the plural and vice versa and words importing the masculine gender shall, where applicable, include the feminine and neuter genders and vice versa. References to persons shall include corporations. Any reference in this Offer Document, the Application Forms and Electronic Applications to any statute or enactment is a reference to that statute or enactment as for the time being amended or re-enacted. Any reference in this Offer Document, the Application Forms and Electronic Applications to Shares being allotted to an applicant includes allotment to CDP for the account of that Applicant.

Any reference to a time of day in this Offer Document, the Application Forms and Electronic Applications shall be a reference to Singapore time unless otherwise stated. References in this Offer Document to our Group, we, our, and us or any other grammatical variations thereof shall unless otherwise stated, mean our Company, our Group or any member of our Group as the context requires. Any discrepancies in the tables included herein between the listed amounts and the totals thereof are due to rounding. Accordingly, gures shown as totals in certain tables may not be an arithmetic aggregation of the gures that precede them. Where applicable, gures and percentages are rounded off.

10

GLOSSARY OF TECHNICAL TERMS

To facilitate a better understanding of the business of our Group, the following glossary contains an explanation and description of certain terms used in this Offer Document in connection with our Group. The terms and their assigned meanings may not correspond to standard industry or common meanings, as the case may be, or usage of these terms. Alfa Romeo Alfa Romeo automobile Alfa Romeo distributorship : : : The brand of Alfa Romeo automobiles An automobile manufactured by the Alfa Romeo Manufacturer The authorisations to, inter alia, distribute and/or retail Alfa Romeo automobiles pursuant to the Alfa Romeo Agreement, details of which are set out in the section entitled General Information on our Group Our Distributorship and Dealership Arrangements of this Offer Document Spare parts and accessories for an automobile

automobile parts and accessories automobile brand automobile manufacturer COE GTA automobile Lamborghini Lamborghini automobile Lamborghini dealership

: : : : : : :

A brand of automobiles A manufacturer of automobiles Certicate of entitlement An automobile manufactured by GTA Spain The brand of Lamborghini automobiles An automobile manufactured by the Lamborghini Manufacturer The authorisations to, inter alia, retail Lamborghini automobiles pursuant to the Lamborghini Agreement, details of which are set out in the section entitled General Information on our Group Our Distributorship and Dealership Arrangements of this Offer Document Consumer protection laws that provide remedies against goods with latent defects The brand of Lotus automobiles An automobile manufactured by the Lotus Manufacturer The authorisation to, inter alia, retail Lotus automobiles pursuant to the Lotus Agreement Passenger automobile with a typical retail price range between approximately S$200,000 and approximately S$800,000 The brand of Pagani automobiles An automobile manufactured by the Pagani Manufacturer

Lemon Laws

Lotus Lotus automobile Lotus dealership

: : :

luxury automobile

Pagani Pagani automobile

: :

11

Pagani dealership

The authorisation to, inter alia , retail Pagani automobiles pursuant to the Pagani Agreement, details of which are set out in the section entitled General Information on our Group Our Distributorship and Dealership Arrangements of this Offer Document A used automobile which has one (1) or more prior owners Dedicated service centre that provides automobile repair, maintenance and grooming services and also retails automobile parts and accessories Dedicated automobile display and sales centre The authorisations to, inter alia , distribute and/or retail automobiles supplied by Touring Superleggera, details of which are set out in the section entitled General Information on our Group Our Distributorship and Dealership Arrangements of this Offer Document Passenger automobile with typical retail price range of approximately S$800,000 and above

pre-owned automobile service centre

: :

showroom Touring Superleggera distributorship

: :

ultra-luxury automobile

12

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

All statements contained in this Offer Document, statements made in press releases and oral statements that may be made by us or our Directors, Executive Ofcers or employees acting on our behalf or the Vendors behalf, that are not statements of historical fact, constitute forward-looking statements. You can identify some of these statements by forward-looking terms such as anticipate, believe, could, estimate, prot 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 nancial position, trend information, business strategies, plans and prospects are forward-looking statements. These forward-looking statements, including without limitation, statements as to:

our revenue and protability; projections of capital expenditures in general and other nancial items; our planned expansion and whether we can successfully execute, manage and/or implement it; any expected growth; other expected industry trends; and anticipated completion of proposed plans and other matters discussed in this Offer Document regarding matters that are not historical facts,

are only predictions. Forward-looking statements reflect our current views with respect to future events and are not a guarantee of future performance. These statements are based on our beliefs and assumptions, which in turn are based on currently available information. Although we believe the assumptions upon which these forward-looking statements are based are reasonable, any of these assumptions could prove to be inaccurate, and the forward-looking statements based on these assumptions could be incorrect. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These risks, uncertainties and other important factors include, in no particular order of priority and amongst others, the following:

changes in political, social and economic conditions and the regulatory environment in the places in which we conduct our business; changes in government regulations and their interpretation; our anticipated growth strategies and expected internal growth; changes in customer demand or preferences; changes in competitive conditions and our ability to compete under these conditions; changes in our senior management team or loss of key employees; changes in our future capital needs and the availability of nancing and capital to fund these needs; the ability of third parties to honour their commitments; other factors beyond our control; and the factors described in the section entitled Risk Factors of this Offer Document. 13

Some of these risk factors are discussed in more detail in this Offer Document, in particular, the discussions under the sections entitled Risk Factors and Managements Discussion and Analysis of Financial Position and Results of Operations of this Offer Document. These forward-looking statements are applicable only as at the date of this Offer Document. Given the risks and uncertainties that 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 Offer Document, undue reliance must not be placed on these statements which apply only as at the date of this Offer Document. Neither our Company, the Vendors, the Sponsor, the Underwriter and Placement Agent nor any other person represents or warrants that our Groups actual future results, performance or achievements will be as discussed in those statements. All forward-looking statements by or attributable to us, the Vendors or persons acting on our behalf, contained in this Offer Document are expressly qualied in their entirety by such factors. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of the risks faced by us. We, the Vendors, the Sponsor, the Underwriter and Placement Agent disclaim any responsibility to update any of those forward-looking statements or publicly announce any revisions to those forward-looking statements to reect future developments, events or circumstances. We and the Vendors are, however, subject to the provisions of the SFA, the SFR and the Catalist Rules regarding corporate disclosure. In particular, pursuant to Section 241 of the SFA, if after the registration of this Offer Document but before the close of the Invitation, we and the Vendors become aware of (a) a false or misleading statement or matter in this Offer Document; (b) an omission from this Offer Document of any information that should have been included in it under the SFA, the SFR or the Catalist Rules; or (c) a new circumstance that has arisen since this Offer Document was lodged with the SGX-ST acting as agent on behalf of the Authority which would have been required by the SFA, the SFR or the Catalist Rules to be included in this Offer Document if it had arisen before this Offer Document was lodged and that is materially adverse from the point of view of an investor, our Company may in consultation with the Sponsor and the Underwriter and Placement Agent, lodge a supplementary or replacement offer document with the SGX-ST acting as agent on behalf of the Authority.

14

SELLING RESTRICTIONS
This Offer Document does not constitute an offer, solicitation or invitation to subscribe for and/or purchase the Invitation Shares in any jurisdiction in which such offer, solicitation or invitation is unlawful or is not authorised or to any person to whom it is unlawful to make such offer, solicitation or invitation. No action has been or will be taken under the requirements of the legislation or regulations of, or of the legal or regulatory requirements of any jurisdiction, except for the lodgement and/or registration of this Offer Document in Singapore in order to permit a public offering of the Invitation Shares and the public distribution of this Offer Document in Singapore. The distribution of this Offer Document and the offering of the Invitation Shares in certain jurisdictions may be restricted by the relevant laws in such jurisdictions. Persons who may come into possession of this Offer Document are required by our Company, the Vendors, the Sponsor and the Underwriter and Placement Agent to inform themselves about, and to observe and comply with, any such restrictions at their own expense and without liability to our Company, the Vendors, the Sponsor and/or the Underwriter and Placement Agent. Persons to whom a copy of this Offer Document has been issued shall not circulate to any other person, reproduce or otherwise distribute this Offer Document or any information herein for any purpose whatsoever nor permit or cause the same to occur.

15

DETAILS OF THE INVITATION

LISTING ON CATALIST CIMB has on our behalf made an application to the SGX-ST for permission to deal in, and for quotation of, all our Shares already issued (including the Vendor Shares), the New Shares, the Performance Shares and the Option Shares, on Catalist. Such permission will be granted when our Company has been admitted to Catalist. Acceptances of applications and the allotment and allocation of the Invitation Shares will be conditional upon, inter alia, the completion of the Invitation, which is subject to certain conditions, including permission being granted by the SGX-ST to deal in, and for quotation of, all our existing issued Shares (including the Vendor Shares), the New Shares, the Performance Shares and the Option Shares. If the completion of the Invitation does not occur, or the said permission from the SGX-ST is not granted for any reason, monies paid in respect of any application accepted will be returned to you at your own risk, without interest or any share of revenue or other benet arising therefrom and you will not have any claim against our Company, the Vendors, the Sponsor or the Underwriter and Placement Agent. No Shares will be allotted or allocated on the basis of this Offer Document later than six (6) months after the date of registration of this Offer Document by the SGX-ST, acting as agent on behalf of the Authority. Companies listed on Catalist may carry higher investment risk when compared with larger or more established companies listed on the SGX-ST Main Board. In particular, companies may list on Catalist without a track record of protability and there is no assurance that there will be a liquid market in the shares or units of shares traded on Catalist. You should be aware of the risks of investing in such companies and should make the decision to invest only after careful consideration and, if appropriate, consultation with your professional adviser(s). Neither the Authority nor the SGX-ST has examined or approved the contents of this Offer Document. Neither the Authority nor the SGX-ST assumes any responsibility for the contents of this Offer Document, including the correctness of any of the statements or opinions made or reports contained in this Offer Document. The SGX-ST does not normally review the application for admission but relies on the Sponsor conrming that our Company is suitable to be listed and complies with the Catalist Rules. Admission to Catalist is not to be taken as an indication of the merits of the Invitation, our Company, our subsidiaries, our existing issued Shares (including the Vendor Shares), the New Shares, the Performance Shares and the Option Shares. A copy of this Offer Document has been lodged with and registered by the SGX-ST, acting as agent on behalf of the Authority. Registration of the Offer Document by the SGX-ST, acting as agent on behalf of the Authority, does not imply that the SFA or any other legal or regulatory requirements, have been complied with. The SGX-ST has not, in any way, considered the merits of our existing issued Shares (including the Vendor Shares), the New Shares, the Performance Shares or the Option Shares, as the case may be, being offered or in respect of which an invitation is made, for investment. We have not lodged or registered this Offer Document in any other jurisdiction. We and the Vendors are subject to the provisions of the SFA, the SFR and the Catalist Rules regarding corporate disclosure. In particular, pursuant to Section 241 of the SFA, if after the registration of this Offer Document but before the close of the Invitation, we and the Vendors become aware of: (a) (b) a false or misleading statement or matter in this Offer Document; an omission from this Offer Document of any information that should have been included in it under the SFA, the SFR or the Catalist Rules; or a new circumstance that has arisen since this Offer Document was lodged with the SGX-ST, acting as agent on behalf of the Authority and which would have been required by the SFA, the SFR or the Catalist Rules to be included in this Offer Document if it had arisen before this Offer Document was lodged,

(c)

that is materially adverse from the point of view of an investor, we and the Vendors may lodge a supplementary or replacement offer document with the SGX-ST acting as agent on behalf of the Authority pursuant to Section 241 of the SFA. 16

In the event that a supplementary or replacement Offer Document is lodged with the SGX-ST acting as agent on behalf of the Authority, the Invitation shall be kept open for at least 14 days after the lodgement of such supplementary or replacement Offer Document. Where prior to the lodgement of the supplementary or replacement offer document, applications have been made under this Offer Document to subscribe for and/or purchase the Invitation Shares and: (a) where the Invitation Shares have not been issued and/or transferred to the applicants, we (for our Company as well as on behalf of the Vendors) shall either: (i) within two (2) days (excluding any Saturday, Sunday or public holiday) from the date of lodgement of the supplementary or replacement offer document, give the applicants notice in writing of how to obtain, or arrange to receive, a copy of the supplementary or replacement offer document, as the case may be, and provide the applicants with an option to withdraw their applications, and take all reasonable steps to make available within a reasonable period the supplementary or replacement offer document, as the case may be, to the applicants who have indicated they wish to obtain, or who have arranged to receive, a copy of the supplementary or replacement offer document; within seven (7) days from the date of lodgement of the supplementary or replacement offer document, give the applicants the supplementary or replacement offer document, as the case may be, and provide the applicants with an option to withdraw their applications; or treat the applications as withdrawn and cancelled, in which case the applications shall be deemed to have been withdrawn and cancelled, and we (for our Company as well as on behalf of the Vendors) shall, within seven (7) days from the date of lodgement of the supplementary or replacement offer document, pay the applicants all monies the applicants have paid on account of their applications for the Invitation Shares without interest or any share of revenue or other benet arising therefrom and at the applicants own risk and the applicants shall not have any claim against us, the Vendors, the Sponsor and/or the Underwriter and Placement Agent; or

(ii)

(iii)

(b)

where the Invitation Shares have been issued and/or transferred to the applicants, we (for our Company as well as on behalf of the Vendors) shall either: (i) within two (2) days (excluding any Saturday, Sunday or public holiday) from the date of lodgement of the supplementary or replacement offer document, give the applicants notice in writing of how to obtain, or arrange to receive, a copy of the same and provide the applicants with an option to return to us (for our Company as well as on behalf of the Vendors) the Invitation Shares which they do not wish to retain title in, and take all reasonable steps to make available within a reasonable period the supplementary or replacement offer document, as the case may be, to the applicants who have indicated they wish to obtain, or who have arranged to receive, a copy of the supplementary or replacement offer document; within seven (7) days from the date of lodgement of the supplementary or replacement offer document, give the applicants the supplementary or replacement offer document, as the case may be, and provide the applicants with an option to return to us (for our Company as well as on behalf of the Vendors) the Invitation Shares which they do not wish to retain title in; or (A) in the case of the New Shares, deem the issue as void and refund the applicants payments for the New Shares (without interest or any share of revenue or other benets arising therefrom and at the applicants own risk) within seven (7) days from the date of lodgment of the supplementary or replacement offer document; and in the case of Vendor Shares, deem the sale of the Vendor Shares as void, and in the case where documents to evidence title to the Vendor Shares (the title documents) have been issued to the applicants, within seven (7) days from the date of lodgment of the supplementary or replacement offer document, inform the applicants to return the title documents within 14 Market Days from the date of lodgment of the 17

(ii)

(iii)

(B)

supplementary or replacement offer document, and within seven (7) days from receipt of the title documents or the date of lodgment of the supplementary or replacement offer document, whichever is the later, refund the applicants payments for the Vendor Shares (without interest or any share of revenue or other benets arising therefrom and at the applicants own risk), and the applicants shall not have any claim against our Company, the Vendors, the Sponsor and the Underwriter and Placement Agent. An applicant who wishes to exercise his option under paragraph (a)(i) or (ii) to withdraw his application shall, within 14 days from the date of lodgement of the supplementary or replacement offer document, notify us of this, whereupon we (for our Company as well as on behalf of the Vendors) shall, within seven (7) days from the receipt of such notication, pay to him all monies paid by him on account of his application for the Invitation Shares without interest or any share of revenue or other benet arising therefrom and at the applicants own risk and the applicant shall not have any claim against us, the Vendors, the Sponsor and/or the Underwriter and Placement Agent. An applicant who wishes to exercise his option under paragraph (b)(i) or (ii) to return the Invitation Shares issued and/or transferred to him shall, within 14 days from the date of lodgement of the supplementary or replacement offer document, notify us of this and return all documents, if any, purporting to be evidence of title to those Invitation Shares, to us, whereupon we (for our Company as well as on behalf of the Vendors) shall, within seven (7) days from the receipt of such notication and documents, if any, pay to him all monies paid by him for those Invitation Shares without interest or any share of revenue or other benet arising therefrom and at his own risk, and the issue and/or transfer of those Invitation Shares shall be deemed to be void, and he shall not have any claim against us, the Vendors, the Sponsor and/or the Underwriter and Placement Agent. The Authority, the SGX-ST (acting as agent on behalf of the Authority) or other competent authority may, in certain circumstances issue a stop order (the Stop Order) to our Company, directing that no or no further Invitation Shares be alloted, allocated, issued and/or sold. In the event that the Authority issues a Stop Order and applications to subscribe for and/or purchase the Invitation Shares have been made prior to the Stop Order, then: (a) where the Invitation Shares have not been issued and/or transferred to the applicants, the applications of the Invitation Shares pursuant to the Invitation shall be deemed to have been withdrawn and cancelled and we (for our Company as well as on behalf of the Vendors) shall, within 14 days from the date of the Stop Order, pay to the applicants all monies the applicants have paid on account of their applications for the Invitation Shares; or where the Invitation Shares have been issued and/or transferred to the applicants, the issue and/or transfer of the Invitation Shares pursuant to the Invitation shall be deemed to be void and we (for our Company as well as on behalf of the Vendors) shall, within 14 days from the date of the Stop Order, pay to the applicants all monies paid by them for the Invitation Shares,

(b)

and the applicants shall not have any claim against our Company, the Vendors, the Sponsor or the Underwriter and Placement Agent. Such monies paid in respect of an application will be returned to the applicants at their own risk, without interest or any share of revenue or other benet arising therefrom, and they will not have any claim against us, the Vendors, the Sponsor and/or the Underwriter and Placement Agent. This Offer Document has been seen and approved by our Directors and the Vendors and they collectively and individually accept full responsibility for the accuracy of the information given in this Offer Document and conrm after making all reasonable enquiries, that to the best of their knowledge and belief, this Offer Document constitutes full and true disclosure of all material facts about the Invitation and our Group, and our Directors and the Vendors are not aware of any facts the omission of which would make any statement in this Offer Document misleading. Where information in this Offer Document has been extracted from published or otherwise publicly available sources or obtained from a named source, the sole responsibility of our Directors and the Vendors has been to ensure that such information has been accurately and correctly extracted from those sources and/or reproduced in this Offer Document in its proper form and context. 18

Neither our Company, the Vendors, the Sponsor, the Underwriter and Placement Agent, nor any other parties involved in the Invitation is making any representation to any person regarding the legality of an investment by such person under any investment or other laws or regulations. No information in this Offer Document should be considered as being business, legal or tax advice regarding an investment in our Shares. Each prospective investor should consult his own professional or other advisers for business, legal or tax advice regarding an investment in our Shares. No person has been or is authorised to give any information or to make any representation not contained in this Offer Document in connection with the Invitation and, if given or made, such information or representation must not be relied upon as having been authorised by us, the Vendors, the Sponsor and the Underwriter and Placement Agent. Neither the delivery of this Offer Document and the Application Forms nor any documents relating to the Invitation, nor the Invitation shall, under any circumstances, constitute a continuing representation or create any suggestion or implication that there has been no change in the affairs of our Company or our subsidiaries or in any statements of fact or information contained in this Offer Document since the date of this Offer Document. Where such changes occur and are material or required to be disclosed by law, the SGX-ST and/or any other regulatory or supervisory body or agency, we will comply with the relevant provisions and, if required, make an announcement of the same to the SGX-ST and to the public and/or lodge a supplementary or replacement offer document with the SGX-ST acting as agent on behalf of the Authority. 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 Offer Document, nothing herein is, or may be relied upon as, a promise or representation as to our future performance or policies. The Invitation Shares are offered for subscription for and/or purchase solely on the basis of the instructions contained and representations made in the Offer Document. This Offer Document has been prepared solely for the purpose of the Invitation and may not be relied upon by any persons other than the applicants in connection with their application for the Invitation Shares or for any other purpose. This Offer Document does not constitute an offer, solicitation or invitation to subscribe for and/or purchase the Invitation Shares in any jurisdiction in which such offer, solicitation or invitation is unlawful or unauthorised nor does it constitute an offer, solicitation or invitation to any person to whom it is unlawful to make such offer, solicitation or invitation. Copies of this Offer Document and the Application Forms may be obtained on request, subject to availability during ofce hours, from:

CIMB Securities (Singapore) Pte. Ltd.

CIMB Investment Centre 50 Rafes Place #01-01 Singapore Land Tower Singapore 048623 A copy of this Offer Document is also available on the SGX-ST website, http://www.sgx.com. The Application List will open immediately upon the registration of this Offer Document by the SGX-ST acting as agent on behalf of the Authority and will remain open until 12.00 noon on 15 January 2014 or for such further period or periods as our Directors and the Vendors may, in consultation with the Sponsor and the Underwriter and Placement Agent, in their absolute discretion decide, subject to any limitation under all applicable laws and regulations. In the event a supplementary offer document or replacement offer document is lodged with the SGX-ST acting as agent on behalf of the Authority, the Application List will remain open for at least 14 days after the lodgement of the supplementary or replacement offer document. Details of the procedures to subscribe for and/or purchase the Invitation Shares are set out in Appendix H of this Offer Document.

19

INDICATIVE TIMETABLE FOR LISTING

An indicative timetable for the Invitation and trading in our Shares is set out below: Indicative date/time 15 January 2014, 12.00 noon 16 January 2014 Event Close of Application List Balloting of applications, if necessary (in the event of oversubscription for and/or purchase of the Offer Shares) Commence trading on a ready basis Settlement date for all trades done on a ready basis

17 January 2014, 9.00 a.m. 22 January 2014

The above timetable is only indicative as it assumes that the date of closing of the Application List is 15 January 2014, the date of admission of our Company to Catalist is 17 January 2014, the SGX-STs shareholding spread requirement will be complied with and the Invitation Shares will be allotted and/or allocated and fully paid-up prior to 17 January 2014. The above timetable and procedures may be subject to such modications as the SGX-ST may, in its absolute discretion, decide, including the decision to permit commencement of trading on a ready basis and the commencement date of such trading. In the event of any changes in the closure of the Application List or the time 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 website, http://www.sgx.com; and in a major local English newspaper.

(b)

We will publicly announce the level of subscription for and/or purchase of the Invitation Shares and the basis of allotment and/or allocation of the Invitation Shares as soon as it is practicable after the close of the Application List through the channels described in (a) and (b) above. We and the Vendors reserve the right to reject or accept, in whole or in part, or to scale down or ballot any application for the Invitation Shares, without assigning any reason therefor, and no enquiry and/or correspondence on our decision will be entertained. In deciding the basis of allotment and/or allocation, due consideration will be given to the desirability of allotting and/or allocating the Invitation Shares to a reasonable number of applicants with a view to establish an adequate market for our Shares. Investors should consult the SGX-ST announcement on the ready trading date on the internet (at the 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.

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PLAN OF DISTRIBUTION
The Invitation The Invitation is for 80,000,000 Invitation Shares comprising 40,000,000 New Shares and 40,000,000 Vendor Shares offered in Singapore by way of public offer and placement comprising 1,500,000 Offer Shares and 78,500,000 Placement Shares respectively and managed by CIMB and underwritten by CIMB Securities. Prior to the Invitation, there has been no public market for our Shares. The Invitation Price is determined by our Company and the Vendors following consultation with the Sponsor and the Underwriter and Placement Agent, taking into consideration, inter alia, the prevailing market conditions and estimated market demand for our Shares (including the New Shares and the Vendor Shares) determined through a book-building process. The Invitation Price is the same for all Invitation Shares and is payable in full on application. Pursuant to the Management and Sponsorship Agreement, we and the Vendors have appointed CIMB and CIMB has agreed to manage and sponsor the Invitation. Offer Shares The Offer Shares are made available to the members of the public in Singapore for subscription and/or purchase at the Invitation Price. The terms, conditions and procedures for application and acceptance are set out in Appendix H of this Offer Document entitled Terms, Conditions and Procedures for Application and Acceptance. An applicant who has made an application for Offer Shares by way of an Application Form may not make another separate application for Offer Shares by way of an Electronic Application and vice versa. Such separate applications shall be deemed to be multiple applications and shall be rejected. Pursuant to the Underwriting and Placement Agreement, CIMB Securities has agreed to underwrite our offer of the Offer Shares for a commission of three per cent. (3.0%) of the Invitation Price for each Offer Share (Underwriting Commission), payable by our Company and the Vendors (in the proportion in which the Offer Shares are offered by our Company and the Vendors) pursuant to the Invitation. CIMB Securities may, at its absolute discretion, appoint one (1) or more sub-underwriters for the Offer Shares. Brokerage will be paid by our Company to members of the SGX-ST, merchant banks and members of the Association of Banks in Singapore in respect of successful applications made on Application Forms bearing their respective stamps, or to Participating Banks in respect of successful applications made through Electronic Applications at their respective ATMs or IB websites at the rate of 0.25% of the Invitation Price for each Offer Share or in the case of DBS Bank, 0.75% of the Invitation Price for each Offer Share. This brokerage has already been included in the Underwriting Commission stated above. In addition, DBS Bank will levy a minimum brokerage fee of S$10,000. In the event of an under-subscription for and/or purchase of the Offer Shares as at the close of the Application List, that number of Offer Shares not applied for shall be made available to satisfy excess applications for the Placement Shares to the extent there is an over-subscription for the Placement Shares as at the close of the Application List. In the event of an over-subscription for and/or purchase of the Offer Shares as at the close of the Application List and/or the Placement Shares are fully subscribed or over-subscribed and/or purchased as at the close of the Application List, the successful applications for the Offer Shares will be determined by ballot or otherwise as determined by our Directors and the Vendors after consultation with the Sponsor and the Underwriter and Placement Agent and approved by the SGX-ST.

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Placement Shares The Placement Shares are made available to members of the public and institutional investors in Singapore. Application for the Placement Shares may only be made by way of the Application Forms. The terms, conditions and procedures for application and acceptance are set out in Appendix H of this Offer Document entitled Terms, Conditions and Procedures for Application and Acceptance. Pursuant to the Underwriting and Placement Agreement, CIMB Securities has agreed to subscribe for and/or purchase, or procure subscriptions for and/or purchases of the Placement Shares for a placement commission of three per cent. (3.0%) of the Invitation Price for each Placement Share, payable by our Company and the Vendors (in the proportion in which the Placement Shares are offered by our Company and the Vendors). The Placement Agent may, at its absolute discretion, appoint one (1) or more subplacement agents for the Placement Shares. Purchasers and subscribers of the Placement Shares may be required to pay a brokerage of up to one per cent. (1.0%) of the Invitation Price to the Placement Agent (and the prevailing GST thereon, if applicable). The Underwriting and Placement Agreement is conditional upon, among other things, the Management and Sponsorship Agreement not having been terminated or rescinded pursuant to the provisions of the Management and Sponsorship Agreement. In the event of an under-subscription and/or purchase of the Placement Shares as at the close of the Application List, that number of Placement Shares not subscribed for and/or purchased shall be made available to satisfy excess applications for the Offer Shares to the extent that there is an over-subscription for and/or purchase of the Offer Shares as at the close of the Application List. Subscription for Invitation Shares To the best of our knowledge and belief, none of our Directors (including our Independent Directors) or Substantial Shareholders intends to subscribe for and/or purchase the Invitation Shares in the Invitation. If such person(s) were to make an application for Invitation Shares and are subsequently allotted and/or allocated such number of Invitation Shares, we will make the necessary announcements at an appropriate time. To the best of our knowledge and belief, none of the members of our management or employees intends to subscribe for and/or purchase more than ve per cent. (5.0%) of the Invitation Shares in the Invitation. To the best of our knowledge and belief, as at the date of this Offer Document, we are not aware of any person who intends to subscribe for and/or purchase more than ve per cent. (5.0%) of the Invitation Shares. However, through a book-building process to assess market demand for our Shares, there may be person(s) who may indicate an interest to subscribe for and/or purchase Shares amounting to more than ve per cent. (5.0)% of the Invitation Shares. If such person(s) were to make an application for more than ve per cent. (5.0%) of the Invitation Shares and are subsequently allotted and/or allocated such number of Shares, we will make the necessary announcements at an appropriate time. The nal allotment and/or allocation of Shares will be made in accordance with the shareholding spread and distribution guidelines as set out in the Catalist Rules. No Shares shall be allotted and/or allocated on the basis of this Offer Document later than six (6) months after the date of registration of this Offer Document by the SGX-ST, acting as agent on behalf of the Authority.

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OFFER DOCUMENT SUMMARY

The information contained in this summary is derived from, and should be read in conjunction with, the full text of this Offer Document. As it is a summary, it does not contain all of the information that prospective investors should consider before investing in our Shares. Prospective investors should read this entire Offer Document carefully, especially the section entitled Risk Factors of this Offer Document and our nancial statements and related notes before deciding on whether or not to invest in our Shares. Under no circumstances should any information in this summary be regarded as a representation or warranty by our Company, the Vendors, the Sponsor and/or the Underwriter and Placement Agent that such information will not change. OUR GROUP Our Company was incorporated in the Republic of Singapore on 12 December 2012 under the Companies Act as a private limited company, under the name of EuroSports Global Pte. Ltd.. Pursuant to the Restructuring Exercise, our Company became the holding company of our subsidiaries, namely EuroSports Auto, EuroAutomobile, GTA Singapore and deLaCour Singapore. On 5 December 2013, our Company was converted into a public company limited by shares and we changed our name to EuroSports Global Limited. Please refer to the section entitled Restructuring Exercise of this Offer Document for further details. OUR BUSINESS We specialise in the business of distribution of ultra-luxury automobiles and luxury automobiles and provision of after-sales services. Our automobile distribution business retails new ultra-luxury automobiles and luxury automobiles as well as pre-owned automobiles. As at the Latest Practicable Date, we carry automobile brands comprising mainly Lamborghini, Pagani and Alfa Romeo, and customised automobiles supplied by Touring Superleggera. The provision of our after-sales services includes sales of automobile parts and accessories. Incidentally, we also operate an automobile leasing business as an ancillary business complementing our automobile distribution business. Since September 2012, we have embarked on the luxury watch distribution and retail business. Our revenue was substantially derived from our sale of new and pre-owned automobiles, which accounted for approximately 95.4%, 95.7%, 91.0%, 94.7% and 88.7% of our total revenue for FY2011, FY2012, FY2013, 1Q2013 and 1Q2014 respectively. Revenue from the provision of after-sales services accounted for approximately 4.6%, 4.3%, 6.4%, 5.3% and 7.9% of our total revenue in FY2011, FY2012, FY2013, 1Q2013 and 1Q2014 respectively. Revenue from our sale of watches accounted for approximately 2.6% and 3.4% of our total revenue for FY2013 and 1Q2014. Revenue from our automobile leasing business has not been signicant for the Period under Review. Further details are set out in the sections entitled General Information on our Group History and Development and General Information on our Group Business Overview of this Offer Document. COMPETITIVE STRENGTHS Our competitive strengths are:

We have developed strong relationships with our customers through personalised and quality customer service We place great emphasis on understanding the needs and requirements of our customers and providing them with the quality services that they would expect. In keeping with the ultra-luxury or luxury branding and image of the automobiles we sell, we ensure that our service standards match up to such expectations by putting the right people in the right place to provide sales or after-sales services of the highest standards. We believe that our emphasis on personalised customer service has contributed to a high level of repeat sales to existing customers.

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We carry strong and well-established automobile brands We carry strong and well-established automobile brands, including Lamborghini which is a wellestablished automobile brand both globally and in Singapore. The strength of the automobile brands we carry, coupled with our focused sales and marketing activities, has been a key contributor to our growth.

We maintain an established relationship with automobile manufacturers As at the Latest Practicable Date, we are the only authorised dealer for Lamborghini automobiles in Singapore, and the exclusive distributor for Alfa Romeo automobiles in Singapore. We have an established relationship with these two existing automobile manufacturers, both in terms of the length of time we have been working together and the depth of our working relationships with them. We believe that our strong and long-standing relationships with these existing automobile manufacturers, strong sales, high customer satisfaction and proven track record place us in a favourable position to maintain the existing distributorships and/or dealerships with these automobile manufacturers. We also believe that our reputation as an ultra-luxury automobiles and luxury automobiles dealership group gives us competitive advantages in obtaining new distributorships and/or dealerships from other automobile manufacturers in Singapore or overseas in the future.

We have an experienced and committed management team with proven track record Our Group is led by our Executive Chairman and CEO, Melvin Goh, who has more than 30 years of experience in the automobile industry. Our Executive Director and Deputy CEO, Andy Goh, has over 28 years of experience in the automobile industry and our COO, Dennis Yang Yung Kang, has more than 35 years of relevant experience and in-depth expertise in the automobile industry.

For further details, please refer to the section entitled General Information on our Group Competitive Strengths of this Offer Document. BUSINESS STRATEGIES AND FUTURE PLANS

Expansion of our operations locally and into other markets and acquisitions of new distributorships and/or dealerships We intend to grow our distribution network locally and into other emerging markets in the region. To this end, we may expand our distribution network for our existing products into overseas markets or secure distributorships and/or dealerships for new ultra-luxury automobiles and/or luxury automobiles. For overseas expansion, we may acquire local existing distributorships or dealerships which are already in the ultra-luxury automobile and luxury automobile markets in that country.

Construction of improved or new facilities for our operations We intend to expand our operations by way of acquiring and/or constructing improved or new facilities to house our ofces, showrooms, service centres and automobile parts and accessories stores. As at the Latest Practicable Date, we have constructed an annex to our premises at 30 Teban Gardens Crescent. In addition, we have plans to construct new facilities, consisting of ofces, showrooms, service centres and automobile parts and accessories stores, at 7 and 9 Chang Charn Road.

Diversication into other luxury lifestyle businesses We have plans to diversify into other businesses in the luxury segment in order to leverage on our established pool of high net worth customers. These businesses will complement our automobile distribution business by providing more luxury lifestyle product choices to our existing customers. In line with our vision to be a provider of luxury lifestyle products, we have embarked on the luxury watch distribution and retail business.

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Expand our business through joint ventures and strategic alliances We may also expand our businesses through joint ventures and strategic alliances which we believe will complement our current and future businesses.

For further details, please refer to the section entitled General Information on our Group Business Strategies and Future Plans of this Offer Document. SUMMARY OF OUR FINANCIAL INFORMATION The following table represents a summary of the nancial highlights of our Group. The data presented in this table is derived from the Audited Combined Financial Statements, the Unaudited Interim Combined Financial Statements, the section entitled Selected Combined Financial Information and the nancial statements and notes thereto which are included elsewhere in this Offer Document. You should read those sections and the section entitled Managements Discussion and Analysis of Financial Position and Results of Operations of this Offer Document for a further explanation of the nancial data summarised here. Selected Items from the Combined Statements of Comprehensive Income of our Group
Audited S$000 Revenue Gross Prot Prot Before Tax Prot, Net of Tax FY2011 107,178 12,527 3,260 2,726 FY2012 113,042 18,529 9,327 7,636 FY2013 86,368 17,197 8,345 6,719 Unaudited 1Q2013 25,648 5,560 3,490 2,897 1Q2014 19,563 4,905 2,602 2,159

Selected Items from the Combined Statements of Financial Position of our Group
S$000 Non-Current Assets Current Assets Total Equity Non-Current Liabilities Current Liabilities Audited as at 31 March 2013 22,279 32,247 8,857 13,867 31,802 Unaudited as at 30 June 2013 23,775 26,936 11,016 15,159 24,536

WHERE YOU CAN FIND US Our registered ofce and business address is at 30 Teban Gardens Crescent Singapore 608927. Our telephone number is +65 6565 5995 and our facsimile number is +65 6567 5515. Our website is http://www.eurosportsglobal.com. Information contained on our website does not constitute part of this Offer Document.

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THE INVITATION
Invitation Size : 80,000,000 Invitation Shares offered in Singapore comprising 40,000,000 New Shares and 40,000,000 Vendor Shares. The New Shares, upon allotment and issue, will rank pari passu in all respects with the existing issued Shares (including the Vendor Shares). Invitation Price The Offer : : S$0.28 for each Invitation Share, payable in full on application. The Offer comprises an offering by our Company and the Vendors to the public in Singapore to subscribe for and/or purchase 1,500,000 Offer Shares at the Invitation Price, subject to and on the terms and conditions of this Offer Document. In the event of an under-subscription for and/or purchase of the Offer Shares, that number of Offer Shares not subscribed for and/or purchased shall be used to satisfy excess applications for the Placement Shares to the extent that there is an oversubscription for and/or purchase of the Placement Shares as at the close of the Application List. The Placement : The Placement comprises a placement by the Placement Agent on behalf of our Company and the Vendors of 78,500,000 Placement Shares at the Invitation Price, subject to and on the terms and conditions of this Offer Document. In the event of an under-subscription for and/or purchase of the Placement Shares, that number of Placement Shares not subscribed for and/or purchased shall be used to satisfy excess applications for the Offer Shares to the extent that there is an over-subscription for and/or purchase of the Offer Shares as at the close of the Application List. Purpose of the Invitation : Our Directors believe that the Invitation and quotation of our Shares on Catalist will enhance our public image and enable us to tap the capital markets to fund our business growth. It will also provide members of the public, our employees, business associates and those who have contributed to our success with an opportunity to participate in the equity of our Company. The Invitation will also enlarge our capital base for continued expansion of our business. Prior to the Invitation, there has been no public market for our Shares. Our Shares will be quoted on Catalist, subject to the admission of our Company to Catalist and permission for dealing in, and for quotation of, our Shares being granted by the SGX-ST. Investing in our Shares involves risks which are described in the section entitled Risk Factors of this Offer Document.

Listing Status

Risk Factors

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RISK FACTORS
An investment in our Shares involves a number of risks, some of which, including market, liquidity, credit, operational, legal and regulatory risks, could be substantial and are inherent in our business. Prospective investors should carefully consider and evaluate each of the following considerations and all the other information set forth in this Offer Document (including the nancial statements and the notes thereto) before deciding to invest in our Shares. Some of the following considerations relate principally to the industry in which we operate and our business in general. Other considerations relate principally to general economic, political and regulatory conditions, the securities markets and ownership of our Shares, including possible future dilution in the value of our Shares. These are not the only risks we face. Some risks are not yet known to us and there may be others which we currently believe are not material but may subsequently turn out to be so. Factors that affect the price of our Shares may change, and the following should not be construed as a comprehensive listing of all the risk factors. Prospective investors are advised to apprise themselves of all factors involving the risks of investing in our Shares from their professional advisers before making any decision to invest in our Shares. If any of the following considerations, risks and uncertainties develops into actual events, our nancial position, results of operations, business operations, prospects and/or any investment in our Shares could be, directly or indirectly, materially and adversely affected. In the event that this occurs, the trading price of our Shares could uctuate or decline due to any of these considerations, risks and uncertainties and investors may lose all or part of their investment in our Shares. This Offer Document also contains forward-looking statements having direct and/or indirect implications on our future performance. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the risks and uncertainties faced by us described below and elsewhere in this Offer Document including in the section entitled Managements Discussion and Analysis of Financial Position and Results of Operations. RISKS RELATING TO OUR BUSINESS AND INDUSTRY We are dependent on the sales of Lamborghini automobiles Revenue from our sales of new Lamborghini automobiles accounted for approximately 54.5%, 51.6%, 58.9% and 51.7% of our total revenue for FY2011, FY2012, FY2013 and 1Q2014 respectively. Accordingly, as at the Latest Practicable Date, we are dependent upon the sales of Lamborghini automobiles. The Lamborghini Agreement is valid indenitely until either party terminates it by giving prior written notice of at least 12 months. Additionally, the Lamborghini Manufacturer is entitled to terminate the Lamborghini Agreement with immediate effect upon notice under certain circumstances, including insolvency and liquidation arrangements against us, criminal or administrative investigations or proceedings concerning us, failure on our part to obtain any consent of the Lamborghini Manufacturer when required and breach on our part of any material obligations under the Lamborghini Agreement. Should the Lamborghini Agreement be terminated, and in the event we are unable to nd an alternative brand of automobiles for distribution, our business, nancial position and results of operations may be adversely affected. Our business is subject to measures taken by the Singapore government in relation to automobile ownerships Due to limited geographic land area and high population density in Singapore, the Singapore government may take measures to limit automobile ownerships in Singapore from time to time. Any measures taken by the Singapore government to limit automobile ownerships, especially those measures which are likely to lead to an increase in the costs of owning and maintaining an automobile, are likely to lead to less demand and/or cancellations of existing orders for our automobiles. This may affect our sales of automobiles and cause a decline in our Groups revenue, which may in turn have an adverse impact on our business, nancial position and results of operations.

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Presently, the LTA has in place dual measures, namely the electronic road pricing system and the vehicle quota system, to address the trafc congestion problems arising from the increasing automobile ownerships. Any measures which are taken by the Singapore government to limit the number of available COEs for the automobile models that we carry may affect our sales of automobiles. For instance, in September 2013, the LTA introduced a new set of categorisation criteria in relation to automobiles with engine capacity of not exceeding 1,600 cc. In addition to the existing criterion that the engine capacity does not exceed 1,600 cc, the LTA has added a new criterion that the engine power of the automobile should not exceed 130 bhp. The change applies to automobiles which are registered with COEs obtained from the rst COE bidding exercise in February 2014. This may affect the pricing of automobiles which fall under the aforesaid categorisation criteria, particularly our Alfa Romeo automobiles. In addition, the LTA imposes an additional registration fee upon registration of an automobile. As announced in the Singapore Budget 2013, a new tiered additional registration fees structure was introduced to replace the original registration fee of a 100% at rate of open market value. Under the new structure, the additional registration fees for automobile models with open market values of up to S$20,000 will remain at the rate of 100%, the next S$30,000 of open market value of the automobile will attract a rate of 140% and any open market value beyond S$50,000 will attract a rate of 180%. The new tiered structure applies to every automobile that is registered with COEs obtained from the rst COE bidding exercise in March 2013. The new tiered additional registration fee structure may cause an increase in the cost of sales of our ultra-luxury automobile and luxury automobiles, particularly for automobile models with open market values above S$20,000. If we are unable to identify and adopt appropriate means to reduce costs or pass on such increase in costs to our customers, sales of our automobiles will be adversely affected. By way of illustration only, the open market value of the Lamborghini Aventador model is approximately S$0.40 million and, accordingly, it would be subject to the additional registration fee rate of 180%. The additional registration fee for the Lamborghini Aventador model has increased by approximately S$0.30 million, from approximately S$0.40 million to approximately S$0.70 million, under the new structure. Further, on 25 February 2013, the Authority announced the following nancing restrictions on automobile loans granted by nancial institutions, which took effect as of 26 February 2013: (a) For automobiles with an open market value that does not exceed S$20,000, the maximum loan quantum is 60% of the purchase price; For automobiles with an open market value of more than S$20,000, the maximum loan quantum is 50% of the purchase price; and The tenure of an automobile loan will be capped at ve (5) years.

(b)

(c)

Accordingly, under the tightened automobile loan rules, our customers are required to place higher down payments for their automobiles and to settle the automobile loan within ve (5) years. In the event that our customers are unable to obtain nancing to fund their purchases of our automobiles as a result of the tightened automobile loan rules, sales of our automobiles will be adversely affected. Please refer to the section entitled Government Regulations of this Offer Document for further details. Our sales of automobiles are dependent on the market demand for automobiles Our sales of automobiles are dependent on the overall market demand for automobiles, which may be affected by a variety of factors, such as economic conditions, personal disposable income and measures taken by the government. For instance, as described in the sub-section entitled Our business is subject to measures taken by the Singapore government in relation to automobile ownerships above, the new tiered additional registration fee structure could cause an increase in our automobile prices. In addition, the recent automobile nancing restrictions introduced by the Authority could affect customers ability to nance their purchases of our automobiles. These may cause a decrease in customers demand for our automobiles, which will in turn have an adverse effect on our business, revenue and prots.

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Further, business of the automobile dealers who purchase our pre-owned automobiles, may be adversely affected due to, inter alia, the tightened automobile loan rules, which make their automobiles more difcult to sell. Accordingly, such automobile dealers may not be able to purchase our pre-owned automobiles. If we are unable to sell our inventory of pre-owned automobiles, it may affect our ability to offer trade-in services for our customers who intend to purchase our new automobiles. This will in turn affect our sales of new automobiles. We are dependent on automobile manufacturers other than the Lamborghini Manufacturer In addition to the Lamborghini Manufacturer, we also rely on other automobile manufacturers for the rights to sell new automobiles and automobile parts and accessories. As at the Latest Practicable Date, we have entered into distributorship and/or dealership agreements with the Lamborghini Manufacturer, Pagani Manufacturer, Alfa Romeo Manufacturer and Touring Superleggera. Our rights to market and/or sell new automobiles and automobile parts and accessories are governed by our distributorship and/or dealership agreements with the respective automobile manufacturers. Our distributorship and dealership agreements are for an indenite period or for a xed period of time and are typically automatically renewed. However, automobile manufacturers are entitled to terminate their distributorship and/or dealership agreement with immediate effect upon notice under certain circumstances, including insolvency and liquidation arrangements against us, criminal or administrative investigations or proceedings concerning us, failure on our part to obtain any consent of the automobile manufacturers when required, and breach on our part of any material obligations under the agreements. Please refer to the section entitled General Information on our Group Our Distributorship and Dealership Arrangements of this Offer Document for further details. There can be no assurance that automobile manufacturers will not terminate any existing agreements or that we will be able to successfully renew our agreements with the existing automobile manufacturers on a timely basis, on commercially acceptable terms, or at all. If any of our agreements with the existing automobile manufacturers is terminated or not renewed on current terms or at all, our business, nancial position and results of operations may be adversely affected. In addition, we have previously, on occasions, obtained more favourable terms from the automobile manufacturers in terms of, inter alia, pricing, marketing, logistical and insurance arrangements, which are typically determined by various factors, such as our relationship with the automobile manufacturers, volume of orders and sales, customer satisfaction indexes and track records. However, there can be no assurance that we will continue to obtain such favourable terms from the automobile manufacturers. In the event that we are unable to obtain such favourable terms from some or all automobile manufacturers, our business, nancial position and results of operations may be adversely affected. Further, sales of new automobiles of a particular automobile manufacturer are affected by its ability to anticipate changes in consumer preferences and requirements and thereby roll out new automobile models. The supply of new automobiles is dependent on the automobile manufacturers production capacity and its ability to deliver its products in accordance with our orders and requirements on a timely basis. In the event that automobile manufacturers nancial positions or business continuity, or their abilities to design, market or manufacture new automobiles or automobile parts and accessories, are adversely affected, or in the event that they are unable to meet our orders and requirements, our business, nancial position and results of operations may be adversely affected. For instance, we have entered or may enter into distributorship and/or dealership arrangements with automobiles manufacturers which are less established, for example GTA Spain, when compared with larger or more established automobile manufacturers. They may have limited operating history and nancial resources. In the event that such automobile manufacturers nancial positions or business continuity are adversely affected, they may not have sufcient resources to deliver our orders and our deposit payments made to such automobile manufacturers, if any, may not be refunded, fully or partially. In such an event, our business, nancial position and results of operations may be adversely affected.

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We are dependent on our Executive Directors and key management personnel We believe that the success and growth of our business depends signicantly on the expertise and experience of our Executive Directors and key management personnel. Our Executive Chairman and CEO, Melvin Goh, is one of our co-founders and has been the executive director of our Group since its establishment in 1998. He has been instrumental in our Groups overall management, formulating our Groups strategic focus and directions, developing and maintaining relationships with our suppliers and customers as well as overseeing our Groups general operations. Our Executive Director and Deputy CEO, Andy Goh, is the other co-founder of our Group and has been the executive director of our Group since its establishment in 1998. He assists our CEO in all matters in relation to our Groups general management and administration. Notwithstanding that both Melvin Goh and Andy Goh have entered into service agreements with our Company for a period of three (3) years (details of which can be found in the section entitled Directors, Executive Ofcers and Employees Service Agreements of this Offer Document), there can be no assurance that we will be successful in retaining them or hiring qualied management personnel to replace them should such a need arise. The growth and success of our Group is also dependent on our ability to retain the services of our key management personnel and to train new employees. Moreover, the process of hiring employees with the required attributes may be time consuming and competitive. If our key management personnel is unable or unwilling to continue in their present positions, and we are unable to hire suitable replacements in a timely manner or at all, our business, nancial position and results of operations may be adversely affected. We may not be able to sustain our growth rate and nancial performance in the future Our prot before tax for FY2011, FY2012 and FY2013 was approximately S$3.26 million, S$9.33 million and S$8.34 million respectively, representing a CAGR of approximately 60.0%. Sales of automobiles will uctuate depending on the stage of the life cycle of a particular automobile model. Sales of a particular automobile model will typically be higher when it is newly launched and will decline towards the end of its life cycle. Further, sales of new automobiles and the nancial performance of our Group are affected by the automobile manufacturers abilities to launch new automobile models, the demand for ultra-luxury automobile and luxury automobiles as well as the purchasing power of consumers in Singapore. Accordingly, this may result in the sales of our automobiles being cyclical. For instance, our sales of new Lamborghini automobiles decreased in FY2012 and FY2013 as the Lamborghini Gallardo range was approaching the end of its life cycle. Accordingly, there can be no assurance that we will be able to achieve similar growth rates and nancial performance in the future. If we are unable to maintain adequate revenue and prot growth, our nancial position could also be adversely affected. If we are unable to manage our growth effectively, we may not be able to take advantage of market opportunities, execute our business plans, or respond to competitive pressure. We may be affected by inventory holding costs Our inventory comprises new automobiles, pre-owned automobiles, automobile parts and accessories and watches. We have in place a strategy to keep a reasonable level of inventory of these products. Our inventory accounted for approximately 60.7% of our total current assets as at 30 June 2013, and our inventory turnover days for FY2011, FY2012, FY2013 and 1Q2014 were 104, 61, 151 and 142 days respectively. As a result of holding and managing the inventory, we may incur holding costs such as nancing costs, warehousing and logistic costs and insurance costs. A signicant increase in these costs may have an adverse impact on our business, nancial position and results of operations. Please refer to the section entitled General Information on our Group Inventory Management of this Offer Document for more information.

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We may face signicant competition from other brands or types of automobiles The automobile industry in Singapore is mature and the various automobile manufacturers are competing with each other for limited demand. If the automobiles that we distribute are not competitive in the market in terms of brand, quality, delivery time and/or price, our business, nancial position and results of operations may be adversely affected. Increasing competition from existing and potential competitors may result in reduced revenue and loss of market share which may have an adverse effect on our business, nancial position and results of operations. We may not secure adequate nancing to fund our operations We may not secure adequate funding either from internal resources or borrowings to fund the working capital of our business. Our ability to obtain adequate nancing on terms which are acceptable depends on a number of factors that are beyond our control, including liquidity, general economic and political conditions, the terms on which nancial institutions are willing to extend credit to us and the availability of other sources of debt nancing or equity nancing. If we are unable to secure adequate nancing to fund our operations, our business, nancial position and results of operations may be adversely affected. We may incur additional expenses and resources in the event we receive any product liability claims or claims for defects or delays in delivery Any defects in our products, or failure to satisfy the requirements of our customers could lead to claims made against us. These claims may include payment for the recall of a product, or to indemnify our customers for the costs of any such claims or recalls which they face as a result of using our products. In addition, our customers may claim against us for delayed delivery which may have arisen from the late delivery by any of the suppliers from whom we procure our products. There can be no assurance that we will be able to claim from our suppliers any indemnication or compensation for such claims made against us. In the event that we are involved in any legal dispute or court proceedings relating to our products, we may incur a signicant amount of expenses and resources on such proceedings. As such, our business, results of operations and nancial performance may be adversely affected. Our insurance coverage may not be adequate We believe that the coverage from the existing insurance policies of our Group is adequate and is in accordance with the standard industry practice and government specications. However, no insurance can compensate for all potential losses and there can be no assurance that the insurance coverage will be adequate or that our insurers will pay for a particular claim. With respect to losses which are covered by our policies, it may be difcult and it may take time to recover such losses from insurers. In addition, we may not be able to recover the full amount of losses incurred from the insurers. There are also certain types of risks that are not covered by our insurance policies, because they are either uninsurable or not economically insurable, including acts of war and acts of terrorism. Should there be losses arising out of damage to our assets and properties which are not covered by our insurance policies, or should such damage exceed the amount for which we are insured, our business, nancial position and results of operations may be adversely affected. Further details on our insurance policies are set out in the section entitled General Information on our Group Insurance of this Offer Document. There is no assurance that our expansion plans will be successfully carried out Our expansion plans include expansion of our operations in Singapore and into other markets, through both organic growth and acquisitions of new distributorships and/or dealerships, as well as diversication into other luxury lifestyle businesses. Such expansion plans may be subject to various restrictions, limitations, legal and regulatory conditions and approvals. For instance, we may require existing suppliers to grant us their consents or approvals for entry into distributorship and/or dealership agreements for competing brands or other products, and there is no assurance that such consents or approvals may be obtained. We may be exposed to the legal and regulatory conditions and policies of the countries in which we intend to expand into and we may also be required to obtain various consents, approvals, certicates and/or permits from regulatory authorities in such countries. There is no assurance that such required consents, approvals, certicates or permits may be obtained without delay, or at all. These expansion plans may also require substantial capital expenditure, nancial and management resources. Further, the

31

success of our expansion plans depends on many factors, some of which are not within our control. In the event that we are not able to achieve a sufcient level of revenue or manage our costs effectively or these planned expansions are delayed, our future nancial performance and position may be adversely affected. For instance, we have plans to construct new facilities, consisting of ofces, showrooms, service centres and automobile parts and accessories stores, at 7 and 9 Chang Charn Road. We expect to commence the construction of the aforesaid facilities by 2015 and the construction is expected to take approximately 24 months. We estimate that the construction costs to be between S$22 million and S$25 million. In the event that we are not able to secure the funding requirements for the construction, or manage the construction costs effectively or the commencement of the construction is delayed, our business, nancial position and results of operations may be adversely affected. Please refer to the section entitled General Information on our Group Business Strategies and Future Plans of this Offer Document for further details. We embarked on the luxury watch distribution and retail business and the current management may not have the relevant expertise to ensure success As part of our vision to be a provider of luxury lifestyle products, we have embarked on the luxury watch distribution and retail business since September 2012. For further details, please refer to the section entitled General Information on our Group Business Strategies and Future Plans of this Offer Document. As the watch distribution business is a new area of business to us, we are expected to face risks, uncertainties and challenges associated with the entry into any new business in which we have no prior track record. Such risks, uncertainties and challenges include, inter alia, difculty in managing operations and costs effectively (including inventory holding costs), failure to establish networks of customers and suppliers, failure to identify, attract, retain qualied personnel and failure to achieve the results, level of revenue and margins we are expecting. Further, as our existing management does not have much experience and expertise in the watch distribution and retail business, we may face operational difculties which in turn may have an adverse effect on our business, nancial position and results of operations. We are subject to compliance with and changes in laws and regulations We are required to obtain various licenses and permits to carry out our business. These licenses and permits are generally subject to conditions stipulated in such licenses and permits and/or relevant laws and regulations under which such licences and permits are issued. In addition, certain of our licences, permits, registrations and certications are subject to annual renewal. Accordingly, we have to constantly monitor and ensure our compliance with such conditions imposed, laws and regulations, if any, and the renewal of our licenses and permits. Further, any changes to current laws or regulations or introduction of new laws or regulations or any conditions imposed on our licences, permits, registrations and certications may have an impact on our business and result in higher costs of compliance. For instance, following the introduction of Lemon Laws, which came into effect on 1 September 2012, we are required to repair or replace a defective automobile and, if repair or replacement is not possible or reasonable, our customers may request for a price reduction or may return the defective automobile for refund. In such instances, our business, nancial position and results of operations may be adversely effected. Please refer to the section entitled General Information on our Group Business Overview Provision of After-Sales Services Repair services of this Offer Document for further details. If we are unable to comply with the existing and new laws and regulations or any conditions imposed on our licences, permits, registrations and certications, or should any of our licences, permits, registrations or certications be suspended, revoked or not renewed, we may not be allowed to operate our businesses and, as a result, our business, nancial position and results of operations may be adversely affected. Please refer to the section entitled Government Regulations of this Offer Document for further details.

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Risks relating to the Teban Gardens Lease Extension and the Sale and Leaseback Arrangement Our operations in Singapore are presently based in our Teban Gardens Showrooms and Service Centres, which are leased by us from JTC. The leasehold term for our premises at 30 Teban Gardens Crescent will expire on 31 May 2017. Pursuant to an agreement to lease dated 21 May 2013 between JTC and EuroSports Auto, JTC has agreed to extend the lease for 22 years from 1 June 2017, which is conditional upon the fullment of, inter alia, certain investment criteria, including the fulllment of aggregate investment on building and civil works and plant and machinery at our premises at 30 Teban Gardens Crescent of at least S$8.30 million, of which at least S$6 million must consist of new investment on plant and machinery and building and civil works, and the remainder may consist of the net book values of the existing building and civil works and existing plant and machinery. In fullling the requirements for new investment, as at the Latest Practicable Date, we have constructed an annex to our premises at 30 Teban Gardens Crescent, comprising an additional two storey showroom, display area and ofce, and have acquired automobiles for demo and/or test-drive purposes and/or for the purpose of leasing. The remainder of the required aggregate investment above will consist of the net book values of our existing building and civil works and existing plant and machinery. Please refer to the section entitled General Information on our Group Properties and Fixed Assets Teban Gardens Lease Extension of this Offer Document for further details. In the event that we are unable to fulll such terms and conditions to the satisfaction of JTC, the lease for our premises at 30 Teban Gardens Crescent will expire and terminate on 31 May 2017. This may have an adverse effect on our business, nancial position and results of operations as we may have to seek alternative sites for our showrooms and service centres, and there can be no assurance that alternative sites will be available at comparable locations or leased on comparable terms. In addition, we have entered into the Sale and Leaseback Arrangement, which involves the sale and purchase of 30 Teban Gardens Crescent. Completion of the sale and purchase is conditional upon satisfaction of certain stipulated conditions precedent, which include the Teban Gardens Lease Extension as well as the relevant approvals from JTC being obtained. Please refer to the section entitled General Information on our Group Properties and Fixed Assets Sale and Leaseback Arrangement of this Offer Document for further details. In the event that the conditions precedent to completion of the sale and purchase of 30 Teban Gardens Crescent under the Sale and Leaseback Arrangement (including the Teban Gardens Lease Extension and the relevant approvals from JTC being obtained) are not fullled or waived and that the purchaser decides to rescind the agreement accordingly, the Sale and Leaseback Arrangement will not be completed. Non-completion of the Sale and Leaseback Arrangement may result in the expected gain from the sale of leasehold properties to not materialise. We are subject to risks associated to deposit payments made to automobile manufacturers From time to time, we are required by automobile manufacturers to make deposit payments upon placement of orders for their new automobiles. As at the Latest Practicable Date, we have placed orders for ve (5) units of GTA automobiles and other automobiles for which we have made a deposit payment of S$2.41 million in aggregate to the relevant automobile manufacturers. In the event that such automobile manufacturers are unable to deliver the orders and our deposit payments are not refunded, fully or partially, our business, nancial position and results of operations may be adversely affected. We may be affected by the cessation of the funding support arrangements with EC and PT EuroSport We have been providing funding support to EC and PT EuroSport mainly in respect of orders for Lamborghini automobiles placed by EC and PT EuroSport and ancillary charges. In consideration for the provision of such funding support, PT EuroSport and EC were required to pay to us a fee based on the costs of purchase of the ordered Lamborghini automobiles and ancillary charges relating thereto, as well as reimburse the costs of purchase of the ordered Lamborghini automobiles and all related costs, expenses, interests, commissions or fees incurred by our Group in connection with such funding. Such specic funding support arrangements have ceased as at the Latest Practicable Date.

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Funding fees from EC and PT EuroSport to our Group amounted to approximately S$0.07 million, S$0.57 million, S$1.69 million and S$0.24 million for FY2011, FY2012, FY2013 and 1Q2014 respectively. Following the cessation of the funding support arrangements, we will no longer receive fees from EC and PT EuroSport for the provision of funding support. If we are unable to charge other fees or supply automobiles to EC and/or PT EuroSport, this will have an adverse effect on our prot margin and results of operations. Had the funding support arrangements not been in place from the beginning of FY2011, our prot before tax would have been S$3.19 million, S$8.76 million, S$6.66 million and S$2.37 million in FY2011, FY2012, FY2013 and 1Q2014 respectively. Please refer to the sections entitled Interested Person Transactions Transactions involving EC, ESE and/or JH Italia Funding support provided by our Group to EC and Interested Person Transactions Transactions involving PT EuroSport Funding support provided by our Group to PT EuroSport for more details. We are exposed to risks arising from foreign exchange uctuations Our purchases are denominated mainly in S$, , and Swiss franc, and our sales and revenue are denominated mainly in S$. To the extent that our Groups sales and purchases are not exactly matched in the same currency (for instance, due to change in billing currency by suppliers) and to the extent that there are timing differences between invoicing and the payment to suppliers, our Group will be exposed to foreign currency exchange gains or losses arising from transactions in currencies other than our reporting currency, namely S$. There is no assurance that we will be able to successfully manage our foreign exchange risks and any signicant adverse foreign currency uctuations may adversely affect our nancial position and results of operations. Please refer to the section entitled Managements Discussion and Analysis of Financial Position and Results of Operations Foreign Exchange Exposure of this Offer Document for more details. We may be affected by any adverse impact on our reputation and goodwill Any negative publicity or concern about us, automobile manufacturers or our products and services, whether founded or unfounded, may discourage consumers from purchasing our products and any lost condence on the part of our customers could be difcult and costly to re-establish. In such event, our business, nancial position and results of operations may be adversely affected. We may be involved in legal and other proceedings arising from our operations We may from time to time be involved in legal proceedings, including matters involving motor accidents and other proceedings arising from our operations. In addition, we may be involved in legal or other proceedings in relation to automobiles and/or automobiles parts and accessories, which are defective or of unsatisfactory quality, sold by our Group. These proceedings involve risk and any unexpected outcomes may have an adverse impact on our nancial results. Please refer to the section entitled General and Statutory Information Litigation of this Offer Document for further details. We may be affected by disruption in the global nancial markets and general economic conditions Our business, nancial position and results of operations may be materially and adversely affected by conditions in the nancial markets and the economy in Singapore. In 2008, a disruption in the global credit markets and the general slowdown in the global economy had created adverse conditions in the nancial markets. These conditions resulted in much economic volatility, less liquidity, tightening of credit and a lack of price transparency in certain markets. These conditions have also resulted in the failure of a number of nancial institutions in the USA and unprecedented action by government authorities and central banks around the world. Any further government intervention, restrictions or regulation could have a material adverse effect on our business, results of operations, nancial position and prospects. This economic situation is further exacerbated by the recent debt crises in Greece, Portugal, Spain, Ireland and Italy and the potential impact of these crises on the rest of Europe and the world. It is difcult to predict the extent to which global markets are affected by these conditions and the extent and nature of such effects on our markets, products and

34

business. The continuation or intensication of such disruptions may lead to additional adverse effects including, among others, the lack of availability of credit to both businesses and customers, and could lead to a further weakening of the global economies. Any prolonged downturn in general economic conditions would present risks for our business, such as a potential slowdown in our sales. Although there are signs that the nancial markets and economies in Singapore, Asia and the global economy may be improving, whether a full and sustainable recovery will occur, and the pace of the recovery, if any, or whether the global economy or parts of it could relapse into recessionary conditions, remains uncertain. Any adverse economic developments in the markets that we operate in or that have an indirect impact on our business could have adverse effects on our business, nancial position and results of operations. We may be affected by terrorist attacks and other acts of violence, wars, or outbreaks of diseases Any occurrence of terrorist attacks acts of violence and/or wars may lead to uncertainties in the economies of the countries in which we or our suppliers operate. All these could have a negative impact on the demand for our automobiles, and our business, nancial position and results of operations. Furthermore, an outbreak of infectious diseases such as the severe acute respiratory syndrome (SARS) in Singapore may adversely affect our business, nancial position and results of operations. If an outbreak of such infectious diseases occurs in Singapore, customer sentiment and spending could be adversely affected and this may have a negative impact on our business, nancial position and results of operations. Our staff and employees may also be affected by any outbreak of such infectious diseases and this may affect our day-to-day operations. We may be affected by major or sustained disruptions to our operations In the event of any major or sustained disruptions or any outbreak of re, ood or any other natural disasters which results in signicant damage to our premises, our operations may be adversely affected. For instance, in the event that our service centre equipment experiences prolonged equipment downtime, we may not be able to deliver maintenance and/or repair services to our customers. In such an event, our customer condence may drop and our business and nancial position may be adversely affected. Our order book may not be an accurate indicator of our future performance As at 30 June 2013, our order book, based on conrmed sales orders and the indicative selling prices of our automobiles, was approximately S$17.21 million. As at the Latest Practicable Date, one of these sales orders amounting to approximately S$1.44 million, which was subsequently varied to approximately S$2.64 million, has been fullled. As at the Latest Practicable Date, our order book, based on conrmed sales orders and the indicative selling prices of our automobiles, was approximately S$19.30 million. Please refer to the section entitled General Information on Our Group Order Book of this Offer Document for further details. Our order book may not be an accurate indicator of our future performance as we have not taken into account potential renegotiations, cancellations or deferrals, the occurrence of any of which will have an adverse impact on our revenue. These may be due to factors beyond our control and by nature, are uncertain. There is therefore no assurance that we can successfully translate all our existing orders into revenue. Product defects and automobile recalls could have an adverse effect on our business Automobile manufacturers may recall their automobiles from time to time to remedy certain problems or product defects. Any automobile recalls may have an adverse effect on the reputation of the automobile manufacturers and us, and our customers condence in the quality and safety of the automobiles may be affected. In addition, such automobile recalls may lead to cancellation of orders placed by our customers, which may in turn adversely affect our sale of new automobiles. There is no assurance that there will not be automobile recalls in future which affect automobile manufacturers or the automobile models we offer, nor that any such recalls will not have an adverse effect on our business, nancial position and results of operations.

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We may face rising labour costs and labour shortage Our ability to meet our labour requirements may be subject to numerous external factors, including the availability of a sufcient number of suitable persons in the relevant job segment, prevailing labour costs including wage rates and applicable levies, demographics, and health and insurance costs. In addition, any changes to the labour laws in Singapore in the form of stricter qualifying criteria and salary thresholds for foreign workers, and increases in foreign worker levies and foreign worker accommodation costs may result in an increase in our labour-related costs. Our growth plans will require us to hire, train and retain a signicant number of new employees in the future. As we face competition from our competitors for labour, we may have to increase wages and employee benets to attract and retain qualied personnel or risk considerable employee turnover. If we are unable to hire, train and retain qualied employees at a reasonable cost, we may be unable to execute our growth strategy and our business, nancial position and results of operations may be adversely affected. RISK RELATING TO INVESTMENT IN OUR SHARES Investments in securities quoted on Catalist involve a higher degree of risk and can be less liquid than shares quoted on the Main Board of the SGX-ST We have made an application for our Shares to be listed for quotation on Catalist, a listing platform primarily designed for fast growing and emerging and/or smaller companies to which a higher investment risk tends to be attached as compared to larger or more established companies listed on the Main Board of the SGX-ST. An investment in shares quoted on Catalist may carry a higher risk than an investment in shares quoted on the Main Board of the SGX-ST and the future success and liquidity in the market of our Shares cannot be guaranteed. Pursuant to the Catalist Rules, we are required to, inter alia, retain a sponsor at all times after our admission to Catalist. In particular, unless approved by the SGX-ST, the Sponsor must act as our continuing sponsor for at least three (3) years after the admission of our Company to Catalist. In addition, we may be delisted in the event that we do not have a sponsor for more than three (3) continuous months. There is no guarantee that following the expiration of the three (3)-year period, the Sponsor will continue to act as our sponsor or that we are able to nd a replacement sponsor within the three (3)-month period. Should such risks materialise, we may be delisted. Our Controlling Shareholders will retain control over our Group after the Invitation, which will allow them to inuence the outcome of matters submitted to Shareholders for approval Upon completion of the Invitation, our Controlling Shareholders, Melvin Goh and Andy Goh, will collectively own approximately 69.8% of the issued share capital of our Company. As a result, they will be able to exercise inuence over matters requiring Shareholders approval, including the election of directors and approval of signicant corporate transactions. Such concentration of ownership will place our Controlling Shareholders in a position to affect any corporate actions of our Group (notwithstanding that the same may be synergistic or benecial to our Group) in a manner that could conict with the interests of our public Shareholders. Certain of our Groups distributorship and dealership agreements contain provisions which prohibit changes in shareholders or management or changes in control of our Group except with prior approval or consent Certain of our distributorship and dealership agreements contain provisions which prohibit, inter alia, changes in shareholders or management or changes in control of our Group, except with the prior written approval or consent of the relevant manufacturer.

36

Our Group may, from time to time, consider corporate transactions, such as acquisitions of new businesses, which may be synergistic or benecial to our Group. Where such corporate transactions would result in a change in shareholders or management or a change in control of our Group, the approval or consent of the relevant manufacturer will need to be obtained. In the event such approval or consent is denied, delayed or granted with unfavourable conditions, such provisions may prevent, delay or deter the proposed corporate transaction. Further, any transfer or disposal by our Controlling Shareholders, namely Melvin Goh and Andy Goh, of all or part of their interests in our Company without the approval or consent of the relevant manufacturer, may result in a breach of such provisions. In addition, such provisions may deter potential investors from investing in our Group, thereby discouraging a takeover of our Group. This may, in turn, prevent Shareholders from realising the value of their investments through a takeover bid. New investors may experience dilution Our Invitation Price of S$0.28 per Share is higher than our Adjusted NAV (as dened in the section entitled Invitation Statistics of this Offer Document) per Share after adjusting for the estimated net proceeds from the issue of the New Shares. Investors who subscribe for and/or purchase the Invitation Shares will therefore experience immediate and signicant dilution in the NAV of their Shares. In addition, we intend to grant our employees Awards and/or Options pursuant to the Performance Share Plan and/ or the ESOS. To the extent that such Options are granted and exercised, there will be further dilution to Investors in this Invitation. Please refer to the section entitled Dilution of this Offer Document for further details. Investors may not be able to participate in future issues of our Shares If we offer our Shareholders rights to subscribe for additional Shares or any rights of any other nature, we will have discretion as to the procedure to be followed in making the rights available to our Shareholders or in disposing of the rights for the benet of our Shareholders and making the net proceeds available to our Shareholders. We may choose not to offer the rights to our Shareholders having an address outside Singapore. Accordingly, Shareholders who have a registered address outside Singapore may be unable to participate in rights offerings and may experience a dilution in their shareholdings as a result. Additional funds raised through issuances of new Shares for future growth will dilute Shareholders equity interests We may in the future expand our capabilities and business through acquisitions, joint ventures, strategic partnerships and alliances with parties who can add value to our business. We may require additional equity funding after the Invitation to nance future acquisitions, joint ventures, strategic partnerships and alliances which may result in a dilution of the equity interest of our Shareholders. Future sales or issuances of our Shares could adversely affect our share price Any future sale or issuance of our Shares may have a downward pressure on our share price. The sale of a signicant amount of our Shares in the public market after the Invitation, or the perception that such a sale may occur, could materially and adversely affect the market price of our Shares. These factors may also affect our ability to sell or issue additional equity securities. Except as otherwise described under the section entitled Shareholders Moratorium of this Offer Document and subject to applicable laws and regulations, there is currently no restriction on our Controlling Shareholders to sell Shares, either on the SGX-ST or otherwise.

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Our share price may be volatile, which could result in substantial losses for investors acquiring our Shares pursuant to the Invitation The Invitation Price was determined through a book-building exercise and arrived at after consultation between our Company, the Vendors, the Sponsor and the Underwriter and Placement Agent, and after taking into consideration, inter alia, prevailing market conditions and estimated market demand for the Invitation Shares. The Invitation Price may not be indicative of prices which will prevail in the trading market after the Invitation and investors may not be able to resell their Shares at or above the Invitation Price. Volatility in the trading price of our Shares may be caused by factors beyond our control and may not correlate with or be proportionate to our operating results. Further, the market price of our Shares may uctuate signicantly and rapidly in response to, inter alia, the following factors, some of which are beyond our control:

variations in our operating results; changes in securities analysts estimates of our nancial performance and recommendations on our share price; changes in market valuations and share prices of companies with businesses similar to that of our Company that may be listed in Singapore; announcements by our competitors or ourselves of signicant acquisitions, strategic partnerships, joint ventures or capital commitments; uctuations in stock market prices and volume; our involvement in litigation; changes to key personnel; the perceived prospects of our business and investment plans and the automobile industry in Singapore and other regions; our ability to successfully implement our investment plans and growth strategies; broad market uctuations, including weakness of the equity market and increases in interest rates; general changes in rules/regulations with regard to the automobile industry that our Group operates in, including those that affect the demand for our Groups products and services; and changes in conditions affecting the industry, the general economic conditions or stock market sentiments or other events or factors.

For these reasons, among others, our Shares may trade at prices that are higher or lower than the NAV per share. To the extent that there is any retention of operating cash for investment purposes, working capital requirements or other purposes, these retained funds, while increasing the value of our underlying assets, may not correspondingly increase the market price of our Shares. Any failure on our part to meet market expectations with regard to future earnings and cash distributions may adversely affect the market price for our Shares. In addition, our Shares are not capital-safe products and there is no guarantee that holders of our Shares can realise a higher amount or even the principal amount of their investment. In case of liquidation of our Company, it is possible that investors may lose all or a part of their investment in our Shares.

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There has been no prior market for our Shares, and the Invitation may not result in an active or liquid market for our Shares Prior to the Invitation, there has been no public market for our Shares. Although we have applied to the SGX-ST for the dealing and quotation of our Shares on Catalist, there is no assurance that an active trading market for our Shares will develop or, if developed, will be sustained. There is also no assurance that the market price for our Shares will not decline below the Invitation Price. The market price of our Shares could be subject to signicant uctuations due to various external factors and events including the liquidity of our Shares in the market, the difference between our actual nancial or operating results and those expected by investors and analysts, the general market conditions and broad market uctuations. Negative publicity may adversely affect our share price Negative publicity involving our Group, any of our Directors, Executive Officers or Controlling Shareholders may adversely affect the market perception or the stock performance of our Company, whether it is justied or not. Some examples of negative publicity may include, inter alia, unsuccessful attempts in joint ventures, takeovers or involvement in insolvency proceedings. We may not be able to pay dividends to our shareholders The declaration and payment of future dividends will depend on our operating results, nancial position, other cash requirements including capital expenditure, the terms of borrowing arrangements (if any) and other factors deemed relevant by our Directors. There is no assurance that dividend distributions will be made by our Company in the future. For a description of our dividend policy, please refer to the section entitled Dividend Policy of this Offer Document. We intend to declare a one-time special dividend of between S$6 million and S$8 million subject to completion of the Sale and Leaseback Arrangement and such dividend is expected to be funded solely by the sale proceeds arising therefrom. As at the Latest Practicable Date, we are in the process of fullling the conditions precedent to completion of the Sale and Leaseback Arrangement and we expect to complete the Sale and Leaseback Arrangement by the rst quarter of 2014, upon which we intend to declare the special dividend in FY2015. Nevertheless, in the event that the Sale and Leaseback Arrangement does not complete and we do not recognise all or any of the sale proceeds therefrom, we will not be able to declare such special dividend. Further, in the event that the completion of the Sale and Leaseback Arrangement is delayed for any reason whatsoever, the declaration of such special dividend will also be delayed. Please refer to the sub-section entitled Risks relating to the Teban Gardens Lease Extension and the Sale and Leaseback Arrangement above for more details.

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INVITATION STATISTICS
Invitation Price Adjusted NAV NAV per Share based on the unaudited combined nancial position of our Group as at 30 June 2013 adjusted for the Restructuring Exercise (Adjusted NAV): (a) before adjusting for the estimated net proceeds from the issue of the New Shares and based on the pre-Invitation share capital of 225,000,000 Shares after adjusting for the estimated net proceeds from the issue of the New Shares and based on the post-Invitation share capital of 265,000,000 Shares 28.00 cents

4.90 cents

(b)

7.35 cents

Premium of Invitation Price over the Adjusted NAV per Share as at 30 June 2013: (a) before adjusting for the estimated net proceeds from the issue of the New Shares and based on the pre-Invitation share capital of 225,000,000 Shares after adjusting for the estimated net proceeds from the issue of the New Shares and based on the post-Invitation share capital of 265,000,000 Shares

471.9%

(b)

281.0%

Earnings Historical EPS of our Group for FY2013 based on the pre-Invitation share capital of 225,000,000 Shares Historical EPS of our Group for FY2013 based on the pre-Invitation share capital of 225,000,000 Shares, assuming that the Service Agreements had been in place from the beginning of FY2013 PER Historical PER based on the Invitation Price and the historical EPS of our Group for FY2013 Historical PER based on the Invitation Price and the historical EPS of our Group for FY2013, assuming that the Service Agreements had been in place from the beginning of FY2013 Net Operating Cash Flow(1) Historical net operating cash ow per Share of our Group for FY2013 based on the pre-Invitation share capital of 225,000,000 Shares Historical net operating cash ow per Share of our Group for FY2013 based on the pre-Invitation share capital of 225,000,000 Shares, assuming that the Service Agreements had been in place from the beginning of FY2013 Price to Net Operating Cash Flow Ratio Invitation Price to historical net operating cash ow per Share of our Group for FY2013 based on the pre-Invitation share capital of 225,000,000 Shares Invitation Price to historical net operating cash ow per Share of our Group for FY2013 based on the pre-Invitation share capital of 225,000,000 Shares, assuming that the Service Agreements had been in place from the beginning of FY2013 7.39 times 3.79 cents 9.38 times 2.99 cents

2.57 cents

10.87 times

3.38 cents

8.29 times

40

Market Capitalisation Market capitalisation based on the Invitation Price and the post-Invitation share capital of 265,000,000 Shares
Note: (1) Net operating cash ow is dened as net prot after tax with depreciation expenses added back.

S$74.20 million

41

USE OF PROCEEDS AND LISTING EXPENSES

Net Proceeds from the Invitation The estimated net proceeds to be raised from the Invitation (comprising both the New Shares and the Vendor Shares), after deducting estimated expenses in relation to the Invitation of approximately S$3.08 million, will be approximately S$19.32 million. Net proceeds from the Issue of the New Shares The estimated net proceeds attributable to us from the issue of the New Shares (after deducting our Companys share of the estimated expenses in relation to the Invitation of approximately S$2.74 million) will be approximately S$8.46 million. We will not receive any of the proceeds from the Vendor Shares sold by the Vendors in the Invitation. We intend to use our proceeds from the issue of the New Shares primarily as follows:
Estimated amount allocated for each dollar of the gross proceeds raised from the issue of the New Shares (cents)

Purpose Expansion of our operations locally and in other markets and diversication into other luxury lifestyle businesses General working capital Listing expenses Total

Estimated amount (S$000)

6,000 2,461 2,739 11,200

53.57 21.97 24.46

100.00

Please see section entitled General Information on our Group Business Strategies and Future Plans of this Offer Document for further details on the future plans of our Group. None of the proceeds from the issue of the New Shares will be used to discharge, reduce or retire any indebtedness of our Group. The foregoing represents our best estimate of the allocation of our net proceeds from the issue of the New Shares based on our current plans and estimates regarding our anticipated expenditures. Actual expenditures may vary from these estimates and we may nd it necessary or advisable to re-allocate our net proceeds within the categories described above or to use portions of our net proceeds for other purposes. In the event that we decide to re-allocate our net proceeds from the issue of the New Shares for other purposes, we will publicly announce our intention to do so through a SGXNET announcement to be posted on the internet at the SGX-ST website, http://www.sgx.com. We will make periodic announcements on the use of the net proceeds from the issue of the New Shares as and when the funds are materially disbursed, and provide a status report on the use of the net proceeds in our annual report(s). Pending the deployment of the net proceeds as aforesaid, the funds may be added to our working capital, placed as deposits with banks or nancial institutions, or used for investment in short-term deposits, money market or debt instruments, as our Directors may deem appropriate in their absolute discretion. In the event that the amount set aside to meet our Companys share of the estimated expenses in relation to the Invitation is in excess of the actual expenses incurred, such amount will be made available for our working capital purposes. In the opinion of our Directors, there are no minimum amounts which must be raised by the issue of the New Shares. Although no minimum amount must be raised by the Invitation, such amounts which are proposed to be provided out of the net proceeds from the issue of the New Shares shall, in the event that Invitation is cancelled, be provided out of the existing banking facilities and/or internal funds generated from our operations. 42

Net proceeds from sale of the Vendor Shares The estimated net proceeds attributable to the Vendors from the sale of the Vendor Shares (after deducting the Vendors share of the estimated expenses in relation to the Invitation (comprising the underwriting and placement commission and brokerage in respect of the Vendor Shares) of approximately S$0.34 million) will be approximately S$10.86 million. Expenses incurred in connection with the Invitation Save for the underwriting and placement commission and brokerage which will be borne by our Company and the Vendors in the proportion in which the Invitation Shares are offered by each of them, the rest of the listing expenses will be borne by our Company. We estimate that our share of the listing expenses, including the professional fees, underwriting and placement commission and brokerage and miscellaneous expenses, will amount to approximately S$2.74 million. A breakdown of these expenses is set out below:
As a percentage of the gross proceeds raised from the issue of the New Shares (%)

Listing Expenses Professional Fees Underwriting and placement commission and brokerage(1) Miscellaneous expenses (including listing fees) Total
Note: (1)

Estimated amount (S$000)

1,761 336 642 2,739

15.7 3.0 5.7 24.5

Please refer to the section entitled General and Statutory Information Management, Underwriting and Placement Arrangements of this Offer Document for more information.

43

DIVIDEND POLICY
Since incorporation on 12 December 2012, our Company has not declared any dividends. Our whollyowned subsidiary, EuroSports Auto, has declared and paid a nal dividend of S$5 million to the then shareholders in FY2012. In addition, EuroSports Auto has declared and paid an interim dividend of S$2.50 million to the then shareholders in FY2013. Save as set out herein, our Group has not declared any dividends during the Period under Review. We currently do not have a formal dividend policy. The form, frequency and amount of future dividends on our Shares that our Directors may recommend or declare in respect of any particular nancial year or period will be subject to the factors outlined below as well as any other factors deemed relevant by our Directors: (a) (b) (c) (d) (e) the level of our cash and retained earnings; our actual and projected nancial performance; our projected levels of capital expenditure and other investment plans; our working capital requirements and general nancing condition; and restrictions on payment of dividends imposed on us by our nancing arrangements (if any).

Any nal dividend paid by us must be approved by an ordinary resolution of our Shareholders at a general meeting and must not exceed the amount recommended by our Board. Our Directors may, without the approval of our Shareholders, also declare an interim dividend. We must pay all dividends out of prots or otherwise in accordance with the Companies Act. We intend to declare a one-time special dividend of between S$6 million and S$8 million subject to completion of the Sale and Leaseback Arrangement and such dividend is expected to be funded solely by the sale proceeds arising therefrom (the Proposed Dividend). As at the Latest Practicable Date, we are in the process of fullling the conditions precedent to completion of the Sale and Leaseback Arrangement and we expect to complete the Sale and Leaseback Arrangement by the rst quarter of 2014, upon which we intend to declare the special dividend in FY2015. In the event that the Sale and Leaseback Arrangement does not complete and we do not recognise any sale proceeds therefrom, we will not be able to declare such special dividend. Further, in the event that the completion of the Sale and Leaseback Arrangement is delayed for any reason whatsoever, the declaration of such special dividend will also be delayed. Please refer to the sections entitled General Information on our Group Properties and Fixed Assets Sale and Leaseback Arrangement and Risk Factors We may not be able to pay dividends to our Shareholders of this Offer Document for further details. Investors should note that all the foregoing statements, including the statements on the Proposed Dividend, are merely statements of our present intention and shall not constitute legally binding statements in respect of our future dividends which may be subject to modication (including reduction or non-declaration thereof) in our Directors sole and absolute discretion. Investors should not treat the Proposed Dividend as an indication of our Groups future dividend policy. No inference should or can be made from any of the foregoing statements as to our actual future protability or ability to pay any future dividends. There can be no assurance that dividends will be paid in the future or of the amount or timing of any dividends that will be paid in the future. Information relating to taxes payable on dividends are set out in the section entitled Taxation of this Offer Document.

44

SHARE CAPITAL
Our Company (Registration No. 201230284Z) was incorporated in Singapore on 12 December 2012 under the Companies Act as a private limited company, under the name of EuroSports Global Pte. Ltd.. As at the date of incorporation, our issued and paid-up share capital was S$2.00 comprising two (2) ordinary shares of S$1.00 each. Subsequently, on 5 December 2013, our Company was converted into a public limited company and we changed our name to EuroSports Global Limited. Pursuant to written resolutions passed on 29 November 2013, our then shareholders, namely Melvin Goh and Andy Goh, approved, inter alia, the following: (a) the acquisition of the entire issued share capital of each of EuroSports Auto, EuroAutomobile, GTA Singapore and deLaCour Singapore, as described in the section entitled Restructuring Exercise of this Offer Document; the allotment and issue of 134,999,999 new Shares and 89,999,999 new Shares to Melvin Goh and Andy Goh respectively, in satisfaction of the consideration for the acquisition of the entire issued share capital of EuroSports Auto and EuroAutomobile, as described in the section entitled Restructuring Exercise of this Offer Document; the conversion of our Company into a public company limited by shares and the change of our name to EuroSports Global Limited; the adoption of the new Articles of Association of our Company; the allotment and issue of the New Shares pursuant to the Invitation; the authorisation for our Directors, pursuant to Section 161 of the Companies Act to (A) issue Shares whether by way of rights, bonus or otherwise; (B) make or grant offers, agreements or options (collectively, Instruments) that might or would require Shares to be issued, including but not limited to the creation and issue of (as well as adjustments to) warrants, debentures or other instruments convertible into Shares, at any time and upon such terms and conditions and for such purposes and to such persons as our Directors may in their absolute discretion deem t; and (C) (notwithstanding the authority conferred by this resolution may have ceased to be in force) issue Shares in pursuance of any Instruments made or granted by our Directors while this resolution was in force, provided that: (1) the aggregate number of Shares (including Shares to be issued in pursuance of the Instruments, made or granted pursuant to this resolution) and Instruments to be issued pursuant to this resolution shall not exceed 100.0% of the total number of issued Shares (excluding treasury shares) in the capital of our Company (as calculated in accordance with sub-paragraph (2) below), of which the aggregate number of Shares to be issued (including Shares to be issued pursuant to the Instruments) other than on a pro rata basis to existing Shareholders shall not exceed 50.0% of the total number of issued Shares (excluding treasury shares) in the capital of our Company (as calculated in accordance with subparagraph (2) below); (subject to such calculation as may be prescribed by the SGX-ST) for the purpose of determining the aggregate number of Shares (including Shares to be issued pursuant to the Instruments) that may be issued under sub-paragraph (1) above, the percentage of Shares that may be issued shall be based on the total number of issued Shares of our Company (excluding treasury shares) immediately after the Invitation, after adjusting for (I) new Shares arising from the conversion or exercise of the Instruments or any convertible securities; and (II) any subsequent bonus issue, consolidation or sub-division of Shares;

(b)

(c)

(d) (e) (f)

(2)

45

(3)

in exercising such authority, our Company shall comply with the provisions of the Catalist Rules for the time being in force (unless such compliance has been waived by the SGX-ST) and the Articles of Association for the time being of our Company; and unless revoked or varied by our Company in a general meeting, such authority shall continue in force until (I) the conclusion of the next annual general meeting of our Company; or (II) the date by which the next annual general meeting of our Company is required by law to be held, whichever is the earlier;

(4)

(g)

the adoption of the Performance Share Plan, the rules of which are set out in Appendix F of this Offer Document and that our Directors be authorised to allot and issue Performance Shares upon the release of Awards granted under the Performance Share Plan; and the adoption of the ESOS, the rules of which are set out in Appendix G of this Offer Document and that our Directors be authorised to allot and issue Option Shares upon the exercise of Options granted under the ESOS.

(h)

As at the Latest Practicable Date, our Company has only one (1) class of shares, being ordinary shares. The rights and privileges attached to our Shares are stated in our Articles. Save for the Performance Shares and the Option Shares, there are no founder, management, deferred or unissued Shares reserved for the issuance for any purpose. Save for the Options which may be granted under the ESOS, no person has been, or is entitled to be, given an option to subscribe for any securities of our Company or any of its subsidiaries. There are no Shares that are held by or on behalf of our Company or by our subsidiaries. As at the date of this Offer Document, no Award has been granted under the Performance Share Plan and no Option has been granted under the ESOS. As at the Latest Practicable Date, the issued and paid-up share capital of our Company was S$7,952,863 comprising 225,000,000 Shares. Upon the allotment and issue of the New Shares, the resultant issued and paid-up share capital of our Company will be increased to approximately S$18,469,317comprising 265,000,000 Shares. Details of the changes in the issued and paid-up share capital of our Company since incorporation and the resultant issued and paid-up share capital immediately after the Invitation are as follows:
Number of Shares Issued and paid-up Shares as at date of incorporation Issue of new Shares pursuant to the Restructuring Exercise Issued and paid-up Shares immediately after the Restructuring Exercise New Shares issued pursuant to the Invitation Post-Invitation issued and paid-up share capital
Note: (1) This takes into account set-off against share capital our Companys share of the estimated expenses incurred in connection with the Invitation of approximately S$0.68 million, and excludes our Companys share of the estimated expenses incurred in connection with the Invitation of approximately S$2.06 million to be charged directly to the combined statements of comprehensive income.

Issued and Paid-up Share Capital (S$) 2 7,952,861 7,952,863 10,516,454(1) 18,469,317

2 224,999,998 225,000,000 40,000,000 265,000,000

46

SHAREHOLDERS
OWNERSHIP STRUCTURE The Directors and Shareholders of our Company and their respective shareholdings immediately before and after the Invitation are set out as follows:
Before the Invitation Direct Interest Number of Shares Directors Melvin Goh(1) Andy Goh(1) Ng Tiak Soon Tan Siok Sing Lim Kim Quee Public Total
Note: (1) Melvin Goh and Andy Goh are siblings. Save as disclosed, none of the Shareholders has any familial relationship with any Director, Substantial Shareholder or any Executive Ofcer of our Group.

After the Invitation Direct Interest Number of Shares % Deemed Interest Number of Shares %

Deemed Interest Number of Shares %

135,000,000 90,000,000 225,000,000

60.0 40.0 100.0

111,000,000 74,000,000 80,000,000 265,000,000

41.9 27.9 30.2 100.0

The Shares held by our Directors and Controlling Shareholders do not carry different voting rights from the Invitation Shares. Our Directors are not aware of any arrangement, the operation which may, at a subsequent date, result in a change in control of our Company. Save as disclosed in this Offer Document, our Company is not directly or indirectly owned or controlled by another corporation, any government or other natural or legal person whether severally or jointly. There has not been any public take-over offer by a third party in respect of our Shares or by our Company in respect of the shares of another corporation or units of a business trust which has occurred between 1 April 2012 and the Latest Practicable Date. Signicant changes in percentage of ownership Save as disclosed in this section and the section entitled Restructuring Exercise and Share Capital of this Offer Document, there has been no signicant changes in the percentage ownership of our Shares from the incorporation of our Company until the Latest Practicable Date.

47

VENDORS Details of the Vendors who will be selling their Shares in the Invitation are set out below:
Shares held immediately before the Invitation Number of Shares 135,000,000 90,000,000 % of pre-Invitation share capital 60.0 40.0 Vendor Shares offered pursuant to the Invitation Number of Shares 24,000,000 16,000,000 % of pre-Invitation share capital 10.7 7.1 % of post-Invitation share capital 9.1 6.0 Shares held immediately after the Invitation Number of Shares 111,000,000 74,000,000 % of post-Invitation share capital 41.9 27.9

Vendors Melvin Goh(1) Andy Goh(1)

Note: (1)

Melvin Goh and Andy Goh are our Executive Directors and Controlling Shareholders of the Company.

Save as disclosed in this Offer Document, none of our Directors or Controlling Shareholders is interested in the Vendor Shares. MORATORIUM To demonstrate their commitment to our Group, our Executive Chairman and CEO, Melvin Goh and our Executive Director and Deputy CEO, Andy Goh who will hold 185,000,000 Shares in aggregate, representing approximately 69.8% of our Companys post-Invitation share capital, have each undertaken not to sell, contract to sell, realise, assign, transfer, pledge, grant any option to, dispose of or enter into any agreement that will directly or indirectly constitute or will be deemed as a disposal of any part of his interest in our Company for a period of six (6) months commencing from the date of our Companys admission to Catalist, and for a period of six (6) months thereafter not to sell, contract to sell, realise, assign, transfer, pledge, grant any option to, dispose of or enter into any agreement that will directly or indirectly constitute or will be deemed as a disposal of any part of his interest in our Company to below 50% of each of their original shareholdings in our Company.

48

DILUTION
Dilution is dened as the amount by which the Invitation Price paid by the subscribers and/or purchasers of our Invitation Shares (New Investors) exceeds our Adjusted NAV per Share immediately after the Invitation. Our Adjusted NAV per Share as at 30 June 2013, before adjusting for the estimated net proceeds from the issue of the New Shares and based on the pre-Invitation share capital of 225,000,000 Shares, was 4.90 cents per Share. Pursuant to the issue of 40,000,000 New Shares at the Invitation Price in connection with the Invitation, our Adjusted NAV per Share after adjusting for the estimated net proceeds from the issue of the New Shares and based on the post-Invitation share capital of 265,000,000 Shares would be be 7.35 cents per Share. This represents an immediate increase in the Adjusted NAV per Share of 2.45 cents per Share to our existing Shareholders and an immediate dilution in the Adjusted NAV per Share of 20.65 cents per Share to our New Investors pursuant to the Invitation. The following table illustrates such dilution on a per Share basis as at 30 June 2013:
Cents Invitation Price Adjusted NAV per Share as at 30 June 2013 based on pre-Invitation share capital of 225,000,000 Shares Increase in Adjusted NAV per Share attributable to existing Shareholders Adjusted NAV per Share after the Invitation(1) Dilution in Adjusted NAV per Share to New Investors pursuant to the Invitation Dilution in Adjusted NAV per Share to New Investors as a percentage of Invitation Price pursuant to the Invitation
Notes: (1) The computed Adjusted NAV does not take into account our actual nancial performance from 1 July 2013 up to the Latest Practicable Date. Depending on our actual results, our NAV per Share after the Invitation may be higher or lower than the computed Adjusted NAV. Please refer to the section entitled Invitation Statistics of this Offer Document for the denition of Adjusted NAV.

28.00 4.90 2.45 7.35 20.65

73.8%

(2)

The following table summarises the total number of Shares issued by us during the period of three (3) years prior to the date of lodgement of this Offer Document, the total consideration and the average price per Share paid by our Controlling Shareholders (after adjusting for the Restructuring Exercise) and our New Investors pursuant to the Invitation:
Number of Shares acquired (adjusted for the Restructuring Exercise) Controlling Shareholders Melvin Goh(1) Andy Goh(1) New Investors pursuant to the Invitation
Note: (1) Melvin Goh and Andy Goh are our Executive Directors and Controlling Shareholders.

Total consideration (S$)

Average price per Share (cents)

135,000,000 90,000,000 80,000,000

4,771,717 3,181,146 22,400,000

3.53 3.53 28.00

49

RESTRUCTURING EXERCISE
Our Group was formed through the Restructuring Exercise which involved a series of acquisitions and the rationalisation of our corporate and shareholding structure for the purposes of the Invitation. Pursuant to the Restructuring Exercise, our Company became the holding company of our Group. The Restructuring Exercise involved the following steps: 1. Incorporation of our Company Our Company was incorporated on 12 December 2012 in the Republic of Singapore in accordance with the Companies Act as a private limited company with an issued and paid-up share capital of S$2.00 comprising two (2) Shares, each held by Melvin Goh and Andy Goh. 2. Incorporation of GTA Singapore GTA Singapore was incorporated on 10 October 2012 in the Republic of Singapore in accordance with the Companies Act as a private limited company with an issued and paid-up share capital of S$1.00 comprising one (1) ordinary share, which was wholly-owned by EuroAutomobile. As at the Latest Practicable Date, no further shares in the capital of GTA Singapore have been issued. 3. Incorporation of deLaCour Singapore deLaCour Singapore was incorporated on 5 November 2012 in the Republic of Singapore in accordance with the Companies Act as a private limited company with an issued and paidup share capital of S$1.00 comprising one (1) ordinary share, which was wholly-owned by EuroAutomobile. As at the Latest Practicable Date, no further shares in the capital of deLaCour Singapore has been issued. 4. Acquisition of GTA Singapore and deLaCour Singapore On 29 November 2013, our Company entered into a sale and purchase agreement with EuroAutomobile pursuant to which our Company acquired from EuroAutomobile the entire issued and paid-up capital of each of GTA Singapore and deLaCour Singapore at a nominal consideration of S$1.00 in cash for each of GTA Singapore and deLaCour Singapore. Upon completion of the aforesaid acquisition, each of GTA Singapore and deLaCour Singapore became wholly-owned subsidiaries of our Company. 5. Acquisition of EuroSports Auto On 29 November 2013, our Company entered into a sale and purchase agreement with Melvin Goh and Andy Goh pursuant to which our Company acquired from Melvin Goh and Andy Goh, the entire issued and paid-up capital of EuroSports Auto at an aggregate consideration of S$7,952,859 (the EuroSports Purchase Consideration), which was determined based on the audited NTA of EuroSports Auto as at 31 March 2013. The EuroSports Purchase Consideration was satised by the allotment and issue of an aggregate 224,999,996 Shares, credited as fully paid in the following manner:
Number of Shares issued to such allottee 134,999,998 89,999,998 224,999,996

Name of allottee Melvin Goh Andy Goh Total

Upon completion of the aforesaid acquisition, EuroSports Auto became a wholly-owned subsidiary of our Company.

50

6.

Acquisition of EuroAutomobile On 29 November 2013, our Company entered into a sale and purchase agreement with Melvin Goh and Andy Goh pursuant to which our Company acquired from Melvin Goh and Andy Goh, the entire issued and paid-up capital of EuroAutomobile at a nominal consideration of S$2.00, which was satised by the allotment and issue of one (1) Share at S$1.00 per Share, credited as fully paid, to each of Melvin Goh and Andy Goh. As at 30 June 2013, EuroAutomobile was in a negative NTA position. As EuroAutomobile was in a negative NTA position at the time of acquisition, EuroAutomobile was acquired at a nominal consideration. Upon completion of the aforesaid acquisition, EuroAutomobile became a wholly-owned subsidiary of our Company.

7.

Disposal of shares in Brickfree and E-Elements As part of the Restructuring Exercise to dispose of our non-luxury lifestyle businesses prior to our listing on Catalist, we have completed the following disposals: (a) On 30 September 2012, EuroSports Auto disposed of 500,000 ordinary shares in Brickfree to Melvin Goh at a cash consideration of S$500,000. Such consideration was based on the initial investment amount by EuroSports Auto; and On 12 September 2012, EuroSports Auto transferred 15,000 ordinary shares in E-Elements to Andy Goh at a nominal consideration of S$1.00. The aggregate amount of S$75,000 invested by EuroSports Auto in E-Elements has since been written-off. The consideration for E-Elements was nominal as it was a loss-making entity. The shareholders loan of S$60,000 and the subscription consideration of S$15,000 were written off as such payables were deemed not recoverable, taking into consideration that E-Elements was a dormant company with a negative NAV at the time of the disposal.

(b)

Further details on the aforesaid disposals can be found in the sections entitled Interested Person Transactions Past Interested Person Transactions Acquisition and Disposal of shares in Brickfree and Interested Person Transactions Past Interested Person Transactions Disposal of shares in E-Elements. 8. Conversion of our Company into a public limited company On 5 December 2013, our Company was converted into a public limited company and we changed our name to EuroSports Global Limited.

51

GROUP STRUCTURE
Our Group structure immediately after the Restructuring Exercise is as follows:

EuroSports

100% EuroAutomobile

100% EuroSports Auto

100% GTA Singapore

100% deLaCour Singapore

Details of our subsidiaries are as follows:

Issued and Paid-Up Capital S$2,000,000 Effective equity interest held by our Group 100%

Name of Company EuroSports Auto Pte Ltd

Date and Place of Incorporation 8 October 1998 / Singapore

Principal Place of Business Singapore

Principal Activities Trading and distribution of automobiles and automobile related parts and accessories Trading and distribution of automobiles and automobile related parts and accessories; and trading and distribution of watches and related accessories Trading and distribution of automobiles and automobile related parts and accessories Trading and distribution of watches and related accessories

EuroAutomobile Pte. Ltd.

7 February 2002 / Singapore

Singapore

S$1,500,000

100%

Spania GTA Asia Pacic Private Ltd.

10 October 2012 / Singapore

Singapore

S$1.00

100%

deLaCour Asia Pacic Pte. Ltd.

5 November 2012 / Singapore

Singapore

S$1.00

100%

Save as disclosed above, there are no other subsidiaries, subsidiary entities, associated companies and associated entities of our Group. None of our subsidiaries is listed on any stock exchange.

52

SELECTED COMBINED FINANCIAL INFORMATION

The following selected combined nancial information should be read in conjunction with the full text of this Offer Document, including the Audited Combined Financial Statements, the Unaudited Interim Combined Financial Statements and the Unaudited Pro Forma Combined Financial Information as set out in Appendices A, B and C of this Offer Document respectively and the section entitled Managements Discussion and Analysis of Financial Position and Results of Operations of this Offer Document. Combined Statements of Comprehensive Income(1)
Audited (S$000) Revenue Cost of Sales Gross Prot Other Income Interest Income Other Credits (Charges), Net Marketing and Distribution Expenses Administrative Expenses Finance Costs Prot Before Tax Income Tax Expense Prot, Net of Tax Total Comprehensive Income EPS - Basic EPS (cents)(2)(4) - Adjusted EPS (cents)
Notes: (1) The combined statements of comprehensive income have been prepared on the basis that our Group has been in existence prior to the Restructuring Exercise. Please refer to the Audited Combined Financial Statements and the Unaudited Interim Combined Financial Statements as set out in Appendices A and B respectively of this Offer Document for the basis of preparation of the combined nancial statements of our Group. For comparative purposes, basic EPS is calculated based on the prot after tax for the nancial year/period and the preInvitation share capital of 225,000,000 Shares. Adjusted EPS is calculated based on the prot after tax for the nancial year/period and the post-Invitation share capital of 265,000,000 Shares. Had the Service Agreements (as disclosed in the section entitled Directors, Executive Ofcers and Employees Service Agreements of this Offer Document) been in effect from the beginning of FY2013, our prot before tax and prot after tax for FY2013 would have been S$7.23 million and S$5.79 million respectively and our basic EPS based on the pre-Invitation share capital of 225,000,000 Shares would have been 2.57 cents.
(3)

Unaudited FY2013 86,368 (69,171) 17,197 4,135 70 (489) (3,362) (8,740) (466) 8,345 (1,626) 6,719 6,719 1Q2013 25,648 (20,088) 5,560 788 1 (411) (683) (1,673) (92) 3,490 (593) 2,897 2,897 1Q2014 19,563 (14,658) 4,905 620 1 (16) (719) (2,023) (166) 2,602 (443) 2,159 2,159

FY2011 107,178 (94,651) 12,527 1,529 13 18 (2,794) (7,293) (740) 3,260 (534) 2,726 2,726

FY2012 113,042 (94,513) 18,529 2,945 97 (92) (3,670) (7,980) (502) 9,327 (1,691) 7,636 7,636

1.21 1.03

3.39 2.88

2.99 2.54

1.29 1.09

0.96 0.81

(2)

(3)

(4)

53

Combined Statements of Financial Position(1)

Audited as at (S$000) Non-Current Assets Property, Plant and Equipment Total Non-Current Assets Current Assets Inventories Trade and Other Receivables Other Assets Cash and Cash Equivalents Total Current Assets Total Assets EQUITY AND LIABILITIES Equity Share Capital Retained Earnings Total Equity Non-Current Liabilities Other Financial Liabilities Other Liabilities, Non-Current Total Non-Current Liabilities Current Liabilities Income Tax Payable Trade and Other Payables Other Financial Liabilities Other Liabilities, Current Total Current Liabilities Total Liabilities Total Equity and Liabilities NAV per Share (cents)(2)
Notes: (1) The combined statements of nancial position as at 31 March 2013 and 30 June 2013 have been prepared on the basis that our Group has been in existence prior to the Restructuring Exercise. Please refer to the Audited Combined Financial Statements and the Unaudited Interim Combined Financial Statements as set out in Appendices A and B of this Offer Document respectively for the basis of preparation of the combined nancial statements of our Group. NAV per Share as at 31 March 2013 and 30 June 2013 have been computed based on our pre-Invitation share capital of 225,000,000 Shares.

Unaudited as at 30 June 2013

31 March 2013

22,279 22,279

23,775 23,775

16,958 6,362 2,985 5,942 32,247 54,526

16,349 3,724 2,769 4,094 26,936 50,711

3,500 5,357 8,857

3,500 7,516 11,016

12,521 1,346 13,867

13,925 1,234 15,159

1,662 6,443 17,964 5,733 31,802 45,669 54,526 3.94

1,828 4,969 13,296 4,443 24,536 39,695 50,711 4.90

(2)

54

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND RESULTS OF OPERATIONS

In the following section we discuss our historical combined results of operations for the nancial years ended 31 March 2011, 2012 and 2013 and nancial period ended 30 June 2013, our historical combined nancial positions as at 31 March 2013 and 30 June 2013, and our managements assessment of the factors that may affect our prospects and performance in future periods. You should read the following discussion together with the Audited Combined Financial Statements, the Unaudited Interim Combined Financial Statements and the Unaudited Pro Forma Combined Financial Information as set out in Appendices A, B and C of this Offer Document respectively. This discussion and analysis contains forward-looking statements which involve risks and uncertainties. Our actual results may differ from those anticipated in these forward-looking statements. Factors that might cause our actual future results to differ from those projected in the forward-looking statements include, but are not limited to, those discussed below and elsewhere in this Offer Document, particularly in the section entitled Risk Factors of this Offer Document. OVERVIEW We specialise in the business of distribution of ultra-luxury automobiles and luxury automobiles and provision of after-sales services. Our automobile distribution business retails new ultra-luxury automobiles and luxury automobiles as well as pre-owned automobiles. As at the Latest Practicable Date, we carry automobile brands comprising mainly Lamborghini, Pagani and Alfa Romeo, and customised automobiles supplied by Touring Superleggera. The provision of our after-sales services includes sales of automobile parts and accessories. Incidentally, we also operate an automobile leasing business as an ancillary business complementing our automobile distribution business. Since September 2012, we have embarked on the luxury watch distribution and retail business. Revenue We derive our revenue primarily from (i) sale of automobiles, (ii) provision of after-sales services, and (iii) sale of watches. We retail new ultra-luxury automobiles and luxury automobiles, which include Lamborghini automobiles, Pagani automobiles and Alfa Romeo automobiles and customised automobiles supplied by Touring Superleggera, as well as pre-owned automobiles. We provide trade-in services to our customers by purchasing their pre-owned automobiles and subsequently disposing them in the market. Revenue from the sale of automobiles is recognised upon the transfer of signicant risks and rewards of ownership of the products to our customers. During the Period under Review, revenue from sale of new automobiles was mainly derived from Lamborghini automobiles, Alfa Romeo automobiles and Lotus automobiles. We also provide after-sales services to our automobile customers. Our after-sales services include maintenance and repair services, breakdown assistance services and sale of automobile parts and accessories such as body components, under-carriage components, engine parts and batteries. Generally, we are able to command better margins for provision of after-sales services to customers for automobiles with expired warranties compared to automobiles which are covered by warranties. For the Period under Review, we only provided servicing and repair of automobiles for brands we sold under the distributorship and dealership agreements. Revenue from the provision of after-sales services is recognised upon the completion of the services rendered and acceptance by customers. As part of our vision to be a provider of luxury lifestyle products, we began selling luxury watches, being the Swiss-made deLaCour brand of watches, in September 2012. Revenue from the sale of watches is recognised upon the transfer of signicant risks and rewards of ownership of the products to our customers.

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The table below sets out a breakdown of our revenue in FY2011, FY2012, FY2013, 1Q2013 and 1Q2014:
Revenue FY2011 S$000 % 102,237 71,345 30,892 4,941 107,178 95.4 66.6 28.8 4.6 100.0 FY2012 S$000 % 108,207 67,162 41,045 4,835 113,042 95.7 59.4 36.3 4.3 100.0 FY2013 S$000 % 78,530 58,609 19,921 5,566 2,272 86,368 91.0 67.9 23.1 6.4 2.6 100.0 1Q2013 S$000 % 24,289 19,561 4,728 1,359 25,648 94.7 76.3 18.4 5.3 100.0 1Q2014 S$000 % 17,355 12,798 4,557 1,549 659 19,563 88.7 65.4 23.3 7.9 3.4 100.0

Sale of Automobiles - New Automobiles - Pre-owned Automobiles Provision of After-Sales Services Sale of Watches Total Revenue

Please refer to the section entitled General Information on our Group Business Overview of this Offer Document for a more comprehensive discussion of the products and services we provide. Our revenue was derived principally from the sale of new and pre-owned automobiles, which accounted for approximately 95.4%, 95.7%, 91.0%, 94.7% and 88.7% of our total revenue in FY2011, FY2012, FY2013, 1Q2013 and 1Q2014 respectively. Revenue from the provision of after-sales services accounted for approximately 4.6%, 4.3%, 6.4%, 5.3% and 7.9% of our total revenue in FY2011, FY2012, FY2013, 1Q2013 and 1Q2014 respectively. Revenue from our sale of watches accounted for approximately 2.6% and 3.4% of our total revenue in FY2013 and 1Q2014 respectively. Revenue from our automobile leasing business has not been signicant for the Period under Review. Factors affecting our revenue Our revenue may be affected by, inter alia, the following key factors: (a) demand for ultra-luxury automobiles and luxury automobiles in Singapore. The demand for ultraluxury automobiles and luxury automobiles in Singapore is affected by, inter alia, the disposable income level per capita and purchasing power in Singapore; launch of new automobile models by the automobile manufacturers. Generally, new automobile models are able to command higher sales; changes in laws and regulations in relation to automobile ownership; our ability to maintain our long-term arrangements with our key suppliers; our ability to continue to retain the services of our key management personnel; and our ability to compete effectively in the automobile industry with competitors in this market in terms of, inter alia, brand, quality, delivery time and price.

(b)

(c) (d) (e) (f)

Please refer to the section entitled Risk Factors of this Offer Document for a more comprehensive discussion of other factors which may affect our business operations, revenue and nancial performance.

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Cost of Sales Our cost of sales comprises cost of purchases (which include cost of new and pre-owned automobiles, cost of spare parts and cost of luxury watches), vehicle taxes and fees, and other costs. The following table sets out a breakdown of our cost of sales in FY2011, FY2012, FY2013, 1Q2013 and 1Q2014:
Cost of Sales FY2011 S$000 % 63,661 27,978 3,012 94,651 67.2 29.6 3.2 100.0 FY2012 S$000 % 63,455 28,613 2,445 94,513 67.1 30.3 2.6 100.0 FY2013 S$000 % 40,922 26,209 2,040 69,171 59.2 37.9 2.9 100.0 1Q2013 S$000 % 11,008 8,410 670 20,088 54.8 41.9 3.3 100.0 1Q2014 S$000 % 10,493 3,236 929 14,658 71.6 22.1 6.3 100.0

Cost of Purchases Vehicle Taxes and Fees Other Costs Total Cost of Sales

Our cost of purchases forms the biggest part of our cost of sales and these costs include cost of new and pre-owned automobiles, provision for write-down of pre-owned automobiles, cost of automobile parts and accessories, and cost of luxury watches. We purchase new automobiles from automobile manufacturers and pre-owned automobiles mainly from our customers who trade-in their pre-owned automobiles when they purchase our new automobiles. We procure automobile parts and accessories mainly from automobile manufacturers. We purchase luxury watches, being the Swiss-made deLaCour brand of watches, from the deLaCour Manufacturer, a Genevabased watchmaker. Cost of purchases accounted for approximately 67.2%, 67.1%, 59.2%, 54.8% and 71.6% of our cost of sales in FY2011, FY2012, FY2013, 1Q2013 and 1Q2014 respectively. Our vehicle taxes and fees comprise mainly registration fees, cost of COE, excise duties and road tax. Vehicle taxes and fees accounted for approximately 29.6%, 30.3%, 37.9%, 41.9% and 22.1% of our cost of sales in FY2011, FY2012, FY2013, 1Q2013 and 1Q2014 respectively. Other costs comprise mainly direct labour costs, sub-contracting costs, freight and delivery charges and warranty provisions. Direct labour costs comprise mainly salaries and other staff-related expenses of our employees involved in servicing and repair of automobiles. Sub-contracting costs comprise mainly costs incurred when procuring external parties to provide certain other repair services. Other costs accounted for approximately 3.2%, 2.6%, 2.9%, 3.3% and 6.3% of our cost of sales in FY2011, FY2012, FY2013, 1Q2013 and 1Q2014 respectively. Our cost of sales may be affected by, inter alia, the following key factors: (a) fluctuations in purchase price from automobile manufacturers. Our purchase cost of new automobiles and spare parts from automobile manufacturers are determined by the automobile manufacturers and we have no control or inuence over their pricing and business strategies. However, our purchase costs of new automobiles are affected by the volume discounts that we receive from automobile manufacturers based on the number of new automobiles that we purchase or sell; changes in the additional registration fees structure. Prior to 1Q2014, additional registration fees chargeable by the LTA were calculated based on 100% of the open market value (the price assessed by Singapore Customs that takes into account the purchase price and all other charges incidental to the sale and delivery of the automobiles from its country of manufacture to Singapore) of new automobiles.

(b)

57

As announced in the Singapore Budget 2013, a tiered additional registration fees structure was introduced to replace the original registration fee of a 100% at rate of open market value. Under the new structure, the additional registration fees for automobile models with open market values up to S$20,000 will remain at the rate of 100%, the next S$30,000 of open market value of the automobile will attract a rate of 140% and any open market value beyond S$50,000 will attract a rate of 180%. The new tiered structure applies to every automobile that is registered with COEs obtained from the rst COE bidding exercise in March 2013. The new tiered additional registration fees structure will affect our cost of sales; (c) changes in custom duties. During the Period under Review, custom duties payable to Singapore Customs were calculated based on 20% of the open market value of a new automobile. Any changes in the charges imposed by Singapore Customs will signicantly affect our cost of sales; uctuations in prices of COE. Prices of COE uctuated during the Period under Review. A signicant increase in the COE prices will increase our cost of sales; and changes in government regulations and requirements. Changes in regulations and requirements applicable to the automobile industry could increase our cost of sales. For instance, under the new vehicle tax system which took effect from 1 January 2013, an additional tax of up to S$20,000 would be levied on automobiles with high carbon emission with effect from 1 July 2013.

(d)

(e)

Please refer to the section entitled Risk Factors of this Offer Document for a more comprehensive discussion of other factors which may affect our business operations and nancial performance. Gross Prot and Gross Prot Margin Our gross prot was determined after deducting cost of sales from our revenue. Accordingly, our gross prot margin was approximately 11.7%, 16.4%, 19.9%, 21.7% and 25.1% in FY2011, FY2012, FY2013, 1Q2013 and1Q2014 respectively. Other Income Our other income comprises mainly commission income, rental income, deferred income and sundry income. The following table sets forth a breakdown of our other income in FY2011, FY2012, FY2013, 1Q2013 and 1Q2014:
Other Income FY2011 S$000 Commission Income Rental Income Deferred Income Sundry income Total Other Income 692 511 326 1,529 % 45.3 33.4 21.3 100.0 FY2012 S$000 1,378 600 508 459 2,945 % 46.8 20.4 17.2 15.6 100.0 FY2013 S$000 2,542 606 448 539 4,135 % 61.5 14.6 10.8 13.1 100.0 1Q2013 S$000 432 141 127 88 788 % 54.8 17.9 16.1 11.2 100.0 1Q2014 S$000 283 168 112 57 620 % 45.7 27.0 18.1 9.2 100.0

Commission income arises from (i) referral fees for successful referral to banks and nance companies for hire purchase arrangements; and (ii) fees for provision of funding support to EC and PT EuroSport in respect of orders for Lamborghini automobiles placed by EC and PT EuroSport (please refer to the section entitled Interested Person Transactions of this Offer Document for further details of the aforesaid funding support arrangements). Rental income arises mainly from the subletting of our premises at 30 Teban Gardens Crescent.

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Deferred income arises from the recognition of income relating to the additions to our premises at 30 Teban Gardens Crescent. The additions to premises of S$4.05 million during FY2012 relate to the fair value of the additions and extension of an additional third storey, comprising an automobile service centre and an ancillary ofce to an existing second storey detached factory constructed on the premises that were leased by our Group to a tenant. Our Group agreed to reimburse the tenant an amount of S$1 million in FY2012 for the cost of construction, with the tenant incurring the remaining cost of construction. The amount was paid in FY2013. In accordance with Interpretations of Financial Reporting Standards 118 Transfer of Assets from Customers, we recognised S$3.05 million as deferred income over the expected lease period from April 2011 to June 2017 on a straight line method. The deferred income amount of S$3.05 million has been subsequently revised to S$2.75 million as our Group reimbursed the tenant an additional amount of S$0.30 million in FY2013. Sundry income comprises mainly unclaimed customer deposits which pertain to deposits placed by customers for ordered automobiles, but did not take delivery subsequently, reimbursements of water and electricity bills from tenants, accident claims from insurance companies and reimbursement of handling fees of freight forwarders. Other income amounted to approximately S$1.53 million, S$2.95 million, S$4.14 million, S$0.79 million and S$0.62 million in FY2011, FY2012, FY2013, 1Q2013 and 1Q2014 respectively. Interest Income Interest income comprises interest received from cash deposits placed with nancial institutions and interest charged to customers for late payment in relation to sale of automobiles. Other Credits and Charges Our other credits and charges comprise mainly allowance for impairment on trade receivables and bad debts written off, foreign exchange adjustment losses or gains, other nancial assets written off, loss or gain on disposal and write-off of plant and equipment and other payables written back. The following table sets forth our other credits and charges in FY2011, FY2012, FY2013, 1Q2013 and 1Q2014:
Other Credits and Charges FY2011 S$000 Allowance for Impairment on Trade Receivables and Bad Debts written off Foreign Exchange Adjustment Losses/(Gains) Other Financial Assets Written Off Loss/(Gain) on Disposal and Write-Off of Plant and Equipment Other Payables Written Back Miscellaneous Credits and Charges Total Other Credits and Charges FY2012 S$000 FY2013 S$000 1Q2013 S$000 1Q2014 S$000

68 (87) 1 (18)

235 117 15 (48) (230) 3 92

182 205 112 (10) 489

110 162 139 411

16 16

Allowances for impairment on trade receivables and bad debts written off arise from amounts uncollectible from trade and other debtors. Foreign exchange adjustment losses or gains arise due to (i) uctuations in foreign currencies relating to our purchases; and (ii) foreign currency forward contracts gains or losses. Other nancial assets written-off arise from write-off of investments in E-Elements. Information on E-Elements can be found in the section entitled Interested Person Transactions Past Interested Person Transactions Disposal of shares in E-Elements of this Offer Document. The loss or gain on disposal and write-off of plant and equipment arises mainly due to disposals of automobiles used by our Group and the write-off of the renovation at the showroom at 11 Leng Kee Road upon the non-renewal of the lease in FY2013.

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Other payables written-back relate to write-back of other payables of a related party, Multigo Realty Investment (S) Pte Ltd, of S$0.23 million. Multigo Realty Investment (S) Pte Ltd was incorporated in Singapore on 23 May 1990 under the Companies Act as a private limited company. The company was dissolved by way of a members voluntary winding-up as of 1 March 2012. The principal activity of the company was that of real estate development. Immediately prior to the winding-up of the company, the issued and paid-up share capital of the company was S$300,000 comprising 300,000 ordinary shares, which was held by the late Goh Lue Tee (122,000 shares or 40.7% interest), our Executive Chairman and CEO, Melvin Goh (177,999 shares or 59.3% interest) and our Executive Director and Deputy CEO, Andy Goh (one (1) share). The directors of the company were our Executive Chairman and CEO, Melvin Goh and our Executive Director and Deputy CEO, Andy Goh. Miscellaneous credits and charges relate to government grant income and other assets written off. We recorded net credits in this respect of approximately S$0.02 million in FY2011, and net charges of approximately S$0.09 million, S$0.49 million, S$0.41 million and S$0.02 million in FY2012, FY2013, 1Q2013 and 1Q2014 respectively. Marketing and Distribution Expenses Our marketing and distribution expenses comprise advertising and promotions, sales commission, entertainment expenses, rental expenses and servicing expenses. The following table sets forth a breakdown of our marketing and distribution expenses in FY2011, FY2012, FY2013, 1Q2013 and 1Q2014:
Marketing and Distribution Expenses

FY2011 S$000 %

FY2012 S$000 %

FY2013 S$000 %

1Q2013 S$000 %

1Q2014 S$000 %

Advertising and Promotions Sales Commission Entertainment Expenses Rental Expenses Servicing Expenses Total Marketing and Distribution Expenses

933 797 524 276 264 2,794

33.4 28.5 18.8 9.9 9.4 100.0

1,580 990 560 304 236 3,670

43.1 27.0 15.2 8.3 6.4 100.0

1,590 755 650 120 247 3,362

47.3 22.5 19.3 3.6 7.3 100.0

310 163 85 81 44 683

45.4 23.9 12.4 11.9 6.4 100.0

366 170 145 38 719

50.9 23.6 20.2 5.3 100.0

Advertising and promotions comprise mainly advertisement expenses, expenses incurred on launch of new automobiles, sponsorship for third party events, and expenses related to our marketing events. Advertising and promotions accounted for approximately 33.4%, 43.1%, 47.3%, 45.4% and 50.9% of our marketing and distribution expenses in FY2011, FY2012, FY2013, 1Q2013 and 1Q2014 respectively. Sales commission comprises sales commission paid to sales personnel. Sales commission accounted for approximately 28.5%, 27.0%, 22.5%, 23.9% and 23.6% of our marketing and distribution expenses in FY2011, FY2012, FY2013, 1Q2013 and 1Q2014 respectively. Entertainment expenses comprise local and overseas entertainment expenses incurred by our employees involved in sales and marketing activities and gifts to customers. Entertainment expenses accounted for approximately 18.8%, 15.2%, 19.3%, 12.4% and 20.2% of our marketing and distribution expenses in FY2011, FY2012, FY2013, 1Q2013 and 1Q2014 respectively. Rental expenses comprise lease of showroom at 11 Leng Kee Road. The lease of premises at 11 Leng Kee Road expired in September 2012 and was not renewed. We allocate rental expenses to marketing and distribution expenses and administrative expenses based on the area usage of the premises for ofce and showroom purposes. Rental expenses accounted for approximately 9.9%, 8.3%, 3.6% and 11.9% of our marketing and distribution expenses in FY2011, FY2012, FY2013 and 1Q2013 respectively.

60

Servicing expenses comprise mainly services provided to customers on a goodwill basis in relation to repair and servicing of automobiles. Servicing expenses accounted for approximately 9.4%, 6.4%, 7.3%, 6.4% and 5.3% of our marketing and distribution expenses in FY2011, FY2012, FY2013, 1Q2013 and 1Q2014 respectively. Total marketing and distribution expenses amounted to approximately S$2.79 million, S$3.67 million, S$3.36 million, S$0.68 million and S$0.72 million and accounted for approximately 2.6%, 3.2%, 3.9%, 2.7% and 3.7% of our revenue in FY2011, FY2012, FY2013, 1Q2013 and 1Q2014 respectively. Administrative Expenses Our administrative expenses comprise employee benets expenses, depreciation expenses, utilities and maintenance expenses, rental expenses, repair and maintenance expenses, travelling expenses, listing expenses and other administrative expenses. The following table sets forth a breakdown of our administrative expenses in FY2011, FY2012, FY2013, 1Q2013 and 1Q2014:
Administrative Expenses FY2011 S$000 Employee Benets Expenses Depreciation Expenses Utilities and Maintenance Expenses Rental Expenses Repair and Maintenance Expenses Travelling Expenses Listing Expenses Other Administrative Expenses Total Administrative Expenses % FY2012 S$000 % FY2013 S$000 % 1Q2013 S$000 % 1Q2014 S$000 %

3,963 730 329 439 404 232 1,196 7,293

54.4 10.0 4.5 6.0 5.5 3.2 16.4 100.0

4,036 1,527 446 491 274 235 971 7,980

50.6 19.1 5.6 6.1 3.4 3.0 12.2 100.0

3,666 1,808 443 378 282 336 713 1,114 8,740

41.9 20.7 5.1 4.3 3.2 3.8 8.2 12.8 100.0

787 233 124 115 51 105 50 208 1,673

47.0 13.9 7.4 6.9 3.1 6.3 3.0 12.4 100.0

794 440 99 74 86 67 66 397 2,023

39.2 21.8 4.9 3.7 4.2 3.3 3.3 19.6 100.0

Our employee benets expenses comprise mainly salaries, bonuses and other staff-related expenses of our employees (including our Executive Directors) involved in administrative functions, directors fees and remuneration, medical fees and welfare and training cost. Employee benets expenses accounted for approximately 54.4%, 50.6%, 41.9%, 47.0% and 39.2% of our administrative expenses in FY2011, FY2012, FY2013, 1Q2013 and 1Q2014 respectively. Our depreciation expenses comprise depreciation charges for plant and equipment, motor vehicles, renovation and leasehold property and improvements. Depreciation expenses accounted for approximately 10.0%, 19.1%, 20.7%, 13.9% and 21.8% of our administrative expenses in FY2011, FY2012, FY2013, 1Q2013 and 1Q2014 respectively. Our utilities and maintenance expenses comprise mainly electricity and water charges, ofce security charges and cleaning charges. Utilities and maintenance expenses accounted for approximately 4.5%, 5.6%, 5.1%, 7.4% and 4.9% of our administrative expenses in FY2011, FY2012, FY2013, 1Q2013 and 1Q2014 respectively. Our rental expenses comprise mainly lease of our premises at 30 Teban Gardens Crescent and lease of showroom at 11 Leng Kee Road. The lease of premises at 11 Leng Kee Road expired in September 2012 and was not renewed. We allocate rental expenses for 11 Leng Kee Road to marketing and distribution expenses and administrative expenses based on the area usage of the premises for ofce and showroom purposes. Rental expenses accounted for approximately 6.0%, 6.1%, 4.3%, 6.9% and 3.7% of our administrative expenses in FY2011, FY2012, FY2013, 1Q2013 and 1Q2014 respectively.

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Our repair and maintenance expenses comprise mainly repair and maintenance expenses for buildings, motor vehicles, ofce equipment and service centre equipment. Repair and maintenance expenses accounted for approximately 5.5%, 3.4%, 3.2%, 3.1% and 4.2% of our administrative expenses in FY2011, FY2012, FY2013, 1Q2013 and 1Q2014 respectively. Our travelling expenses comprise mainly air fares and hotel accommodation charges incurred by our Executive Directors on their overseas trips for work and business development purposes. Travelling expenses accounted for approximately 3.2%, 3.0%, 3.8%, 6.3% and 3.3% of our administrative expenses in FY2011, FY2012, FY2013, 1Q2013 and 1Q2014 respectively. Our listing expenses comprise our share of the professional and listing fees in relation to the Invitation. Listing expenses accounted for approximately 8.2%, 3.0% and 3.3% of our administrative expenses in FY2013, 1Q2013 and 1Q2014 respectively. Other administrative expenses comprise mainly property tax, insurance, professional fees, donations, telecommunications, ofce supplies, bank and credit card charges, LTA charges, guarantor fees paid to our Executive Directors for providing personal guarantees on the banking facilities of our Group and housing benets provided to our Executive Director and Deputy CEO, Andy Goh (please refer to the section entitled Interested Person Transactions of this Offer Document for further details) and other miscellaneous expenses. Other administrative expenses accounted for approximately 16.4%, 12.2%, 12.8%, 12.4% and 19.6% of our administrative expenses in FY2011, FY2012, FY2013, 1Q2013 and 1Q2014 respectively. Administrative expenses amounted to approximately S$7.29 million, S$7.98 million, S$8.74 million, S$1.67 million and S$2.02 million and accounted for approximately 6.8%, 7.1%, 10.1%, 6.5% and 10.3% of our revenue in FY2011, FY2012, FY2013, 1Q2013 and 1Q2014 respectively. Finance Costs Our nance costs comprise interest expenses on bank loans, bank overdrafts, nance leases, letters of credit and trust receipts which amounted to approximately S$0.74 million, S$0.50 million, S$0.47 million, S$0.09 million and S$0.17 million in FY2011, FY2012, FY2013, 1Q2013 and 1Q2014 respectively. Income Tax Expense We are subject to income tax at the applicable tax rate in Singapore. The statutory tax rate for Singapore for the Period under Review was 17.0%. Our income tax expense was approximately S$0.53 million, S$1.69 million, S$1.63 million, S$0.59 million and S$0.44 million for FY2011, FY2012, FY2013, 1Q2013 and 1Q2014 respectively. Our effective income tax rate was approximately 16.4%, 18.1%, 19.5%, 17.0% and 17.0% in FY2011, FY2012, FY2013, 1Q2013 and 1Q2014 respectively. REVIEW OF RESULTS OF OPERATIONS FY2012 compared to FY2011 Revenue Our revenue increased by approximately S$5.86 million or 5.5%, from S$107.18 million in FY2011 to S$113.04 million in FY2012. Our sale of automobiles increased by approximately S$5.97 million or 5.8%, from S$102.24 million in FY2011 to S$108.21 million in FY2012. The increase was mainly due to an increase in sale of preowned automobiles of S$10.15 million, arising from clearance of inventory of pre-owned automobiles brought forward from FY2011 and trade-in automobiles in FY2012. This led to higher number of preowned automobiles sold in FY2012 (being 78 pre-owned automobiles), as compared to 55 pre-owned automobiles sold in FY2011. 21 pre-owned automobiles were sold to Motor-Way Credit, an independent third party, in FY2012 as compared to eight (8) pre-owned automobiles in FY2011. This was partially offset by a decrease in sale of new automobiles of S$4.18 million. 52 new Lamborghini automobiles were sold in FY2012 compared to 63 new Lamborghini automobiles in FY2011. The decrease in sale of new

62

automobiles was mainly due to fewer Lamborghini Gallardo models sold as the life cycle for this range was coming to an end and customers were expecting the launch of a new Lamborghini automobile model. The new Lamborghini automobile model, Aventador LP 700-4, was launched in the rst half of FY2012 and delivered to customers in the second half of FY2012. Costs of Sales Our cost of sales decreased by approximately S$0.14 million or 0.1%, from S$94.65 million in FY2011 to S$94.51 million in FY2012. The decrease was mainly due to a decrease in (i) cost of purchases by S$0.21 million; and (ii) other costs by S$0.57 million. The decrease was partially offset by the increase in vehicle taxes and fees by S$0.64 million. Gross Prot and Gross Prot Margin Our gross prot increased by approximately S$6.00 million or 47.9%, from S$12.53 million in FY2011 to S$18.53 million in FY2012. Our gross prot margin increased from approximately 11.7% in FY2011 to 16.4% in FY2012. The increase in gross prot margin was mainly due to (i) higher gross prot margin from the new Lamborghini automobile model, Lamborghini Aventador LP 700-4, which was launched in the rst half of FY2012 and delivered to customers in the second half of FY2012; and (ii) increase in after-sale services provided to customers for automobiles with expired warranties which have higher gross prot margins as compared to automobiles which are covered by warranties in FY2012. Other Income Our other income increased by approximately S$1.42 million or 92.5%, from S$1.53 million in FY2011 to S$2.95 million in FY2012. The increase in other income was mainly due to (i) deferred income of S$0.51 million arising from the recognition of income relating to the additions to our premises at 30 Teban Gardens Crescent in FY2012 while there was no such deferred income in FY2011; and (ii) the increase in commission income by approximately S$0.69 million arising from higher hire purchase referral income earned as customers took larger loan amounts and longer tenure hire purchase loans from banks and nance companies, and higher funding fees from EC and PT EuroSport as a result of increase in orders for Lamborghini automobiles placed by EC and PT EuroSport in FY2012 (please refer to the section entitled Interested Person Transactions of this Offer Document for further details on the aforesaid funding support arrangements). Interest Income Our interest income increased by approximately S$0.09 million or 631.2%, from S$0.01 million in FY2011 to S$0.10 million in FY2012. This was mainly due to interest charged to a customer for late payment in relation to the sale of a new automobile in FY2012, while there was no such interest charged in FY2011. Other Credits and Charges Our other charges increased by S$0.11 million, from a credit of S$0.02 million in FY2011 to a charge of S$0.09 million in FY2012. The increase was mainly due to: (i) an increase in allowance for impairment on trade receivables and bad debts written off of S$0.17 million; a foreign exchange loss of S$0.12 million in FY2012 as compared to a foreign exchange gain of S$0.09 million in FY2011. The foreign currency loss in arose mainly from the unwinding of our forward currency contracts entered earlier at a loss as depreciated against S$. We had to unwind our forward currency contracts as our key manufacturers changed the currency in which they billed us from to S$; and an increase of S$0.02 million in other nancial assets written off arising from write-off of investment in E-Elements.

(ii)

(iii)

The increase was partially offset by the write-back of other payables of a related party, Multigo Realty Investment (S) Pte Ltd of S$0.23 million in FY2012. The related party was voluntarily dissolved by members in March 2012. 63

Marketing and Distribution Expenses Our marketing and distribution expenses increased by S$0.88 million or 31.3%, from S$2.79 million in FY2011 to S$3.67 million in FY2012. The increase was mainly due to the increase in (i) advertising and promotions of S$0.65 million in relation to our 10th anniversary celebration as a Lamborghini dealer in Singapore and the launch of a new Lamborghini automobile model, Aventador LP 700-4; and (ii) sales commission of S$0.19 million due to higher sale of automobiles achieved in FY2012. Administrative Expenses Our administrative expenses increased by approximately S$0.69 million or 9.4%, from S$7.29 million in FY2011 to S$7.98 million in FY2012. The increase was mainly due to the increase in (i) depreciation expenses of S$0.80 million arising mainly from the construction of an additional third storey comprising an automobile service centre and an ancillary ofce to an existing second storey detached factory constructed on the premises that were leased by our Group to a tenant; (ii) utilities and maintenance expenses of S$0.12 million, out of which the increase of S$0.08 million was due to increase in utilities bills arising from higher usage by the tenant upon the completion of their automobile service centre in April 2011; and (iii) employee benets expenses of S$0.07 million mainly due to higher bonuses paid to our employees. This was partially offset by the decrease in (i) repair and maintenance expenses of S$0.13 million; and (ii) other administrative expenses of S$0.23 million mainly due to absence of guarantor fees paid to our Executive Directors in FY2012, compared to guarantor fees of S$0.13 million paid to our Executive Directors in FY2011. Finance Costs Our nance costs decreased by approximately S$0.24 million or 32.3%, from S$0.74 million in FY2011 to S$0.50 million in FY2012, mainly due to the decrease in the level of bank borrowings during FY2012. Income Tax Expense Our income tax expense increased by approximately S$1.16 million or 216.5%, from S$0.53 million in FY2011 to S$1.69 million in FY2012, due to the higher prot before tax achieved. Prot, Net of Tax As a result of the above, our prot after tax increased by approximately S$4.91 million or 180.2%, from S$2.73 million in FY2011 to S$7.64 million in FY2012. FY2013 compared to FY2012 Revenue Our revenue decreased by approximately S$26.67 million or 23.6%, from S$113.04 million in FY2012 to S$86.37 million in FY2013. Our sale of automobiles decreased by approximately S$29.68 million or 27.4%, from S$108.21 million in FY2012 to S$78.53 million in FY2013. The decrease was mainly due to a decrease in (i) sale of preowned automobiles of S$21.13 million; and (ii) sale of new automobiles of S$8.55 million. The decrease in sale of pre-owned automobiles was mainly due to the lower number of pre-owned automobiles sold in FY2013 (being 32 pre-owned automobiles), as compared to 78 pre-owned automobiles sold in FY2012 when there was a clearance of inventory of pre-owned automobiles brought forward from FY2011 and trade-in automobiles in FY2012. The decrease in the sale of new automobiles was mainly due to fewer Lamborghini Gallardo models sold as the life cycle for this range was coming to an end, partially offset by increase in sale of the new Lamborghini automobile model, Aventador LP 700-4. 42 new Lamborghini automobiles were sold in FY2013 compared to 52 new Lamborghini automobiles in FY2012. We recognised revenue of approximately S$2.27 million for the sale of deLaCour watches in FY2013, while there was no such revenue from sale of watches in FY2012. Our revenue from provision of after-sales services increased by S$0.73 million or 15.1%, from S$4.84 million in FY2012 to S$5.57 million in FY2013. The increase in revenue from provision of after-sales services was mainly due to the increase in maintenance and repair services for increased number of older automobiles on the road, sales of automobile parts and accessories, and certain other repair services. 64

Costs of Sales Our cost of sales decreased by approximately S$25.34 million or 26.8%, from S$94.51 million in FY2012 to S$69.17 million in FY2013. The decrease was mainly due to a decrease in (i) cost of purchases by S$22.53 million; (ii) vehicle taxes and fees by S$2.41 million; and (iii) other costs by S$0.40 million. Gross Prot and Gross Prot Margin Our gross prot decreased by approximately S$1.33 million or 7.2% from S$18.53 million in FY2012 to S$17.20 million in FY2013. Notwithstanding the decline in gross prot, our gross prot margin increased from approximately 16.4% in FY2012 to 19.9% in FY2013. The increase in gross prot margin was mainly due to: (i) the sale of pre-owned automobiles at prices which achieve lower gross loss margins on average as compared to FY2012. The lower gross loss margin from the sale of pre-owned automobiles was primarily due to the sale of pre-owned automobiles in FY2013, which were acquired at more favourable prices as compared to the sale of pre-owned automobiles in FY2012; and increase in the provision of after-sales services and sale of deLaCour watches in FY2013, which have higher gross prot margins as compared to sale of automobiles.

(ii)

Other Income Our other income increased by approximately S$1.19 million or 40.4%, from S$2.95 million in FY2012 to S$4.14 million in FY2013. The increase in other income was mainly due to the increase in commission income of S$1.16 million arising from higher funding fees from EC and PT EuroSport as a result of the increase in orders for Lamborghini automobiles placed by EC and PT EuroSport in FY2013 (please refer to the section entitled Interested Person Transactions of this Offer Document for further details on the aforesaid funding support arrangements). Interest Income Our interest income decreased by approximately S$0.03 million or 28.0%, from S$0.10 million in FY2012 to S$0.07 million in FY2013 mainly due to decrease in interest charged for late payment in relation to sale of automobiles. Other Credits and Charges Our other charges increased by approximately S$0.40 million or 431.4% from a charge of S$0.09 million in FY2012 to a charge of S$0.49 million in FY2013. The increase was mainly due to: (i) loss on disposal of plant and machinery of S$0.11 million arising from the write-off of the renovations of showroom at 11 Leng Kee Road upon the non-renewal of the lease in FY2013 compared to gain on disposal of plant and machinery of S$0.05 million in FY2012; increase in foreign exchange loss of S$0.09 million. The foreign currency loss in FY2013 in arose mainly from the unwinding of our forward currency contracts entered earlier at a loss as depreciated against S$. We had to unwind our forward currency contracts as our key manufacturers changed their billing to us from to S$. As at 31 March 2013, we have no outstanding forward currency contracts; and absence of write-back of other payables in FY2013, while in FY2012, there was a write-back of other payables of a related party, Multigo Realty Investment (S) Pte Ltd of S$0.23 million. The related party was voluntarily dissolved by members in March 2012.

(ii)

(iii)

Marketing and Distribution Expenses Our marketing and distribution expenses decreased by approximately S$0.31 million or 8.4%, from S$3.67 million in FY2012 to S$3.36 million in FY2013. The decrease was mainly due to the decrease in (i) rental expenses of S$0.18 million arising from the non-renewal of lease at 11 Leng Kee Road; and (ii) sales commission of S$0.24 million due to lower sale of automobiles achieved in FY2013.

65

Administrative Expenses Our administrative expenses increased by approximately S$0.76 million or 9.5% from S$7.98 million in FY2012 to S$8.74 million in FY2013. The increase was mainly due to (i) an increase in depreciation expenses of S$0.28 million arising from purchase of motor vehicles, tools and equipment and renovation of showroom and service centre at 30 Teban Gardens Crescent; (ii) an increase in travelling expenses of S$0.10 million; (iii) listing expenses of S$0.71 million incurred in FY2013 while there was no such expenses in FY2012; and (iv) an increase in other administrative expenses of S$0.14 million. The increase in administrative expenses was partially offset by the decrease in (i) employee benets expenses of S$0.37 million as there were no directors fees accrued in FY2013; and (ii) rental expenses of S$0.11 million arising from the non-renewal of lease of premises at 11 Leng Kee Road. Finance Costs Our nance costs decreased by approximately S$0.03 million or 7.2% from S$0.50 million in FY2012 to S$0.47 million in FY2013, mainly due to the decrease in the level of bank borrowings during FY2013. Income Tax Expense Our income tax expense decreased by approximately S$0.06 million or 3.8% from S$1.69 million in FY2012 to S$1.63 million in FY2013, mainly due to lower prot before tax achieved and utilisation of tax losses brought forward from EuroAutomobile. Prot, Net of Tax As a result of the above, our prot after tax decreased by approximately S$0.92 million or 12.0%, from S$7.64 million in FY2012 to S$6.72 million in FY2013. 1Q2014 compared to 1Q2013 Revenue Our revenue decreased by approximately S$6.09 million or 23.7%, from S$25.65 million in 1Q2013 to S$19.56 million in 1Q2014. Our sale of automobiles decreased by approximately S$6.93 million or 28.5%, from S$24.29 million in 1Q2013 to S$17.36 million in 1Q2014. The decrease was mainly due to a decrease in sale of new automobiles of S$6.76 million as a result of (i) fewer Lamborghini automobiles sold; (ii) lower revenue from the sale of Alfa Romeo automobiles as there were six (6) units of Alfa Romeo automobiles exported in 1Q2014 where no registration fee or COE was required, leading to lower selling prices, while there was no such export sale in 1Q2013; and (iii) absence of sales of Lotus automobiles in 1Q2014 compared to four (4) Lotus automobiles sold in 1Q2013 as the Lotus Agreement had expired as of 31 March 2013 and was not renewed by the parties. This was partially offset by the sale of one (1) unit of Pagani automobile in 1Q2014 while there was no such sale in 1Q2013. We recognised revenue of approximately S$0.66 million for the sale of deLaCour watches in 1Q2014, while there was no such revenue from sale of watches in 1Q2013. Our revenue from provision of after-sales services increased by S$0.19 million or 14.0% from S$1.36 million in 1Q2013 to S$1.55 million in 1Q2014. The increase in revenue from provision of after-sales services was mainly due to the increase in maintenance and repair services for increased number of older automobiles on the road, sales of automobile parts and accessories, and certain other repair services. Costs of Sales Our cost of sales decreased by approximately S$5.43 million or 27.0%, from S$20.09 million in 1Q2013 to S$14.66 million in 1Q2014. The decrease was mainly due to a decrease in (i) costs of purchase by S$0.52 million; and (ii) vehicle taxes and fees by S$5.17 million. The decrease was partially offset by the increase in other costs by S$0.26 million.

66

Gross Prot and Gross Prot Margin Our gross prot decreased by approximately S$0.66 million or 11.8% from S$5.56 million in 1Q2013 to S$4.90 million in 1Q2014. Our gross prot margin increased from approximately 21.7% in 1Q2013 to 25.1% in 1Q2014. The increase in gross prot margin was mainly due to higher gross prot margin from the sale of Lamborghini automobiles in 1Q2014 compared to 1Q2013 due to lower cost of purchase and higher gross prot margin from the sale of one (1) unit of Pagani automobile. Other Income Our other income decreased by approximately S$0.17 million or 21.3%, from S$0.79 million in 1Q2013 to S$0.62 million in 1Q2014. The decrease in other income was mainly due to the decrease in commission income arising from lower hire purchase referral income earned resulting from the decrease in sale of automobiles and lower quantum of hire purchase nancing taken by our customers from banks and nance companies. Interest Income Our interest income remained relatively stable at approximately S$1,400 in 1Q2013 and 1Q2014. Other Credits and Charges Our other charges decreased by approximately S$0.39 million or 96.2% from a charge of S$0.41 million in 1Q2013 to a charge of S$0.02 million in 1Q2014. The decrease was mainly due to (i) absence of allowance for impairment on trade receivables and bad debts written off in 1Q2014, while in 1Q2013, there was an allowance for impairment on trade receivables and bad debts written off of S$0.11 million; (ii) absence of loss on disposal of plant and equipment in 1Q2014, while in 1Q2013, there was a loss on disposal of plant and equipment of S$0.14 million; and (iii) a decrease in foreign exchange loss of S$0.14 million. Marketing and Distribution Expenses Our marketing and distribution expenses increased by approximately S$0.04 million or 5.3%, from S$0.68 million in 1Q2013 to S$0.72 million in 1Q2014. Administrative Expenses Our administrative expenses increased by approximately S$0.35 million or 20.9% from S$1.67 million in 1Q2013 to S$2.02 million in 1Q2014. The increase was mainly due to the increase in (i) depreciation expenses of S$0.21 million arising from additions to our premises at 30 Teban Gardens Crescent; and (ii) other administrative expenses of S$0.19 million arising mainly from increase in donations of S$0.13 million. Finance Costs Our nance costs increased by approximately S$0.08 million or 80.7% from S$0.09 million in 1Q2013 to S$0.17 million in 1Q2014, mainly due to an increase in the level of bank borrowings during 1Q2014. Income Tax Expense Our income tax expense decreased by approximately S$0.15 million or 25.3% from S$0.59 million in 1Q2013 to S$0.44 million in 1Q2014, mainly due to lower prot before tax achieved. Prot, Net of Tax As a result of the above, our prot after tax decreased by approximately S$0.74 million or 25.4%, from S$2.90 million in 1Q2013 to S$2.16 million in 1Q2014.

67

REVIEW OF FINANCIAL POSITION As at 31 March 2013 A review of the nancial position of our Group as at 31 March 2013 is set out below. Non-Current Assets As at 31 March 2013, our non-current assets amounted to approximately S$22.28 million, representing 40.9% of our total assets and comprised property, plant and equipment, which include leasehold property and improvements, renovations, motor vehicles, plant and equipment, and construction in progress. Our construction in progress mainly relates to the acquisition costs of premises at 7 and 9 Chang Charn Road. Current Assets As at 31 March 2013, our current assets amounted to approximately S$32.25 million, representing 59.1% of our total assets and comprised the following: (i) inventories of approximately S$16.96 million, representing 52.6% of our current assets, which comprised new and pre-owned automobiles, automobile parts and accessories and watches; trade and other receivables of approximately S$6.36 million, representing 19.7% of our current assets, which comprised mainly trade receivables of S$1.50 million, and other receivables of S$4.86 million from EC and PT EuroSport relating to funding support to EC and PT EuroSport in respect of orders for Lamborghini automobiles placed by EC and PT EuroSport (please refer to the section entitled Interested Person Transactions of this Offer Document for further details on the aforesaid funding support arrangements); other current assets of approximately S$2.99 million, representing 9.3% of our current assets, which comprised mainly deferred expenses of approximately S$0.13 million relating to listing expenses, prepayments of S$0.08 million relating mainly to insurance, license fees and road tax, deposit payment of 1.0 million (equivalent to approximately S$1.58 million) paid to GTA Spain for orders of four (4) GTA automobiles, deposit payment of S$0.83 million paid to the Pagani Manufacturer and Alfa Romeo Manufacturer and deposit payment of S$0.21 million paid to the shareholders of E Collezione pursuant to a call option agreement with the shareholders of E Collezione (please refer to the section entitled Interested Person Transactions of this Offer Document for further details on the aforesaid call option agreement); and cash and cash equivalents of approximately S$5.94 million, representing 18.4% of our current assets.

(ii)

(iii)

(iv)

Non-Current Liabilities As at 31 March 2013, our non-current liabilities amounted to approximately S$13.87 million, representing 30.4% of our total liabilities and comprised the following: (i) other nancial liabilities of approximately S$12.52 million, representing 90.3% of our non-current liabilities, which comprised bank borrowings of S$11.95 million and nance lease payables of S$0.57 million; and other non-current liabilities of approximately S$1.35 million, representing 9.7% of our non-current liabilities, which comprised the non-current portion of the deferred income relating to the additions to our premises at 30 Teban Gardens Crescent.

(ii)

Current Liabilities As at 31 March 2013, our current liabilities amounted to approximately S$31.80 million, representing 69.6% of our total liabilities and comprised the following: (i) income tax payable of approximately S$1.66 million, representing 5.2% of our current liabilities;

68

(ii)

trade and other payables of approximately S$6.44 million, representing 20.3% of our current liabilities, which comprised trade payables of S$4.05 million relating to purchase of new and preowned automobiles and watches, accrued liabilities of S$0.64 million relating mainly to accrued employee benets and accrued marketing expenses, dividend payable of S$0.13 million, amount payable to a related party of S$1.09 million and other payables of S$0.53 million in respect of the construction of an annex to our premises at 30 Teban Gardens Crescent; other nance liabilities of approximately S$17.96 million, representing 56.5% of our current liabilities, which comprised bank overdrafts of S$1.90 million, bank borrowings of S$1.61 million, nance lease payables of S$0.92 million, and trust receipts and bills payables of S$13.53 million; and other current liabilities of approximately S$5.73 million, representing 18.0% of our current liabilities, which comprised deposits received from customers of S$4.87 million, current portion of deferred income of S$0.45 million relating to the additions to our premises at 30 Teban Gardens Crescent and warranty provision of S$0.41 million.

(iii)

(iv)

Equity As at 31 March 2013, our equity of approximately S$8.86 million comprised share capital and retained earnings. As at 30 June 2013 A review of the nancial position of our Group as at 30 June 2013 is set out below. Non-Current Assets As at 30 June 2013, our non-current assets amounted to approximately S$23.78 million, representing 46.9% of our total assets and comprised property, plant and equipment, which include leasehold property and improvements, renovations, motor vehicles, plant and equipment, and construction in progress. Our construction in progress mainly relates to the acquisition costs of premises at 7 and 9 Chang Charn Road. Current Assets As at 30 June 2013, our current assets amounted to approximately S$26.93 million, representing 53.1% of our total assets and comprised the following: (i) inventories of approximately S$16.35 million, representing 60.7% of our current assets, which comprised new and pre-owned automobiles, automobile parts and accessories and watches; trade and other receivables of approximately S$3.72 million, representing 13.8% of our current assets, which comprised mainly trade receivables of S$1.11 million, and other receivables of S$2.61 million from EC and PT EuroSport relating to funding support to EC and PT EuroSport in respect of orders of Lamborghini automobiles placed by EC and PT EuroSport (please refer to the section entitled Interested Person Transactions of this Offer Document for further details on the aforesaid funding support arrangements); other current assets of approximately S$2.77 million, representing 10.3% of our current assets, which comprised mainly prepayments of S$0.14 million relating mainly to insurance, license fees and road tax, deposit payment of 1.20 million (equivalent to approximately S$1.90 million) paid to GTA Spain for orders of ve (5) GTA automobiles, deposit payment of S$0.43 million paid to Touring Superleggera for order of one (1) automobile and deposit payment of S$0.21 million paid to the shareholders of E Collezione pursuant to a call option agreement with the shareholders of E Collezione (please refer to the section entitled Interested Person Transactions of this Offer Document for further details on the aforesaid call option agreement); and cash and cash equivalents of approximately S$4.09 million, representing 15.2% of our current assets.

(ii)

(iii)

(iv)

69

Non-Current Liabilities As at 30 June 2013, our non-current liabilities amounted to approximately S$15.16 million, representing 38.2% of our total liabilities and comprised the following: (i) other nancial liabilities of approximately S$13.93 million, representing 91.9% of our non-current liabilities, which comprised bank borrowings of S$11.57 million and nance lease payables of S$2.36 million; and other non-current liabilities of approximately S$1.23 million, representing 8.1% of our non-current liabilities, which comprised the non-current portion of the deferred income relating to the additions to our premises at 30 Teban Gardens Crescent.

(ii)

Current Liabilities As at 30 June 2013, our current liabilities amounted to approximately S$24.53 million, representing 61.8% of our total liabilities and comprised the following: (i) (ii) income tax payable of approximately S$1.83 million, representing 7.4% of our current liabilities; trade and other payables of approximately S$4.96 million, representing 20.3% of our current liabilities, which comprised trade payables of S$1.99 million relating to purchase of new and preowned automobiles and watches, accrued liabilities of S$0.54 million relating mainly to accrued employee benets and accrued marketing expenses, dividend payable of S$0.13 million, amount payable to a related party of S$1.09 million and other payables of S$1.21 million in respect of the construction of an annex to our premises at 30 Teban Gardens Crescent; other nance liabilities of approximately S$13.30 million, representing 54.2% of our current liabilities, which comprised bank overdrafts of S$1.96 million, bank borrowings of S$1.61 million, nance lease payables of S$1.34 million and trust receipts and bills payables of S$8.39 million; and other current liabilities of approximately S$4.44 million, representing 18.1% of our current liabilities, which comprised deposits received from customers of S$3.62 million, current portion of deferred income of S$0.45 million relating to the additions to our premises at 30 Teban Gardens Crescent and warranty provision of S$0.37 million.

(iii)

(iv)

Equity As at 30 June 2013, our equity of approximately S$11.02 million comprised share capital and retained earnings. LIQUIDITY AND CAPITAL RESOURCES We have nanced our working capital, capital expenditure and other capital requirements through a combination of funds generated from our operating activities, shareholders equity and bank borrowings. With regard to our liquidity and capital resources, we would like to highlight the following: (i) in FY2013 and 1Q2014, our Group generated net cash from operating activities amounting to approximately S$6.19 million and S$6.02 million respectively; as at 30 June 2013, we had net current assets amounting to approximately S$2.40 million with cash and cash equivalents of S$4.09 million; and as at 30 June 2013, we had total working capital nancing facilities (such as bank overdrafts and trade nance facilities) amounting to approximately S$49.75 million, of which S$13.49 million had been utilised.

(ii)

(iii)

Please refer to the section entitled Capitalisation and Indebtedness of this Offer Document for further details of our cash and credit facilities as at the Latest Practicable Date.

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Our Directors are of the reasonable opinion that, after taking into account the cash ows generated from our operations, our available banking facilities and our existing cash and cash equivalents, the working capital available to our Group as at the date of lodgement of this Offer Document is sufcient for our present requirements and for at least twelve (12) months after the listing of our Company on Catalist. The Sponsor is of the reasonable opinion that, having regard to the above, after having made due and careful enquiry and after taking into account the cash ows generated from our Groups operations, our Groups available banking facilities and our Groups existing cash and cash equivalents, the working capital available to our Group as at the date of lodgement of this Offer Document is sufcient for our present requirements and for at least twelve (12) months after the listing of our Company on Catalist. We set out below a summary of our Groups combined statements of cash ows for FY2011, FY2012, FY2013 and 1Q2014. The following summary of combined statements of cash ows should be read in connection with the full text of this Offer Document, including the Audited Combined Financial Statements and the Unaudited Interim Combined Financial Statements as set out in Appendices A and B to this Offer Document respectively.
Audited FY2011 S$000 Net cash ows from operating activities Net cash ows used in investing activities Net cash ows (used in)/from nancing activities Net increase/(decrease) in cash and cash equivalents Cash and cash equivalents at beginning of year/period Cash and cash equivalents at end of year/period 7,883 (278) (6,811) 794 573 1,367 FY2012 S$000 5,977 (474) (6,450) (947) 1,367 420 FY2013 S$000 6,185 (16,213) 13,290 3,262 420 3,682 Unaudited 1Q2014 S$000 6,020 (1,735) (6,194) (1,909) 3,682 1,773

FY2011 Net cash ows from operating activities In FY2011, we generated net cash ows of approximately S$4.72 million from operating activities before changes in working capital. Our net working capital inow amounted to approximately S$3.42 million. The net working capital inow was mainly due to: (i) a decrease in inventories of S$3.15 million arising mainly from the delivery of two (2) units of the limited edition Lamborghini Reventn Roadster to our customers; and a decrease in other assets of S$3.23 million which mainly consisted of a decrease in deposit payments made to the Lamborghini Manufacturer due to the delivery of two (2) units of the limited edition Lamborghini Reventn Roadster by the Lamborghini Manufacturer to us;

(ii)

This was partially offset by: (i) an increase in trade and other receivables of S$1.53 million which mainly consisted of (a) an increase in other receivables of S$0.61 million from EC and PT EuroSport as a result of the increase in orders for Lamborghini automobiles placed by EC and PT EuroSport in FY2011, and (b) an increase in the amount receivable from our Executive Directors of S$0.42 million; a decrease in other liabilities of S$0.61 million which mainly consisted of a decrease in deposits received from customers due to the delivery of Lamborghini automobiles to customers; and a decrease in trade and other payables of S$0.83 million arising from the repayment of amounts due to the Executive Directors relating to director fees.

(ii)

(iii)

In FY2011, we paid income tax of approximately S$0.25 million. Overall, our net cash ows from operating activities in FY2011 amounted to approximately S$7.88 million. 71

Net cash ows used in investing activities Net cash ows used in investing activities amounted to approximately S$0.28 million. This was mainly due to purchase of property, plant and equipment of S$0.39 million relating to purchase of motor vehicles and renovation of our showroom at 30 Teban Gardens Crescent, partially offset by disposal of property, plant and equipment of S$0.10 million. Net cash ows used in nancing activities Net cash ows used in nancing activities amounted to approximately S$6.81 million. This was mainly due to: (i) (ii) (iii) repayment of bank borrowings of approximately S$4.90 million; repayment of obligations under nance leases of approximately S$1.17 million; and payment of interests charged on bank borrowings of approximately S$0.74 million.

FY2012 Net cash ows from operating activities In FY2012, we generated net cash ows of approximately S$10.73 million from operating activities before changes in working capital. Our net working capital outow amounted to approximately S$4.22 million. The net working capital outow was mainly due to: (i) an increase in trade and other receivables of S$9.74 million arising mainly from the sales of 11 pre-owned automobiles to Motor-Way Credit and sales of three (3) pre-owned automobiles to individuals in March 2012; a decrease in other liabilities of S$2.06 million which mainly consisted of a decrease in deposits received from customers following the delivery of Lamborghini automobiles to our customers; and an increase in trade and other payables of S$0.20 million.

(ii)

(iii)

This was partially offset by a decrease in inventories of S$7.57 million mainly due to increase in sales of pre-owned automobiles, arising from clearance of inventory of pre-owned automobiles brought forward from FY2011 and trade-in automobiles in FY2012. In FY2012, we paid income tax of approximately S$0.53 million. Overall, our net cash ows from operating activities in FY2012 amounted to approximately S$5.98 million. Net cash ows used in investing activities Net cash ows used in investing activities amounted to approximately S$0.47 million. This was mainly due to purchase of motor vehicles, tools and equipment and renovation of showroom and service centre at 30 Teban Gardens Crescent of S$0.63 million, partially offset by proceeds of S$0.06 million from disposal of motor vehicles and interest income received of S$0.10 million.

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Net cash ows used in nancing activities Net cash ows used in nancing activities amounted to approximately S$6.45 million. This was mainly due to: (i) (ii) (iii) payment of dividends amounting to S$4.88 million to the then shareholders of EuroSports Auto; repayment of obligations under nance leases of approximately S$2.63 million; and payment of interests charged on bank borrowings of approximately S$0.50 million.

This was partially offset by increase in bank borrowings of S$1.55 million for working capital purposes. FY2013 Net cash ows from operating activities In FY2013, we generated net cash ows of approximately S$10.21 million from operating activities before changes in working capital. Our net working capital outow amounted to approximately S$2.37 million. The net working capital outow was mainly due to: (i) an increase in inventories (excluding inventories of S$2.87 million which were nanced under nance lease arrangements) of S$3.42 million, relating mainly to (a) pre-owned automobiles, and (b) watches as we embarked on the luxury watch distribution and retail business; an increase in other assets of S$2.31 million which arise mainly from the deposits paid to the Pagani Manufacturer and GTA Spain; a decrease in other liabilities of S$4.07 million which mainly consisted of a decrease in deposits received from customers following the delivery of Lamborghini automobiles to our customers; and a decrease in trade and other payables of S$1.32 million which mainly consisted of (a) a decrease in trade payables of S$0.26 million mainly due to absence of GST payable in FY2013 as there was a net GST receivable arising from the acquisition of premises at 7 and 9 Chang Charn Road, and (b) repayment of amount due to a tenant of S$1 million relating to the construction costs of additions to our premises at 30 Teban Gardens Crescent in FY2012 which our Group agreed to reimburse the tenant an amount of S$1 million, with the tenant incurring the remaining cost of construction.

(ii)

(iii)

(iv)

This was partially offset by a decrease in trade and other receivables of S$8.70 million which consisted of (a) a decrease in trade receivables of S$8.08 million due to repayment from Motor-Way Credit and an individual customer relating to sale of pre-owned automobiles, (b) a decrease in other receivables of S$1.31 million, and (c) net GST receivable of S$0.69 million arising from the acquisition of premises at 7 and 9 Chang Charn Road. In FY2013, we paid income tax of approximately S$1.66 million. Overall, our net cash ows from operating activities in FY2013 amounted to approximately S$6.18 million. Net cash ows used in investing activities Net cash ows used in investing activities amounted to approximately S$16.21 million. This was mainly due to (i) acquisition of premises at 7 and 9 Chang Charn Road of approximately S$15.77 million; (ii) construction of an annex to our premises at 30 Teban Gardens Crescent of approximately S$0.53 million; (iii) purchase of a motor vehicle of S$0.22 million; and (iv) renovations of S$0.22 million. This was partially offset by proceeds from disposal of motor vehicles of S$0.55 million.

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Net cash ows from nancing activities Net cash ows from nancing activities amounted to approximately S$13.29 million. This was mainly due to: (i) an increase in other nancial liabilities of approximately S$5.31 million arising mainly from an increase in utilisation of trust receipts and bills payables to fund the purchase of new automobiles and watches; and new bank borrowings of approximately S$14.16 million, out of which S$12.16 million was for the purpose of nancing the acquisition of premises at 7 and 9 Chang Charn Road and S$2 million was for working capital purposes.

(ii)

This was partially offset by: (i) (ii) repayment of obligations under nance leases of approximately S$2.86 million; payment of interim dividends amounting to S$2.50 million to then shareholders of EuroSports Auto; and payment of interests charged on bank borrowings of approximately S$0.47 million.

(iii)

1Q2014 Net cash ows from operating activities In 1Q2014, we generated net cash ows of approximately S$3.09 million from operating activities before changes in working capital. Our net working capital inow amounted to approximately S$3.20 million. The net working capital inow was mainly due to: (i) a decrease in inventories (excluding inventories of S$2.50 million which were nanced under nance lease arrangements) of S$3.11 million; a decrease in trade and other receivables of S$2.64 million which mainly consisted of (a) a decrease in other receivables of S$2.26 million due to repayment by EC and PT EuroSport in respect of orders for Lamborghini automobiles placed by EC and PT EuroSport, and (b) a refund of GST of S$0.69 million; and a decrease in other assets of S$0.22 million which mainly consisted of (a) a decrease in deposits of S$0.08 million paid to automobile manufacturers, and (b) the recognition of deferred expenses of approximately S$0.13 million relating to listing expenses.

(ii)

(iii)

This was partially offset by: (i) a decrease in other liabilities of S$1.29 million which mainly consisted of a decrease in deposits received from customers following the delivery of Lamborghini automobiles to our customers; and a decrease in trade and other payables of S$1.47 million mainly due to a decrease in purchases of new automobiles and automobile parts and accessories.

(ii)

In 1Q2014, we paid income tax of approximately S$0.28 million. Overall, our net cash ows from operating activities in 1Q2014 amounted to approximately S$6.02 million.

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Net cash ows used in investing activities Net cash ows used in investing activities amounted to approximately S$1.74 million. This was mainly due to purchase of motor vehicles of approximately S$0.74 million and associated costs relating to the construction of an annex to our premises at 30 Teban Gardens Crescent and the acquisition of premises at 7 and 9 Chang Charn Road of approximately S$0.97 million. Net cash ows used in nancing activities Net cash ows used in nancing activities amounted to approximately S$6.19 million. This was mainly due to: (i) (ii) (iii) net repayment of trust receipts, bills payable and bank borrowings of approximately S$5.52 million; repayment of obligations under nance leases of approximately S$0.50 million; and payment of interests charged on bank borrowings of approximately S$0.17 million.

CAPITAL EXPENDITURES AND DIVESTMENTS The material capital expenditures and divestments of our Group for the Period under Review and from 1 July 2013 to Latest Practicable Date were as follows:
From 1 July 2013 to Latest Practicable Date S$000

FY2011 S$000 Capital Expenditures Construction in Progress(1) Leasehold Property and Improvements Motor Vehicles(3) Renovation(4) Plant and Equipment
(5) (2)

FY2012 S$000

FY2013 S$000

1Q2014 S$000

527 262 121 910

4,050 772 286 345 5,453

16,297 891 221 99 17,508

969 944 9 14 1,936

637 253 55 245 1,190

Total Capital Expenditures Divestments Motor Vehicles(6) Renovations

(7)

101 101

12 12

469 190 4 663

2 2

Plant and Equipment Total Divestments

Notes: (1)

This relates mainly to the acquisition of the premises at 7 and 9 Chang Charn Road and the construction of an annex to our premises at 30 Teban Gardens Crescent. This relates to the additions by the tenant to our premises at 30 Teban Gardens Crescent in FY2012. The additions include the extension of an additional third storey comprising an automobile service centre and an ancillary ofce to an existing second storey detached factory. This relates to new motor vehicles acquired for leasing purposes and/or general use by our Group during the Period under Review and from 1 July 2013 to the Latest Practicable Date. This relates to the renovation of our showroom and service centre at 30 Teban Gardens Crescent during the Period under Review and from 1 July 2013 to the Latest Practicable Date. This relates to purchase of tools and equipment used in the service centre at 30 Teban Gardens Crescent, and computer equipment during the Period under Review and from 1 July 2013 to the Latest Practicable Date.

(2)

(3)

(4)

(5)

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(6)

This relates to the net book value of motor vehicles sold during the Period under Review and from 1 July 2013 to the Latest Practicable Date. The motor vehicles were previously used by our Group. This relates to the net book value of renovations at 11 Leng Kee Road written off during the Period under Review.

(7)

Capital Commitments Our Group did not have any material commitment for capital expenditures as of the Latest Practicable Date. OPERATING LEASE COMMITMENTS Our operating lease commitments are in respect of our Groups land rental. Our operating lease commitments as at the Latest Practicable Date are as follows:
As at Latest Practicable Date S$000 Not later than one (1) year Later than one (1) year and not later than ve (5) years Later than ve (5) years 306 766 1,072

Please refer to the section entitled General Information on our Group Properties and Fixed Assets of this Offer Document for further details on our operating lease commitments in respect of our operating leases for premises. Our Group expects to meet our operating lease commitments through our existing working capital. FOREIGN EXCHANGE EXPOSURE Our reporting currency is S$. Our sales are largely denominated and transacted in S$, while our purchases are largely denominated and transacted in S$, , and CHF. For FY2011, FY2012, FY2013 and 1Q2014, the percentage of purchases denominated in the various currencies are set out below:
FY2011 % of purchases denominated in S$ CHF 49.5 48.6 1.9 100.0 66.4 32.1 1.5 100.0 86.9 8.4 1.9 2.8 100.0 76.4 19.7 3.9 100.0 FY2012 FY2013 1Q2014

To the extent that our Groups sales and purchases are not naturally matched in the same currency (for instance, due to change in billing currency by suppliers) and to the extent that there are timing differences between invoicing and the payment to suppliers, we will be exposed to foreign currency exchange gains or losses arising from transactions in currencies other than our reporting currency. Please refer to the section entitled Risk Factors We are exposed to risks arising from foreign exchange uctuations of this Offer Document for more details. We did not have a hedging policy prior to August 2012. We have since implemented a hedging policy with respect to foreign currency exposure. When certain thresholds are triggered, the CFO will discuss with the Executive Directors the need to hedge the transactions using forward contracts on an individual transaction basis.

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Prior to entering into any hedging transactions, we will seek the approval of our Board on the policy for entering into any such foreign exchange hedging transactions and put in place adequate procedures which will be reviewed and approved by our Audit Committee. Our Audit Committee will monitor the implementation of the policy, including reviewing the instruments, processes and practices in accordance with the policy approved by our Board. Our net foreign exchange losses/(gains) in FY2011, FY2012, FY2013 and 1Q2014 are as follows:
FY2011 Net foreign exchange losses/(gains) (in S$000) As a percentage of revenue (%) As a percentage of prot before tax (%) (87) (0.1) (2.7) FY2012 117 0.1 1.3 FY2013 205 0.2 2.5 1Q2014 16 0.1 0.6

SEASONALITY We generally do not experience any signicant seasonality patterns in our sale of automobiles during the course of any particular year. However, sales of automobiles will uctuate depending on the stage of the life cycle of a particular automobile model. Sale of a particular automobile model will typically be higher when it is newly launched and will decline towards the end of its life cycle. INFLATION During the Period under Review, ination did not have a material impact on the performance of our Group. CHANGES TO ACCOUNTING POLICIES There have been no changes in our accounting policies for the Period under Review. Please refer to the section entitled Summary of Signicant Accounting Policies in the Audited Combined Financial Statements and the Unaudited Interim Combined Financial Statements as set out in Appendices A and B of this Offer Document respectively for details on our Groups accounting policies.

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CAPITALISATION AND INDEBTEDNESS

The following information should be read in conjunction with the Audited Combined Financial Statements, the Unaudited Interim Combined Financial Statements and the Unaudited Pro Forma Combined Financial Information as set out in Appendices A, B and C of this Offer Document respectively and the section entitled Managements Discussion and Analysis of Financial Position and Results of Operations of this Offer Document. The following table shows our cash and cash equivalents as well as capitalisation and indebtedness of our Group as at 31 October 2013: (i) (ii) (iii) based on our unaudited combined nancial statements as at 30 June 2013; based on our unaudited combined nancial statements as at 31 October 2013; and based on our unaudited combined nancial statements as at 31 October 2013, and as adjusted for the Restructuring Exercise and the net proceeds from the issue of the New Shares (As Adjusted).
As at 30 June 2013 Unaudited S$000 Cash and Cash Equivalents Indebtedness Current - secured and guaranteed Non-current - secured and guaranteed Total Indebtedness Total Shareholders Equity Total Capitalisation and Indebtedness 13,925 27,221 11,016 38,237 13,212 30,161 10,461 40,622 13,212 30,161 18,922 49,083 13,296 16,949 16,949 4,094 As at 31 October 2013 Unaudited S$000 1,287 As Adjusted S$000 9,748

Save as disclosed in the section entitled Share Capital of this Offer Document, since 1 July 2013 and up to the Latest Practicable Date, there were no material changes in our total capitalisation and indebtedness except for changes in our retained earnings arising from day-to-day operations in the ordinary course of our business. Cash and cash equivalents As at 31 October 2013, we had cash and cash equivalents of approximately S$1.29 million, which are placed with nancial institutions. Indebtedness As at 31 October 2013, we had total indebtedness of approximately S$30.16 million, comprising a term loan and bank facilities of approximately S$15.23 million, a commercial property loan of approximately S$11.67 million and nance leases of approximately S$3.26 million. Term loans As at 31 October 2013, we had an outstanding term loan and bank facilities of approximately S$15.23 million, of which S$1 million is secured by, inter alia, a legal mortgage over our Groups leasehold land and buildings at 30 Teban Gardens Crescent and by joint and several personal guarantees of Melvin Goh and Andy Goh, and of which S$14.23 million are secured by, inter alia, charges and assignments over inventories and other assets of our Group, and by joint and several personal guarantees of Melvin Goh and Andy Goh. 78

Commercial property loan As at 31 October 2013, we had an outstanding commercial property loan of approximately S$11.67 million which is secured by, inter alia, a legal mortgage over our Groups leasehold land and buildings at 7 and 9 Chang Charn Road and by joint and several personal guarantees of Melvin Goh and Andy Goh. Finance leases Our nance leases relate to automobiles purchased under hire purchase nancing. As at 31 October 2013, we had outstanding nance leases of approximately S$3.26 million which are secured by, inter alia, charges over the leased assets and by joint and several personal guarantees of Melvin Goh and Andy Goh. For further details of the guarantees provided by Melvin Goh and Andy Goh, please refer to the section entitled Interested Person Transactions of this Offer Document. Upon the listing of our Company on the Catalist, we intend to request for a release and discharge of the personal guarantees provided by Melvin Goh and Andy Goh to the respective nancial institutions and replace them with corporate guarantees provided by our Group. Our Directors do not expect any material change in the terms and conditions of the relevant credit facilities arising from the discharge of the personal guarantees. Should any of the nancial institutions disagree with the release and we fail to secure alternative facilities on terms similar to those applicable to our existing facilities, Melvin Goh and Andy Goh have undertaken to continue the provision of personal guarantees. Cash and Credit Facilities As at the Latest Practicable Date, our total credit facilities for working capital purposes (utilised and unutilised) were as follows:
Amount of facilities granted (S$000) 2,000
(2)

Type of facility Overdraft(1) Trade Financing Short Term Loan(3) Performance Guarantee(4) Total
Notes: 1. 2.

Amount utilised (S$000) 829 11,773 2,000 1,180 15,782

Amount unutilised 1,171 32,727 70 33,968

Interest rates 5.0% 3.0% 7.3% 2.32%

Maturity prole Revolving Up to 180 days Non-revolving Annual renewal

44,500 2,000 1,250 49,750

The overdraft facilities were granted to our Group by OCBC. The trade nancing facilities granted to our Group comprised S$20 million from UOB, S$4 million from The Bank of East Asia, S$5 million from OCBC, S$10 million from Malayan Banking Berhad and S$5.50 million from Hong Leong Finance Limited. The short term loan was granted to our Group by OCBC. The performance guarantee was granted to our Group by UOB.

3. 4.

As at the Latest Practicable Date, we had cash and cash equivalents of S$1.95 million, which are placed with nancial institutions. As at the Latest Practicable Date, our Group is not in breach of any of the terms or conditions or covenants associated with any credit arrangement or bank loan which could materially affect our Groups nancial position or results of operations, or the investments by Shareholders in our Company. Certain of our credit facilities as described in this section contain provisions which place restrictions on any change in shareholders or change in control of our Group. As at the date of this Offer Document, our Group has, in anticipation of the Invitation, obtained letters of waiver in relation to such provisions from the nancial institutions which have provided such facilities.

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Contingent Liabilities As at the Latest Practicable Date, we have contingent liabilities arising from bankers and/or performance guarantees in favour of suppliers amounting to approximately S$1.18 million. Save as disclosed in this Offer Document, our Group has no other borrowings or indebtedness (direct or indirect) or liabilities (including contingent liabilities) as at the Latest Practicable Date.

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GENERAL INFORMATION ON OUR GROUP

HISTORY AND DEVELOPMENT Our Company was incorporated in the Republic of Singapore on 12 December 2012 under the Companies Act as a private limited company, under the name of EuroSports Global Pte. Ltd.. Pursuant to the Restructuring Exercise our Company became the holding company of our subsidiaries, namely EuroSports Auto, EuroAutomobile, GTA Singapore and deLaCour Singapore. On 5 December 2013, our Company was converted into a public company limited by shares and we changed our name to EuroSports Global Limited. Please refer to the section entitled Restructuring Exercise of this Offer Document for further details. Our Groups history can be traced back to 1998 when our subsidiary, EuroSports Auto, was founded by our co-founders, Melvin Goh, Andy Goh, and their late father, Goh Lue Tee. EuroSports Auto was established to engage in the business of automobile distribution in Singapore, with a focus on the sale of new ultra-luxury automobiles and luxury automobiles. Prior to the establishment of EuroSports Auto, Melvin Goh and Andy Goh were already involved in the automobile industry, working as the managing director and executive director respectively in Gay Hin Enterprise, a family-owned business founded by Goh Lue Tee, which was engaged in the business of pre-owned automobile distribution. As the business of EuroSports Auto grew, Melvin Goh and Andy Goh, who were running Gay Hin Enterprise, switched their focus to the sale of new automobiles instead of pre-owned automobiles. Since then, the business operations of Gay Hin Enterprise were gradually reduced over the years. Gay Hin Enterprise is presently dormant, and Melvin Goh and Andy Goh are in the process of procuring the shareholders consent to liquidate Gay Hin Enterprise. Having identied the growth potential of the ultra-luxury automobile and luxury automobile market in Singapore, our co-founders, Melvin Goh and Andy Goh, have been focusing on securing distributorships and dealerships for ultra-luxury automobiles and luxury automobiles since the establishment of EuroSports Auto in 1998, when we started distributing Lotus automobiles. The key milestones in the development of our Group are highlighted chronologically below: Year 1998 1999 2001 Event EuroSports Auto was incorporated and we started distributing Lotus automobiles. We launched the Lotus showroom and service centre. We started distributing Lamborghini automobiles. In the same year, we launched our Lamborghini showroom and service centre. 2002 We entered into the Lamborghini Agreement with the Lamborghini Manufacturer to formalise the Lamborghini dealership, details of which are set out in the section entitled General Information on our Group Our Distributorship and Dealership Arrangements of this Offer Document. We established Massa Auto (S) Pte. Ltd., now known as EuroAutomobile (following a change of name on 2 March 2004) for the purpose of securing the Alfa Romeo distributorship. 2003 We acquired the premises at 30 Teban Gardens Crescent from the landlord from whom we had previously been leasing the premises for a purchase consideration of S$3 million and established our Teban Gardens Showrooms and Service Centres. Henceforth, we have been operating in our Teban Gardens Showrooms and Service Centres.

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Year 2004

Event We secured the Alfa Romeo distributorship (details of which are set out in the section entitled General Information on our Group Our Distributorship and Dealership Arrangements of this Offer Document) and we launched our Alfa Romeo showroom and service centre. We expanded and refurbished our Lamborghini showroom and service centre in anticipation of a growth in sales of Lamborghini automobiles.

2005

In recognition of our achievement and performance, we were awarded the Certicate of Achievement for the 2005 Results Obtained in Sales and Service by the Lamborghini Manufacturer. We celebrated the delivery of our 100th Lamborghini automobile in Singapore. We entered into the Lotus Agreement with the Lotus Manufacturer to formalise the Lotus dealership. In recognition of our achievement and performance, we were awarded the Best Sales Performance 2008 by the Lamborghini Manufacturer.

2007 2008

2011 2012

We marked the 10th anniversary of our Lamborghini dealership. We secured the exclusive dealership in Singapore and Malaysia for Pagani automobiles, details of which are set out in the section entitled General Information on our Group Our Distributorship and Dealership Arrangements of this Offer Document. We secured the exclusive distributorship in Singapore, Malaysia, Brunei and Indonesia and nonexclusive distributorship in PRC for ultra-luxury automobiles supplied by Touring Superleggera. Please refer to the section entitled General Information on our Group Our Distributorship and Dealership Arrangements of this Offer Document for further details. We entered into a heads of agreement with GTA Spain for, inter alia, the distributorship for the GTA brand of automobiles in the designated markets of the Asia Pacic region. Please refer to the section entitled General Information on our Group Our Distributorship and Dealership Arrangements of this Offer Document for further details. We secured the exclusive distributorship in Singapore, Malaysia, Indonesia, Thailand and Brunei for luxury watches, jewellery and accessories of the deLaCour brand. Please refer to the section entitled General Information on our Group Business Strategies and Future Plans Diversication into other luxury lifestyle businesses of this Offer Document for further details. We entered into the Sale and Leaseback Arrangement. Please refer to the section entitled Risk Factors Risks relating to the Teban Gardens Lease Extension and the Sale and Leaseback Arrangement of this Offer Document and the section entitled General Information on our Group Properties and Fixed Assets Sale and Leaseback Arrangement of this Offer Document for further details. We acquired the premises located at 7 and 9 Chang Charn Road.

The Lotus Agreement had expired as of 31 March 2013 and was not renewed by the parties. The parties have agreed to cease the Groups distribution of Lotus automobiles in Singapore.

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BUSINESS OVERVIEW We specialise in the business of distribution of ultra-luxury automobiles and luxury automobiles and provision of after-sales services. Our automobile distribution business retails new ultra-luxury automobiles and luxury automobiles as well as pre-owned automobiles. As at the Latest Practicable Date, we carry automobile brands comprising mainly Lamborghini, Pagani and Alfa Romeo, and customised automobiles supplied by Touring Superleggera. The provision of our after-sales services includes sales of automobile parts and accessories. Incidentally, we also operate an automobile leasing business as an ancillary business complementing our automobile distribution business. Since September 2012, we have embarked on the luxury watch distribution and retail business. Our revenue was substantially derived from our sale of new and pre-owned automobiles, which accounted for approximately 95.4%, 95.7%, 91.0%, 94.7% and 88.7% of our total revenue for FY2011, FY2012, FY2013, 1Q2013 and 1Q2014 respectively. Revenue from the provision of after-sales services accounted for approximately 4.6%, 4.3%, 6.4%, 5.3% and 7.9% of our total revenue in FY2011, FY2012, FY2013, 1Q2013 and 1Q2014 respectively. Revenue from our sale of watches accounted for approximately 2.6% and 3.4% of our total revenue for FY2013 and 1Q2014. Revenue from our automobile leasing business has not been signicant for the Period under Review. A. Sale of New Automobiles As at the Latest Practicable Date, we have entered into distributorship and/or dealership agreements with the Lamborghini Manufacturer, Pagani Manufacturer, Alfa Romeo Manufacturer and Touring Superleggera. As at the Latest Practicable Date, we offer the following automobile models for sale: Ultra-luxury automobiles Brand Lamborghini Automobile models offered Gallardo LP 560-4 Gallardo LP 560-4 Spyder Gallardo LP 570-4 Superleggera Aventador LP 700-4 Aventador LP 700-4 Roadster Aventador LP 720-4 Aventador LP 720-4 Roadster Huayra Disco Volante 2012

Pagani Touring Superleggera Luxury automobiles Brand Alfa Romeo

Automobile models offered Giulietta Mito

Our customers place orders for new automobiles by signing a standard sale agreement with us. The standard terms include provisions on the quoted price, registration fee, COE, road tax, GST, custom duty, excise or other applicable taxes or levies. We are entitled to vary the quoted price for the automobile in accordance with market conditions, such as any changes in prices of COE. The standard terms also include provisions relating to full payment and delivery. We are entitled to withhold registration and the delivery of the automobile until full payment has been made. We are entitled to forfeit any money received from the customer or deal with the automobile in such manner as we think t under certain circumstances, such as the customers failure to make full payment to us by the stipulated date.

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The key driver of our business since inception has been the sale of new Lamborghini automobiles. Revenue from our sales of new Lamborghini automobiles accounted for approximately 54.5%, 51.6%, 58.9% and 51.7% of our total revenue for FY2011, FY2012, FY2013 and 1Q2014 respectively. B. Sale of Pre-Owned Automobiles We generally offer a trade-in service for pre-owned automobiles mainly to facilitate our sales of new automobiles. Customers often approach us to trade-in their pre-owned automobiles while purchasing our new automobiles. However, we may also purchase pre-owned automobiles from individuals who do not purchase our automobiles on a case by case basis. We on-sell these pre-owned automobiles to individuals, traders and exporters. During the Period under Review, revenue from our sales of pre-owned automobiles accounted for approximately 28.8%, 36.3%, 23.1% and 23.3% of our total revenue respectively. C. Provision of After-Sales Services The after-sales services offered to our customers include mainly maintenance and repair services and breakdown assistance services. Our customers for our after-sales services are mainly customers who have purchased our new automobiles as well as pre-owned automobiles. We are the only authorised service centre in Singapore for all the automobile brands we carry. For instance, our factory-authorised service centres are manned by a team of technicians, mechanics and service advisers, who have been trained, directly and indirectly, by the automobile manufacturers. (a) Maintenance and grooming services We provide regular scheduled maintenance services and routine inspections for our new automobiles based on the mileage and age of the automobiles. These schedules are typically recommended by the relevant automobile manufacturers. The maintenance services generally include oil changes, replacement of spark plugs and air lters and wheel alignment. In addition, we offer automobile grooming services, such as waxing and polishing, interior cleaning and leather treatment. (b) Repair services We provide repair services for automobiles which are under warranty or otherwise. Our repair services typically include repair of manufacturers defects, replacement of parts due to wear and tear, or repair of damage resulting from collisions or other automobile accidents. Warranties for Alfa Romeo automobiles are provided by us, whereas for other automobiles, warranties are provided by the respective automobile manufacturers. The warranty for our new automobiles is typically between 24 and 36 months, commencing from the date the automobile is registered. We may also provide a limited warranty for pre-owned automobiles on a case by case basis, depending on factors such as the selling price and condition of a pre-owned automobile. For automobile with an existing manufacturers warranty, we are able to make a claim against the relevant automobile manufacturer for repairing the automobile. The repair works consist of claimable and non-claimable works. For claimable works, our Group can do the repairs and subsequently claim the cost of repairs from the relevant automobile manufacturer. For non-claimable works, our customers will have to bear the cost of repairs and these works typically consist of wear and tear as well as damage caused by the customers. For automobile with an expired manufacturers warranty, we will charge a fee for services rendered by us in respect of the repair services. Our repair services are typically charged based on the labour time and cost of parts incurred.

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Automobile manufacturers may recall their automobiles from time to time to remedy certain problems or product defects. Please refer to the section entitled Risk Factors Product defects and automobiles recalls could have an adverse effect on our business of this Offer Document for further details. Nevertheless, we are generally not liable for any costs of such recalls and are typically compensated by the automobile manufacturers for the assistance rendered by us in conducting the recalls. In addition, following the introduction of Lemon Laws, which came into effect on 1 September 2012, we are required to repair or replace a defective automobile and, if repair or replacement is not possible or reasonable, our customers may request for a price reduction or return the defective automobile for a refund. Please refer to the sections entitled Risk Factors We are subject to compliance with and changes in laws and regulations and Government Regulations of this Offer Document for further details. Nevertheless, we are generally compensated by the automobile manufacturers for costs and expenses relating to any such repair, replacement, price reduction or refund under the automobile manufacturers warranty. (c) 24-hour breakdown assistance services We also provide a 24-hour breakdown assistance services to our customers, in particular onsite assistance and, if required, arrange for automobile towing service. (d) Automobile parts and accessories and related merchandise We retail automobile parts and accessories, such as body components, under-carriage components, engine parts and batteries, to our customers. In addition, we retail merchandise that features the automobile brands that we carry. Such merchandise includes a wide selection of apparel and accessories. OUR DISTRIBUTORSHIP AND DEALERSHIP ARRANGEMENTS A. Lamborghini Dealership The Lamborghini Manufacturer, Automobili Lamborghini S.p.A., is a company incorporated in Italy engaged in, inter alia, the manufacture and sale of Lamborghini automobiles. Our Group, through EuroSports Auto, had on 2 October 2002 entered into the Lamborghini Agreement (which took effect as of 1 January 2002) with the Lamborghini Manufacturer, pursuant to which the Lamborghini Manufacturer had granted EuroSports Auto, inter alia, the right to import Lamborghini automobiles into Singapore and to market and sell such automobiles to end-users in Singapore. As at the Latest Practicable Date, we are the only authorised dealer for Lamborghini automobiles in Singapore. B. Pagani Dealership The Pagani Manufacturer, Pagani Automobili S.p.A., is a company incorporated in Italy engaged in, inter alia, the manufacture and sale of Pagani automobiles. Our Group, through EuroAutomobile, had on 7 March 2012 entered into the Pagani Agreement with the Pagani Manufacturer, pursuant to which the Pagani Manufacturer, inter alia, appointed EuroAutomobile as a sole and exclusive authorised dealer in Singapore and Malaysia for Pagani automobiles. C. Alfa Romeo Distributorship The Alfa Romeo Manufacturer, Fiat Auto S.p.A., is a company incorporated in Italy engaged in, inter alia, the manufacture and sale of Alfa Romeo automobiles. Our Group, through EuroAutomobile, had on 2 February 2004 entered into the Alfa Romeo Agreement with the Alfa Romeo Manufacturer, pursuant to which the Alfa Romeo Manufacturer, inter alia, appointed EuroAutomobile as an exclusive importer and distributor of Alfa Romeo automobiles in Singapore.

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D.

Touring Superleggera Distributorship Touring Superleggera is an Italian coach builder that supplies mainly customised ultra-luxury automobiles and luxury automobiles, including Bentley Continental Flying Star, Disco Volante 2012, Bellagio and A8GCS Berlinetta. On 3 October 2012, our Group, through EuroSports Auto, had entered into an agreement with Touring Superleggera to secure the exclusive distributorship in Singapore, Malaysia, Brunei and Indonesia and non-exclusive distributorship in PRC for its ultra-luxury and luxury automobiles.

E.

New Automobile Distributorship with GTA Spain Our Group, through EuroAutomobile, had on 22 September 2012 entered into a heads of agreement with GTA Spain, a Spanish automobile manufacturer, which is engaged in, inter alia, the manufacture and sale of GTA automobiles, including GTA Spano. Subject to, inter alia, the fullment of certain conditions in the heads of agreement, including the entry into denitive transaction documents by the parties: (a) We will be granted exclusive rights to distribute GTA automobiles in the Asia Pacic region. In this regard, GTA Singapore was established on 10 October 2012, for the purposes of holding the distributorship rights for GTA automobiles in the designated territories, mainly in the Asia Pacic region; We will purchase up to eight (8) units of GTA Spano from GTA Spain. As at the Latest Practicable Date, we have made a deposit payment of 1.20 million (equivalent to approximately S$1.90 million) to GTA Spain for ve (5) units of GTA Spano; and We have the option of subscribing for such number of shares in GTA Spain, representing 13.4% of the issued share capital of GTA Spain as at the date of exercise of such option at a subscription consideration of 2 million (equivalent to approximately S$3.20 million), during the period commencing on the date of the denitive agreement to be entered into and ending on 31 December 2015.

(b)

(c)

Our Executive Directors, namely Melvin Goh and Andy Goh, had on 18 November 2013 executed a deed of indemnity in favour of our Group, pursuant to which Melvin Goh and Andy Goh have undertaken, inter alia, that they will pay to our Group, on a joint and several basis, all deposits and monies paid by our Group to GTA Spain in connection with the GTA automobiles remaining undelivered, in the event of the following: (i) GTA Spain failing to deliver the ordered GTA automobiles by 31 March 2015 and failing to refund the deposits and all monies paid by our Group to GTA Spain in connection therewith, in full, to the Group; or the winding up, dissolution, insolvency, bankruptcy or judicial management of GTA Spain or any equivalent or analogous proceedings under any applicable law of jurisdiction,

(ii)

whichever is earlier. F. Salient Terms of our Distributorship and Dealership Agreements Our distributorship and/or dealership agreements typically contain the following key provisions:

We are required to comply with the minimum annual purchases and sales targets, which are typically determined before the start of the following year based on the discussions and negotiations between us and automobile manufacturers as well as the prevailing economic conditions. We are required to ensure that our after-sales services are carried out in accordance with the guidelines provided by automobile manufacturers in terms of, inter alia, tools, service centre facilities and equipment and staff training.

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We are required to provide repair services to our customers in respect of the new automobiles, which are covered by the warranties provided by the automobile manufacturers. These services are required to be carried out in accordance with automobile manufacturers warranty policies and procedures. In respect of marketing and sales activities, we are generally required to allocate an annual budget for promotional purposes, which has to be agreed between automobile manufacturers and us. We are entitled to use the names and trademarks of automobile manufacturers in a manner consistent with the standards set by them for the purpose of promoting our automobiles. We are required to equip and maintain our showrooms and service centres in a manner such that their sizes, ttings and furnishings and external appearance are of a standard meeting the requirements set by automobile manufacturers. We are entitled to x the retail prices for our new automobiles, by reference to the recommended retail prices determined by automobile manufacturers. However, we generally discuss with automobile manufacturers prior to xing the actual retail prices for our new automobiles. The payment terms vary under each of our distributorship and/or dealership agreements. For instance, some agreements require us to pay a specied non-refundable prepayment at the time of placing a purchase order, while others do not require us to make any prepayment and require full payment only upon delivery. Title to the ordered automobiles generally passes to us only upon full payment of the purchase price. Our distributorship and/or dealership agreements are either for an indenite period or a xed period of time and are typically automatically renewed. Our distributorship and/or dealership agreements typically allow either party to terminate the agreement by giving prior written notice of between six (6) to 12 months. For instance, the Lamborghini Agreement is valid indenitely until either party terminates it by giving prior written notice of at least 12 months. However, automobile manufacturers are entitled to terminate their distributorship or dealership agreement with immediate effect upon notice under certain circumstances, including insolvency and liquidation arrangements against us, criminal or administrative investigations or proceedings concerning us, failure on our part to obtain any consent of the automobile manufacturers when required and breach on our part of any material obligations under the agreements. Certain of our distributorship and/or dealership agreements contain provisions which place restrictions on any change in shareholders or change in control of our Group. As at the date of this Offer Document, our Group has, in anticipation of the Restructuring Exercise and the Invitation, secured consents from the relevant manufacturers.

As at the Latest Practicable Date, our Group is not in breach of any terms or conditions or covenants of the above distributorship and dealership agreements. To the best of their knowledge, our Directors are not aware of any information or arrangements which would lead to a cessation or termination of any of the above distributorship and dealership agreements or non-renewal of these agreements with any of the automobile manufacturers.

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OUR PROCUREMENT PROCESS New Automobiles We procure new automobiles from automobile manufacturers. The automobile manufacturers typically set sales targets for new automobiles as part of their annual sales plan. These sales targets are typically pre-determined before the start of the following year based on discussions and negotiations between the parties and the prevailing economic conditions. These sales targets may change in the course of the year due to changes in economic conditions. The purchase prices of our new automobiles are typically negotiated between us and the automobile manufacturers and concluded based on their pricelists, market conditions and pricing competitiveness vis-a-vis other automobile brands in the same market segment. During these discussions with the automobile manufacturers, we also decide upon the appropriate automobile models which form part of the sales targets. Pre-Owned Automobiles We purchase pre-owned automobiles mainly from our customers who trade-in their pre-owned automobiles when purchasing our new automobiles. We also purchase pre-owned automobiles on a case by case basis. The purchase prices of the pre-owned automobiles are negotiated between us and the sellers, and concluded based on the prevailing market price and demand. Automobile Parts and Accessories and Related Merchandise We typically procure our automobile parts and accessories and related merchandise from automobile manufacturers. We will determine the type and quantum of such automobile parts and accessories and related merchandise to procure based on our past experience. We typically conduct inventory planning and purchasing on a monthly basis. The purchase prices of these automobile parts and accessories and related merchandise are typically determined based on the automobile manufacturers price-list. The automobile parts and accessories are typically utilised as part of our after-sales services. QUALITY CONTROL As part of our Groups quality control measures, we will conduct inspections, checks, as well as test-drive a new automobile prior to registration and delivery of the automobile. If the condition of the automobile is found to be satisfactory, we will proceed to register and deliver the automobile. In the event of any discrepancies in quality of the automobile or if the automobile does not conform to the requirements and specications in the delivery order, we will rectify such discrepancies to ensure that the automobile is delivered to our customer in acceptable standards and conditions. SALES AND MARKETING As at the Latest Practicable Date, we have the following teams for our sales of automobiles. Sale of Lamborghini automobiles and other ultra-luxury automobiles is led by our Executive Chairman and CEO, Melvin Goh, with the assistance of our Director (Brand), Chong Khim Cheng, and three (3) customer relation managers. Sale of Alfa Romeo automobiles is led by a general manager, who is supported by one (1) sales manager and three (3) sales executives. Our sales teams work closely with our marketing team, comprising our Director (Marketing & Communications), Carolyn Ann Theng May Lin, one (1) marketing manager and one (1) marketing executive. We carry out the following sales and marketing initiatives: Showrooms We have dedicated showrooms where automobiles of the brands we carry are prominently displayed. Our showrooms have been specially designed in accordance with the corporate identity requirements of the relevant automobile manufacturers. We provide automobiles for test-drive at our showrooms. As at the Latest Practicable Date, all of our showrooms are located at 30 Teban Gardens Crescent.

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As at the Latest Practicable Date, we have constructed an annex to our premises at 30 Teban Gardens Crescent, comprising an additional two storey showroom, display area and ofce, which has a total gross oor area of 12,922.67 sq m. As at the date of this Offer Document, we have received the relevant temporary occupation permit. Please refer to the section entitled General Information on our Group Properties and Fixed Assets Teban Gardens Lease Extension for further details on the aforesaid construction. In addition, we have plans to construct new facilities, consisting of offices, showrooms, service centres and automobile parts and accessories stores, at 7 and 9 Chang Charn Road. We expect to commence the construction of the aforesaid facilities by 2015. Please refer to the section entitled General Information on our Group Business Strategies and Future Plans Construction of improved or new facilities for our operations of this Offer Document for further details. Following completion of the construction of the new facilities, we will relocate our head ofce, showrooms, service centres and automobile parts and accessories stores to 7 and 9 Chang Charn Road. Customer Relationship Management (CRM) Much of our Groups success stems from our ability to build and maintain good relationships with our customers. In line with our motto of walk in as a customer, walk out as a friend, we also place great emphasis on maintaining relationships with our customers. We have put in place a CRM system, which enables us to monitor and gauge the level of interest at marketing events and to better prole our customers needs and requirements. This enables us to tailor and conduct the targeted marketing campaigns accordingly. For instance, the marketing campaigns which we have organised for the Lamborghini owners include track days, drive-aways, annual gatherings (typically during Lunar New Year, Christmas and Formula 1 race events), meetings with principals from the Lamborghini Manufacturer, factory visits, car delivery celebrations, and production of CRM collaterals (including personalised Lamborghini gifts such as cash cards, decals, birthday cakes and moon cakes). We are constantly looking for various opportunities to create events and platforms for our CRM activities. Our customer service capabilities are further enhanced through the use of our centralised database that store our customers information, including the history of automobile purchases of our customers and the maintenance and repair records of their automobiles. We have participated in community projects and charity events, through donations and sponsorships, as part of our marketing activities. Such community projects and charity events include the Presidents Challenge, KK Hospital Health Endowment, Yellow Ribbon Fund, Helping Hand Group, Childrens Aid Society, The Straits Times School Pocket Money Fund, Arts Supporter Award, Rotary Family Service Centre and NTUC Rotary Silver Circle Eldercare Centre programmes, South West Community Development Councils Adopt-a-Rental Block programme and Wild Rice Ball and Punggol West Community Centre programmes. Our sales and marketing initiatives also include participation in our partners events, collaboration with partners in joint events, media advertisements, advertorials, public relations activities and campaigns, product placements, product previews and introductions, as well as festive celebrations such as Lunar New Year and Christmas. Sales and Marketing for Pre-Owned Automobiles We have placed advertisements of our pre-owned automobiles via classied advertisements in the local mainstream newspapers and on the internet. In addition, we promote our pre-owned automobiles to our network of dealers for pre-owned automobiles as well as prospective customers.

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RESEARCH AND DEVELOPMENT We do not carry out any research and development activities. However, we constantly monitor the markets, consumer preferences and competition, and are always on the lookout for various opportunities to expand our existing businesses and to identify new luxury lifestyle businesses and products. STAFF TRAINING As our businesses are mainly sales-oriented, it is important that we place a strong emphasis on the training of our staff to ensure and enhance our quality of service. All our new employees are required to undergo on-the-job training under a senior staff, who shall train and equip them with the necessary knowledge and practical skills to perform their tasks. The type of training conducted varies with the job scope of the employee. Our factory-authorised service centres are manned by a team of technicians, mechanics and service advisers, who have been trained, directly and indirectly, by the automobile manufacturers. In addition, we send selected employees for external training courses and seminars (such as management skills, language courses and technical courses) from time to time. WORKPLACE SAFETY AND HEALTH MEASURES We have established a workplace safety and health policy to ensure that all works in our workplace at 30 Teban Gardens Crescent are carried out in accordance with the provisions of the WSHA and its subsidiary legislations. Pursuant to the WSHA, we have established a workplace safety and health committee in respect of our workplace at 30 Teban Gardens Crescent. The workplace safety and health committee performs the following functions:

To review safety and health of all persons in our workplace; To maintain safe and healthy working conditions in our workplace by promoting co-operation between our management and employees; To carry out inspections on any accident cases and dangerous occurrences in the interests of the safety and health of our employees; and To carry out such other functions and duties as prescribed by the WSHA.

We conduct health and safety briefings for our non-operational personnel. In addition, each of our technicians and mechanics is required to attend briengs and trainings, including on-the-job familiarisation and safety demonstrations, which are provided by the equipment suppliers. INTELLECTUAL PROPERTY Under our distributorship and/or dealership arrangements, we are generally able to use the trade names, trademarks and other branding materials in a manner consistent with the standards and requirements set by the relevant automobile manufacturers for the purposes of promoting and marketing their respective automobiles. Save as disclosed above, our business or protability is not dependent on nor do we have any registered trademark, patent or licence, or any other intellectual property rights.

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PROPERTIES AND FIXED ASSETS As at the Latest Practicable Date, our Group owns the following leasehold properties:
Net Book Value as at 30 June 2013 (S$000) 5,180

Location 30 Teban Gardens Crescent(2)

Tenure Leasehold (10 years expiring on 31 May 2017)

Approximate land area (sq ft) 114,908

Usage

Encumbrances(1)

Lessor JTC

Ofces, showrooms, Mortgaged to OCBC service centres and automobile parts and accessories store Mortgaged to UOB

7 and 9 Chang Charn Leasehold (99 years expiring on 31 December Road(3) 2056)
Notes: (1) (2)

19,954

HDB

16,053

Please refer to the section entitled Capitalisation and Indebtedness of this Offer Document for further details. Please refer to the sub-section entitled Teban Gardens Lease Extension under this section of this Offer Document and the section entitled Risk Factors Risks relating to the Teban Gardens Lease Extension and the Sale and Leaseback Arrangement of this Offer Document for further details. The acquisition of the premises at 7 and 9 Chang Charn Road was completed on 28 February 2013. We have plans to construct new facilities, consisting of ofces, showrooms, service centres and automobile parts and accessories stores, on 7 and 9 Chang Charn Road. We expect to commence the construction of the aforesaid facilities by 2015 and the construction is expected to take approximately 24 months. We estimate that the construction costs to be between S$22million and S$25 million. Please refer to the section entitled General Information on our Group Business Strategies and Future Plans Construction of improved or new facilities for our operations of this Offer Document for further details.

(3)

As at 30 June 2013, the net book value of our property, plant and equipment consisting of leasehold property and improvements, renovations, motor vehicles, plant and equipment and construction in progress amounted to approximately S$23.78 million. To the best of our Directors knowledge, there are no regulatory requirements or environmental issues that may materially affect our utilisation of the above properties and xed assets, save as disclosed under this section and the section entitled Government Regulations of this Offer Document. We do not have any manufacturing facility as we are not engaged in the business of manufacturing automobiles or parts or accessories. Teban Gardens Lease Extension The leasehold tenure for our premises at 30 Teban Gardens Crescent will expire on 31 May 2017. Pursuant to an agreement to lease dated 21 May 2013 between JTC and EuroSports Auto, JTC has agreed to extend the lease for 22 years from 1 June 2017, which is conditional upon the fullment of, inter alia, the investment criteria as follows: (a) The development of our premises at 30 Teban Gardens Crescent to a minimum gross oor area at the gross plot ratio of not less than 1.20, but not more than 2.50; and Fullment of aggregate investment on building and civil works and plant and machinery at our premises at 30 Teban Gardens Crescent of at least S$8.30 million, of which at least S$6 million must consist of new investment on plant and machinery and building and civil works, and the remainder may consist of the net book values of the existing building and civil works and existing plant and machinery.

(b)

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As at the Latest Practicable Date, we have constructed an annex to our premises at 30 Teban Gardens Crescent, comprising an additional two storey showroom, display area and ofce, which has a total gross oor area of 12,922.67 sq m. As at the date of this Offer Document, we have received the relevant temporary occupation permit. We have incurred approximately S$1.74 million for the construction and tting out costs, out of which S$0.60 million of the building construction costs will go towards partial fulllment of the minimum new investment of S$6 million. As at the Latest Practicable Date, we have incurred approximately S$5.44 million for the purchase of automobiles for demo and/or test-drive purposes and/or for the purpose of leasing. Subject to conrmation by JTC, we have fullled the remaining minimum new investment of S$5.40 million by acquiring such automobiles. Based on the above, subject to conrmation by JTC, we have fullled the minimum new investment of S$6 million (comprising both new investment on plant and machinery and building and civil works). The remainder of the required aggregate investment as stated in item (b) above will consist of the net book values of our existing building and civil works and existing plant and machinery. Our property, plant and equipment consist of leasehold property and improvements, renovations, motor vehicles, plant and equipment, which amounted to approximately S$8 million as at 30 June 2013, excluding the premises at 7 and 9 Chang Charn Road. Sale and Leaseback Arrangement Pursuant to a conditional sale and purchase agreement (the Sale and Purchase Agreement) dated 4 July 2012 between EuroSports Auto and RBC Dexia Trust Services Singapore Limited (in its capacity as trustee of Cambridge Industrial Trust) (the Purchaser), EuroSports Auto has agreed to sell the leasehold interest in respect of 30 Teban Gardens Crescent (the Property), comprising the land, building and all mechanical and electrical equipment installed therein, to the Purchaser for a consideration of S$41 million. In arriving at the aforesaid consideration, the parties have taken into account, inter alia, the aggregate investment on building and civil works and plant and machinery at the Property required under the investment criteria for the Teban Gardens Lease Extension. As disclosed in the section entitled General Information on our Group Properties and Fixed Assets Teban Gardens Lease Extension of this Offer Document, our Group has constructed an annex to our premises at 30 Teban Gardens Crescent, for which we have incurred approximately S$1.74 million in the construction and tting out costs. We expect to recognise a gain on sale of leasehold property arising from the Sale and Leaseback Arrangement upon completion. Please refer to the Unaudited Pro Forma Combined Financial Information as set out in Appendix C of this Offer Document for the accounting treatment in respect of the Sale and Leaseback Arrangement. The principal terms of the proposed disposal of the Property are set out below. (a) Consideration The purchase price of S$41 million (the Disposal Consideration) was arrived at on a willingbuyer and willing-seller basis, taking into consideration the independent valuation conducted on the Property which was commissioned by the Purchaser. The completed redeveloped building has a gross oor area of not less than 12,922.67 sq m. If the gross oor area of the redeveloped building, as determined by the appointed independent registered land surveyor, is less than 12,922.67 sq m after issuance of the certicate of statutory completion in respect of the redeveloped building (the Certicate of Statutory Completion), the Purchaser shall be entitled to rescind the Sale and Purchase Agreement. A deposit of S$50,000 has been paid to EuroSports Autos solicitors as stakeholders on the date of the Sale and Purchase Agreement. The balance of the Disposal Consideration shall be paid by the Purchaser to EuroSports Auto on completion of the sale and purchase of the Property.

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(b)

Conditions of the sale and purchase of the Property It is a condition to the Sale and Purchase Agreement that EuroSports Auto must obtain from JTC the Teban Gardens Lease Extension and written conrmation from JTC that all terms and conditions imposed by JTC for the grant of the Teban Gardens Lease Extension have been fullled and that JTC has granted or conrmed the grant of the Teban Gardens Lease Extension (the JTC Conrmation of Tenure). EuroSports Auto shall obtain the JTC Conrmation of Tenure by 31 March 2014 or such other period as the parties may agree in writing (the Development Deadline). EuroSports Auto shall, as soon as practicable and not later than seven (7) days after the later of the issuance of the Certicate of Statutory Completion or the JTC Conrmation of Tenure, apply to JTC and the competent authorities for the JTC Approvals and the JTC Conrmation of No Breach. EuroSports Auto shall bear and pay all fees payable for the application for the JTC Approvals as well as all costs imposed by JTC in respect of the sale and leaseback of the Property. Based on the Sale and Purchase Agreement: (A) JTC Approvals means the approval of the JTC, where necessary for: (aa) the sale of the Property by EuroSports Auto to the Purchaser in accordance with the provisions of the Sale and Purchase Agreement; and the lease of the Property by the Purchaser to EuroSports Auto (as tenant) in accordance with the Sale and Purchase Agreement and the Lease Agreement (as dened below), in the form as set out in the Sale and Purchase Agreement, commencing on completion, for the approved use of distribution and servicing of motor cars only and shall include, where applicable, in either case, the approvals of all competent authorities;

(bb)

(B)

JTC Conrmation of No Breach means the written conrmation from the JTC that: (aa) all terms and conditions imposed by the JTC for the grant of the initial leasehold term of 10 years commencing from 1 June 2007 and the further leasehold term of 22 years commencing on the date immediately following the expiry of the initial leasehold term have been fullled; and there is no subsisting breach by EuroSports Auto of the head lease between JTC and EuroSports Auto and that EuroSports Auto has performed and complied in all respects with the terms and conditions contained in the conrmation.

(bb)

If by the Development Deadline, EuroSports Auto has obtained the Certicate of Statutory Completion and has applied to JTC for the JTC Conrmation of Tenure but has not yet obtained the JTC Conrmation of Tenure, the JTC Approvals and JTC Conrmation of No Breach, the Purchaser may extend the Development Deadline to 30 June 2014 (the Extended Development Deadline), to enable EuroSports Auto to obtain the JTC Conrmation of Tenure and the JTC Approvals and JTC Conrmation of No Breach. In the event that EuroSports Auto is unable to obtain the JTC Conrmation of Tenure, Certicate of Statutory Completion, the JTC Approvals and the JTC Conrmation of No Breach by the Development Deadline or the Extended Development Deadline, the Purchaser shall be entitled to rescind the Sale and Purchase Agreement. In the event the Purchaser determines that any of the terms and conditions of any of the JTC Approvals is not acceptable to it, or the agreement for lease, variation of lease, supplementary deed or other denitive agreement from JTC that evidences the grant of the Teban Gardens Lease Extension is not acceptable to it, the Purchaser shall be entitled to rescind the Sale and Purchase Agreement.

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(c)

Conditions precedent to completion The completion of the purchase of the Property by the Purchaser is subject to and conditional upon satisfaction of, inter alia, the following conditions: (i) the parties having received the JTC Approvals and JTC Conrmation of No Breach by the Development Deadline or Extended Development Deadline, and the Purchaser being in receipt from EuroSports Auto and accepting the terms of the JTC Approvals within the relevant period stipulated in such approvals; the Purchaser receiving satisfactory results to its due diligence investigations; EuroSports Auto not being in breach of any provision of the Sale and Purchase Agreement or not having failed to perform and comply in all respects with any of the covenants and agreements referred to in the Sale and Purchase Agreement or none of the representations and warranties being unfullled, untrue or incorrect; EuroSports Auto not being in breach of any provisions of the head lease or failing to perform and comply with any of the covenants and agreements contained therein; there being no compulsory acquisition or notice of compulsory acquisition or intended acquisition affecting the Property; the relevant approvals of the board of directors of Cambridge Industrial Trust Management Limited, as the manager of Cambridge Industrial Trust, the trustee of Cambridge Industrial Trust, the unitholders of Cambridge Industrial Trust and any lender to the Purchaser; a valuation report based on a sale and leaseback structure in respect of the Property satisfactory to the Purchaser, obtained by the Purchaser not less than one (1) month prior to the completion date; the issuance of the JTC Conrmation of Tenure by the Development Deadline or Extended Development Deadline; and the issuance of the Certicate of Statutory Completion by the Development Deadline.

(ii) (iii)

(iv)

(v)

(vi)

(vii)

(viii)

(ix)

In the event that by the Development Deadline or Extended Development Deadline, whichever is later, any of the conditions precedent are not fullled or waived by the Purchaser, the Purchaser shall be entitled to rescind the Sale and Purchase Agreement. (d) Lease to EuroSports Auto The Purchaser shall on completion lease the Property to EuroSports Auto for six (6) years commencing from the actual date of completion of the purchase of the Property, subject to the lease agreement to be entered into between the Purchaser (as landlord) and EuroSports Auto (as tenant) in the agreed form set out in the Sale and Purchase Agreement (the Lease Agreement). Pursuant to the Lease Agreement, the rent payable by EuroSports Auto to the Purchaser shall be as set out below.
Rent (S$ per annum) (excluding GST) 3,415,000 3,415,000 3,585,750 3,585,750 3,765,038 3,765,038

Year First Year Second Year Third Year Fourth Year Fifth Year Sixth Year

The Purchaser will grant to EuroSports Auto an option to renew the lease for a further term for six (6) years at a revised rent to be agreed between the parties based on the then prevailing market rate. 94

As at the Latest Practicable Date, we are in the process of fullling the conditions precedent to completion of the Sale and Leaseback Arrangement as stated above. We expect to complete the Sale and Leaseback Arrangement by the rst quarter of 2014. Please refer to the section entitled Risk Factors Risks relating to the Teban Gardens Lease Extension and the Sale and Leaseback Arrangement of this Offer Document. MAJOR SUPPLIERS As at the Latest Practicable Date, we have entered into distributorship and/or dealership agreements with the Lamborghini Manufacturer, Pagani Manufacturer, Alfa Romeo Manufacturer and Touring Superleggera. During the Period under Review, save as disclosed in the table below, no single supplier accounted for ve per cent. (5.0%) or more of our total purchases(1). During the Period under Review, our pre-owned automobiles are purchased from individuals and none of these purchases accounted for ve per cent. (5.0%) or more of our total purchases(1).
Percentage of total purchases(1) (%) FY2011 Lamborghini Manufacturer
Note: (1) Total purchases is computed based on costs of purchase of new automobiles and pre-owned automobiles, cost of automobile parts and accessories, cost of luxury watches, direct labour costs, sub-contracting costs, freight and delivery charges and warranty provisions. Please refer to the section entitled Managements Discussion and Analysis of Financial Position and Results of Operations of this Offer Document for more details.

FY2012 26.9

FY2013 37.5

1Q2014 32.8

40.4

The decrease in the total purchases from the Lamborghini Manufacturer in FY2012 was mainly attributable to higher purchases of pre-owned automobiles in FY2012. Save in respect of our Lamborghini dealership, our Directors are of the opinion that our business and protability are currently not dependent on any single supplier or on any particular industrial, commercial or nancial contract with any supplier. Please refer to the section entitled Risk Factors We are dependent on the sales of Lamborghini automobiles of this Offer Document for further details. As at the date of this Offer Document, none of our Directors or Substantial Shareholders or their associates has any interest, direct or indirect, in the Lamborghini Manufacturer. MAJOR CUSTOMERS Our customers comprise mainly individuals and automobile dealers, who purchase our new automobiles and/or pre-owned automobiles. During the Period under Review, save as disclosed in table below, no single customer contributed ve per cent. (5.0%) or more of our total revenue:
Percentage of total revenue (%) FY2011 Motor-Way Credit 3.2 FY2012 8.8 FY2013 3.7 1Q2014

Sales to Motor-Way Credit in FY2012 amounted to 8.8% of total revenue as we sold 21 units of preowned automobiles to Motor-Way Credit, as compared to eight (8) units in FY2011 and ve (5) units in FY2013. Our Directors are of the opinion that our business and protability are currently not dependent on any single customer or on any particular industrial, commercial or nancial contract with any customer. As at the date of this Offer Document, none of our Directors, Substantial Shareholders or their associates has any interest, direct or indirect, in Motor-Way Credit. 95

CREDIT MANAGEMENT Credit policy to our customers Our sales of automobiles and watches are conducted on a cash basis (including payment by credit card). We generally do not grant any credit terms to our customers of automobiles and watches and our customers of after-sales services. However, we may grant credit to our customers on a case by case basis, depending on the contract value, relationship with the customer and payment track record of the customer. We typically grant our appointed point of sale and/or local distributor for our watches a credit term of 30 days. Our nance department regularly monitors and oversees payments from our customers. For debtors with payments outstanding for more than 365 days, we will typically make specic provisions for doubtful trade receivables. Doubtful trade receivables will be written-off when such debts are deemed not recoverable. The allowances for doubtful trade receivables, trade receivables written-off and trade receivables turnover days of our Group for the Period under Review are set out below:
FY2011 Allowance for doubtful trade receivables (S$000) Trade receivables written off (S$000) Total allowance for doubtful trade receivables and trade receivables written off as a % of total revenue Trade receivables turnover (days)
Note: (1) The trade receivables turnover days is calculated based on the closing trade receivables balance as at the relevant nancial year divided by the corresponding revenue and multiplied by 365 days for FY2011, FY2012 and FY2013. For 1Q2014, the trade receivables turnover days is calculated based on the closing trade receivables balance of the nancial period divided by revenue and multiplied by 90 days.
(1)

FY2012 112 63 0.21% 29

FY2013 182 0.21% 7

1Q2014 6

68 0.06% 5

Our trade receivables arise mainly from the sale of pre-owned automobiles to Motor-Way Credit, rental received from a tenant resulting from the subletting of our premises at 30 Teban Gardens Crescent, sales of watches to E Collezione, provision of after-sales services, and sales of new automobiles to certain individual customers. The allowance for doubtful trade receivables mainly relate to outstanding accident insurance claims arising from repairs to customers automobiles where we are unable to agree with the insurers on the amounts reimbursable within a reasonable period. The trade receivables written off mainly relate to long overdue debts arising from after-sales services provided to our customers. The increase in our trade receivables turnover days in FY2012 was due to the sale of 11 units of preowned automobiles at approximately S$6.50 million to Motor-Way Credit in March 2012. We received full payment from Motor-Way Credit after 31 March 2012. Please refer to the section entitled General Information on our Group Major Customers of this Offer Document for further details. Credit terms from our suppliers Our trade payables arise mainly from the purchase of new demo automobiles and automobile parts and accessories from manufacturers and outstanding hire purchase liabilities relating to purchase of preowned automobiles. Our purchases of new automobiles are generally conducted on a cash on delivery basis. However, automobile manufacturers may grant us a credit term of 90 days from the date of delivery for purchases of new demo automobiles and a credit term of 30 days from the date of delivery for purchases of automobile parts and accessories.

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Our trade payables turnover days for the Period under Review are as follows:
FY2011 Trade payables turnover (days)(1)
Note: (1) The trade payables turnover days is calculated based on the closing trade payables balance as at the relevant nancial year divided by the corresponding cost of purchases and multiplied by 365 days for FY2011, FY2012 and FY2013. For 1Q2014, the trade payables turnover days is calculated based on the closing trade payables balance of the nancial period divided by cost of purchases and multiplied by 90 days.

FY2012 32

FY2013 42

1Q2014 22

29

Our trade payables turnover days for the Period under Review are within the credit terms granted to us. INVENTORY MANAGEMENT Our inventory comprises new automobiles, pre-owned automobiles, automobile parts and accessories and watches. New automobiles and pre-owned automobiles comprise the bulk of our inventory. Accordingly, our inventory turnover days are largely dependent upon the movement of the inventory for new automobiles or pre-owned automobiles. In order to respond to customer demand and at the same time manage our cashow effectively, we aim to stock a reasonable level of inventory of our products. We typically procure our inventory based on historical movements of and anticipated demand for new automobiles and automobile parts and accessories. Our inventory for pre-owned automobiles is largely dependent upon sales of new automobiles where trade-in automobiles are involved. We maintain an inventory management system for new automobiles, pre-owned automobiles and automobile parts and accessories, which enables us to monitor and manage our inventory turnover for these products in a real-time manner. For new automobiles and pre-owned automobiles that have aged beyond a certain period of time, we will take initiatives, such as marketing events, to reduce such inventory level. We have also extended this inventory management system for monitoring and managing our inventory turnover for watches. Our inventory turnover days for the Period under Review are as follows:
FY2011 Inventory turnover (days)(1)
Note: (1) The inventory turnover days is calculated based on the closing inventory balance as at the relevant nancial year divided by the corresponding cost of purchases and multiplied by 365 days for FY2011, FY2012 and FY2013. For 1Q2014, the inventory turnover days is calculated based on the closing inventory balance of the nancial period divided by cost of purchases and multiplied by 90 days.

FY2012 61

FY2013 151

1Q2014 142

104

The inventory turnover days in FY2012 decreased to 61 days from 104 days in FY2011 mainly due to the sale of 11 units of pre-owned automobiles to Motor-Way Credit in March 2012. The inventory turnover days in FY2013 increased to 151 days due to increase in inventory of pre-owned automobiles and watches. As at the Latest Practicable Date, our Directors are not aware of any information or reasons that our Group may have to make material provision or write-down our inventory.

97

INSURANCE As at the Latest Practicable Date, we have taken up insurance policies in respect of, inter alia, the following:

Property damage, business interruption and industrial all risks policies in respect of our premises; Motor trade policy in respect of automobiles; Work injury compensation for our employees; Marine open cover policy in respect of our new automobiles; Public liability in respect of our premises; Money policy in respect of money in our premises and money in transit; and Fidelity guarantee policy for our employees.

Our Directors are of the view that the above insurance policies are adequate for our existing operations. However, any signicant damage to our assets and properties, whether as a result of re or other causes, may still have an adverse effect on our business, results of operations or nancial position. Please refer to the section entitled Risk Factors Our insurance coverage may not be adequate of this Offer Document for further details. Our Directors will review our insurance coverage annually to ensure that it is adequate for the Groups operations. COMPETITION The automobile industry has high barriers to entry due to, inter alia, intensive capital requirements and stringent distributor and/or dealer selection criteria of automobile manufacturers. Our competitors are typically distributors and dealers of automobiles manufactured by European manufacturers which focus on similar class of automobiles. In the ultra-luxury segment of the automobile market, to the best of our knowledge and belief, our competitors are the distributors and dealers of other ultra-luxury brands of automobiles, including Aston Martin, Bentley, Ferrari, McLaren and Porsche. In the luxury segment of the automobile market, to the best of our knowledge and belief, our competitors are the distributors and dealers of other luxury brands of automobiles, including Citroen, Renault, Peugeot and Volkswagen. There are numerous distributors and dealers of such automobile brands that are in competition with us. By way of illustration, the total annual new registration of automobiles of the brands we carry (being Lamborghini and Alfa Romeo) as well as our competing brands in Singapore since year 2002 to 2012 are set out below.
BRAND Ultra-luxury Aston Martin Bentley Ferrari Lamborghini McLaren Porsche Luxury Alfa Romeo Citroen Peugeot Renault Volkswagen 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012

15 6 55

5 91

26 23 20 88

8 22 35 19 137

11 36 26 29 168

20 37 53 34 337

24 41 45 49 327

25 45 32 54 303

34 49 69 53 448

25 60 92 49 584

22 93 80 56 33 507

116 247 358 656 480

191 103 467 459 384

146 67 392 841 290

138 67 535 820 660

96 47 560 518 585

169 247 494 456 942

75 209 384 309 1,290

138 284 387 288 2,530

105 375 259 166 3,486

48 346 460 263 3,204

49 357 560 114 3,567

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Note: (1) Source: Annual Vehicle Statistics 2012 Total Annual New Registration of Cars by Make. Information was extracted from the website of the LTA at http://www.lta.gov.sg/content/ltaweb/en/publications-and-research.html. Please note that the LTA has not consented to the inclusion of the information extracted from its website in this section and is thereby not liable for such information under Sections 253 and 254 of the SFA. Our Directors are aware that the LTA does not guarantee or assume responsibility that the information on its website is accurate, adequate, current or reliable, or may be used for any purpose other than for general reference. Although we and the Vendors have extracted the relevant information in its proper form and context in this Offer Document, we and the Vendors have not separately veried the accuracy of such information.

In the luxury segment of the watch market, to the best of our knowledge and belief, our competitors are the distributors and dealers of other luxury brands of watches, particularly Swiss-made brands of watches, including Audemars Piguet and Franck Muller. Similarly, there are numerous distributors and dealers of such watch brands that are in competition with us. Our Directors and Substantial Shareholders do not have any interest, direct or indirect, in any of the distributors or dealers of any other brands of automobiles and watches. COMPETITIVE STRENGTHS We believe that competition in our businesses is largely based on, inter alia, customer service, branding of automobile, price, automobile performance and delivery capability. We have identied the following as our key competitive strengths: We have developed strong relationships with our customers through personalised and quality customer service We place great emphasis on understanding the needs and requirements of our customers and providing them with the quality services that they would expect. Our motto of walk in as a customer, walk out as a friend encompasses the values and philosophy by which we run our business. We aim to provide personalised and quality customer service, from the purchasing stage (during the automobile selection, choosing of nancing options, delivery schedules and actual delivery) to the post-purchasing stage (in terms of maintaining the automobile purchased and provision of after-sales services). In keeping with the ultra-luxury or luxury branding and image of the automobiles we sell, we ensure that our service standards match up to such expectations by putting the right people in the right place to provide sales or after-sales services of the highest standards. Our customer service aspect is led by our Executive Chairman and CEO, Melvin Goh. Our customer service capabilities are further enhanced through the use of our centralised database that stores our customers information, including the history of automobile purchases of our customers and the maintenance and repair records of their automobiles. This enables us to tailor and conduct targeted marketing campaigns accordingly to meet customer needs and expectations. We believe that our emphasis on personalised customer service has contributed to a high level of repeat sales to existing customers. At the same time, our customers have also been the most effective ambassadors of our Group and our products. This is evident in the growing number of sales of our Lamborghini automobiles over the years, resulting in us receiving the various awards by the Lamborghini Manufacturer, including the Certicate of Achievement for the 2005 Results Obtained in Sales and Service and the Best Sales Performance 2008. Please refer to the sections entitled General Information on our Group History and Development and General Information on our Group Business Overview of this Offer Document for more information. We carry strong and well-established automobile brands We carry strong and well-established automobile brands, including Lamborghini which is a wellestablished automobile brand both globally and in Singapore. The Lamborghini Manufacturer is renowned for producing quality high performance super cars and has been able to distinguish itself from the rest of the eld in areas, such as exclusivity, quality and image. We believe that Alfa Romeo is similarly a well-established brand in the automobile market with a loyal following. The strength of the automobile brands we carry, coupled with our focused sales and marketing activities, has been a key contributor to our growth.

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We maintain an established relationship with automobile manufacturers As at the Latest Practicable Date, we are the only authorised dealer for Lamborghini automobiles in Singapore, and the exclusive distributor for Alfa Romeo automobiles in Singapore. We have an established relationship with the existing automobile manufacturers, both in terms of the length of time we have been working together and the depth of our working relationships with them. Our relationship with the Lamborghini Manufacturer started in 2001 spanning more than 10 years. We also have a long-established relationship with the Alfa Romeo Manufacturer, which began since 2004. These automobile manufacturers have been supportive in terms of automobile allocation, delivery schedules and other operational, technical and sales support. Leading automobile manufacturers for ultra-luxury and luxury brands are generally selective in entering into distributorship and/or dealership arrangements. As a result, we believe that our strong and long-standing relationships with these existing automobile manufacturers, strong sales, high customer satisfaction and proven track record place us in a favourable position to maintain the existing distributorships and/or dealerships with these automobile manufacturers. In addition, we believe that our reputation as an ultra-luxury automobile and luxury automobile dealership group gives us competitive advantages in obtaining new distributorships and/or dealerships from other automobile manufacturers in Singapore or overseas in the future. We have an experienced and committed management team with proven track record Our Group is led by our Executive Chairman and CEO, Melvin Goh, who has more than 30 years of experience in the automobile industry. He has been instrumental in developing the business of our Group and charting its strategic directions. Furthermore, our Executive Director and Deputy CEO, Andy Goh, has over 28 years of experience in the automobile industry. In addition, our COO, Dennis Yang Yung Kang, has more than 35 years of relevant experience and in-depth expertise in the automobile industry. Their strong management capabilities, industry and product knowledge and understanding have contributed signicantly to the growth of our business and are vital to our continued growth and future development. PROSPECTS Going forward, in light of our competitive strengths and barring any unforeseen circumstances, our Directors are condent of the prospects and outlook of our business, due to the following factors. Steady growth in Singapores GDP The Singapore economy is estimated to have grown by 3.7% in 2013 and is expected to grow by 2.0% to 4.0% in 2014.(1) In addition, the International Monetary Fund (IMF) has projected Singapores GDP per capita growth to be approximately 3.7% per annum for the next four (4) years.(2) The rising afuence and spending power of Singaporean consumers are likely to lead to more discretionary spending and provides greater business potential for a wide range of services. Launch of new product models The Lamborghini Manufacturer has unveiled the Huracn LP 610-4 that replaces its Gallardo model, which is likely to attract existing automobile owners and prospective buyers. In addition, the Lamborghini Manufacturer has previously announced that it plans to enter the sport utility vehicle (SUV) segment with its newly launched Lamborghini Urus, with a view to expand the brands customer base to cover household families.(3) Based on industry expectations, Lamborghini Urus is expected to hit the market by 2017. Aside from new launches by Lamborghini, the Alfa Romeo Manufacturer has recently launched the new 4C model. In respect of our luxury watch business, we have commissioned the deLaCour Manufacturer to produce 90 limited edition GT3 timepieces that bear the identity of the six (6) GT3 race circuits for the GT Asia 2013. We believe that the new series will appeal to the existing deLaCour customers, motor sports enthusiasts as well as luxury watch users. 100

This is expected to drive the growth of sales of our products going forward, as the luxury and ultra-luxury segments are model-driven markets and sales typically increase when a new model is launched. Expanding distribution and retail network for deLaCour watches We believe that the expanding distribution network will drive the growth of sales of our deLaCour watches. As at the Latest Practicable Date, we have appointed two (2) Singapore watch retailers, namely Sincere Watch Limited and Watches of Switzerland, to act as our points of sales to retail the deLaCour brand of watches in Singapore and we have also appointed a local distributor in Jakarta, Indonesia. We are also presently in discussions with a potential local distributor in Bangkok, Thailand. Please refer to the section entitled General Information on our Group Business Strategies and Future Plans of this Offer Document for more details.
Notes: 1. Source: Press releases entitled MTI Forecasts Growth of 3.5 to 4.0 Per Cent in 2013 and 2.0 to 4.0 Per Cent in 2014 dated 21 November 2013 and Singapores GDP Grew 4.4 Per Cent in the Fourth Quarter of 2013 dated 2 January 2014 by the Ministry of Trade and Industry Singapore (MTI). Information was extracted from the website of the Singapore Department of Statistics (DOS) at http://www.singstat.gov.sg/statistics/browse_by_theme/national_accounts.html. Source: World Economic Outlook Database, October 2013. Information was extracted from the website of IMF at http://www.imf.org/external/pubs/ft/weo/2013/02/weodata/weoselgr.aspx. Source: Press release entitled Lamborghini Urus The SUV super athlete dated 22 April 2012 by the Lamborghini Manufacturer.

2.

3.

The MTI, DOS, IMF and the Lamborghini Manufacturer have not consented to the inclusion of the relevant information for the purposes of Section 249 of the SFA and are therefore not liable for the relevant statement(s) under Sections 253 and 254 of the SFA. While we and the Vendors have taken reasonable action to ensure that the relevant statement(s) have been included in its proper context and form in this Offer Document, we and the Vendors have not independently veried the accuracy of the relevant information.

TREND INFORMATION Our Directors have observed the following trends for FY2014 based on the sales and operations of our Group as at the Latest Practicable Date: (a) We expect our revenue from sale of automobiles to decline for, inter alia, the following reasons: (i) Sales of the Lamborghini Gallardo range, which is at the end of its life cycle, are expected to decrease in FY2014; and The sales volume of automobiles is expected to decrease due to the likely increase in the selling prices of our automobiles, arising from the new tiered additional registration fee structure introduced under the Singapore Budget 2013. This, together with the automobile nancing restrictions imposed by the Authority on 25 February 2013, will affect the sales volume of our automobiles. Please refer to the Risk Factors Our business is subject to measures taken by the Singapore government in relation to automobile ownerships of this Offer Document for more details.

(ii)

(b)

We expect our commission income to decrease due to lower hire purchase referral income earned resulting from the decrease in sales of automobiles, lower quantum of hire purchase nancing taken by our customers from banks and nance companies as well as the cessation of the funding support arrangements with EC and PT EuroSport. We expect to recognise a one-off gain on sale of leasehold property arising from the Sale and Leaseback Arrangement upon completion. Please refer to the Unaudited Pro Forma Combined Financial Information as set out in Appendix C of this Offer Document for the accounting treatment in respect of the Sale and Leaseback Arrangement. Our operating expenses are expected to increase, inter alia, due to the fees and expenses incurred in relation to the Invitation, compliance costs as a listed company as well as the impact of the Service Agreements entered into with our Executive Directors (further details of the Service Agreements are set out in the section entitled Directors, Executive Ofcers and Employees Service Agreements of this Offer Document). 101

(c)

(d)

Save as disclosed above and in the sections entitled Risk Factors, Managements Discussion and Analysis of Financial Position and Results of Operation and General Information on our Group Prospects of this Offer Document respectively, and barring any unforeseen circumstances, our Directors believe that there are no other known recent trends in production, sales and inventory, the costs and selling prices of our products and services or other known trends, uncertainties, demands, commitments, or events that are reasonably likely to have a material effect on our revenue, protability, liquidity or capital resources, or that would cause nancial information disclosed in this Offer Document to be not necessarily indicative of our future operating results or nancial condition. Please also refer to the section entitled Cautionary Note Regarding Forward-Looking Statements of this Offer Document. ORDER BOOK As at 30 June 2013, our order book, based on conrmed sales orders and the indicative selling prices of our automobiles, was approximately S$17.21 million. As at the Latest Practicable Date, one of these sales orders amounting to approximately S$1.44 million, which was subsequently varied to approximately S$2.64 million, has been fullled. As at the Latest Practicable Date, our order book, based on conrmed sales orders and the indicative selling prices of our automobiles, was approximately S$19.30 million. Barring unforeseen circumstances, these orders are expected to be fullled progressively over the next 18 months. As the orders in our order book are subject to cancellation or amendment by our customers, the state of our order book is not necessarily indicative of our revenues or protability for FY2014. BUSINESS STRATEGIES AND FUTURE PLANS Our business strategies and future plans for the growth and expansion of our businesses are described below: Expansion of our operations locally and into other markets and acquisitions of new distributorships and/or dealerships We intend to capitalise on our know-how, relationships and positive brand image established by our existing distributorships and dealerships, as well as our extensive industry experience and expertise, to expand our operations locally and into other markets. We intend to grow our distribution network locally and into other emerging markets in the region. To this end, we may expand our distribution network for our existing products into overseas markets or secure distributorships and/or dealerships for new ultra-luxury automobiles and/or luxury automobiles. For overseas expansion, we may acquire local existing distributorships and/or dealerships which are already in the ultra-luxury automobile and/or luxury automobile markets in that country. We may also have to identify and enter into strategic alliances with local distributors and/or dealers of ultra-luxury automobiles and/or luxury automobiles, should such a need arise. For instance, we currently have plans to expand our portfolio of automobiles to include vintage, classic and collectors automobiles, which is in line with our position as an ultra-luxury automobiles and luxury automobiles dealership group and a provider of luxury lifestyle products. We believe that our proven track record in operating distributorships and dealerships for ultra-luxury automobiles and luxury automobiles and our extensive industry experiences and operational expertise in operating these distributorships and dealerships have equipped us well to secure new distributorships and/or dealerships for ultra-luxury automobiles and luxury automobiles. These future plans, however, are subject to economic and market conditions and available opportunities. We expect to fund the aforesaid expansion plans using the net proceeds from the issue of the New Shares, external nancing and/or our internal resources. If we establish new distributorships and/or dealerships, the funds will go towards rental expenses for the showrooms and service centres, hiring of staff, purchasing of inventory and other operating expenses. If we acquire existing distributorships or dealerships, the funds will go towards the purchase consideration and other incidentals. Please refer to the section entitled Use of Proceeds and Listing Expenses of this Offer Document for more information.

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Construction of improved or new facilities for our operations We intend to expand our operations by way of acquiring and/or constructing improved or new facilities to house our ofces, showrooms, service centres and automobile parts and accessories stores. Currently, we are operating in the Teban Gardens Showrooms and Service Centres in Singapore, occupying approximately 114,908 sq ft. As at the Latest Practicable Date, we have constructed an annex to our premises at 30 Teban Gardens Crescent, comprising an additional two storey showroom, display area and ofce, which has a total gross oor area of 12,922.67 sq m. As at the date of this Offer Document, we have received the relevant temporary occupation permit. We have incurred approximately S$1.74 million for the construction and tting out costs, out of which S$0.60 million of the building construction costs will go towards partial fulllment of the minimum new investment of S$6 million. Please refer to the section entitled General Information on our Group Properties and Fixed Assets Teban Gardens Lease Extension for further details on the aforesaid construction. In addition, we have plans to construct new facilities, consisting of ofces, showrooms, service centres and automobile parts and accessories stores, at 7 and 9 Chang Charn Road. We expect to commence the construction of the aforesaid facilities by 2015 and the construction is expected to take approximately 24 months. We estimate that the construction costs to be between S$22 million and S$25 million. Following completion of the construction of the new facilities, we will relocate our head ofce, showrooms, service centres and automobile parts and accessories stores to 7 and 9 Chang Charn Road. The usage of our existing premises at 30 Teban Gardens Crescent will depend on our business requirements then. The construction costs of the annex to our premises at 30 Teban Gardens Crescent will be funded through internal resources and, in the event that internal resources are insufcient to cover such capital expenditure, we will fund this through the unutilised banking facilities of our Group. The construction costs of the new facilities at 7 and 9 Chang Charn Road are expected to be funded by the sale proceeds arising from the disposal of our premises at 30 Teban Gardens Crescent in connection with the Sale and Leaseback Arrangement and, in the event that the Sale and Leaseback Arrangement does not complete, we intend to fund this capital expenditure through internal resources and/or external nancing. Diversication into other luxury lifestyle businesses We have plans to diversify into other businesses in the luxury segment in order to leverage on our established pool of high net worth customers. These businesses will complement our automobile distribution business by providing more luxury lifestyle product choices to our existing customers. In line with our vision to be a provider of luxury lifestyle products, we have embarked on the luxury watch distribution and retail business. We rst began selling luxury watches, being the Swiss-made deLaCour brand of watches, in September 2012. The deLaCour Manufacturer is a Geneva-based watchmaker, which has been making watches since 1992. They launched the deLaCour brand in 2003, with a focus on creating only limited edition luxury timepieces. Since then, the deLaCour brand of watches has been positioned in a different tier within the luxury watch-making sector, attributable to its exclusive and elaborate designs and unique personalization. To date, deLaCour has boutiques and authorised retailers worldwide, spanning Africa, Europe, Russia, Asia Pacic, Latin America, Middle East, USA and Canada. On 9 November 2012, we entered into an agreement with the deLaCour Manufacturer to secure the exclusive distributorship rights for the deLaCour brand of watches for Singapore, Malaysia, Indonesia, Thailand and Brunei. We intend to expand our distribution network for the deLaCour brand of watches locally and into other emerging markets in the region. To this end, we may appoint local watch retailers in that particular country to act as our points of sales and/or local distributors or set up boutique watch shops for the purpose of distributing or retailing the deLaCour brand of watches. As at the Latest Practicable Date, we have appointed two (2) Singapore watch retailers, namely Sincere Watch Limited and Watches of Switzerland, to act as our point of sales to retail the deLaCour brand of watches in Singapore and we have also appointed a local distributor in Jakarta, Indonesia. We are also presently in discussions with a potential local distributor in Bangkok, Thailand.

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If opportunities arise, we will also acquire distributorships and/or dealerships for more luxury lifestyle products to expand our product portfolio. This expansion plan is expected to be funded by our internal resources and/or external nancing. Expand our business through joint ventures and strategic alliances We may also expand our businesses through joint ventures and strategic alliances which we believe will complement our current and future businesses. We believe that suitable joint ventures and strategic alliances will give us access to new markets and customers as well as new businesses, including new distributorships and/or dealerships with strong brand owners. Should such opportunities arise, we will seek approval, where necessary, from our Shareholders and the relevant authorities as required by the relevant rules and regulations. As at the Latest Practicable Date, we have not identied any such opportunities.

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GOVERNMENT REGULATIONS
Save as disclosed below, as at the Latest Practicable Date, our business operations in Singapore are not subject to any special legislations or regulatory controls other than those generally applicable to companies (including foreign investment companies) and businesses incorporated and/or operating in Singapore. We have thus far not experienced any adverse effect on our business in complying with these regulations. Our Directors conrm after having made all reasonable enquiries, that as at the Latest Practicable Date, our Group has obtained all relevant business licences, certicates and approvals necessary for our business operations and we have complied with all relevant laws and regulations that would materially affect our business operations. Save as disclosed herein, we do not require any other material licences, registrations, permits or approvals in respect of our operations apart from those pertaining to general business registration requirements. As at the Latest Practicable Date, our Directors believe that we are not in breach of any laws or regulations applicable to our business operations in Singapore that would materially affect our business operations. The following is a summary of the main laws and regulations of Singapore that are relevant to our business as at the Latest Practicable Date. Customs Requirements As our principal activity is the distribution of automobiles and automobile parts and accessories which are imported from overseas, we are required to comply with the Customs Act (Chapter 70) of Singapore (Customs Act) and the regulations issued pursuant to the Customs Act. We are required to obtain import permits prior to the importation of any good into Singapore. The importation of automobiles for local use is required to be declared to Singapore Customs through a customs in-payment (duty and GST) permit. A duty rate of 20.0% of the Customs value will be levied on an automobile and a GST of seven per cent. (7.0%) is also levied on the cost, insurance and freight value, over and above the duty payable. We are also required to comply with the Customs Act and the licensing requirements of Singapore Customs under the Customs Act with respect to the operation of our warehouse that is licensed by Singapore Customs to store imported dutiable goods, including automobiles, with the duty and GST payable suspended until they are removed from the licensed premises and enter the local market. General Licence for Automobile Test-Drive and Trial We are required to comply with the terms and conditions of a general license issued by the LTA with respect to the use of an automobile for test-drive and trial (e.g. pre-delivery inspection). The general licence is to be used only for the purpose of test-drive or trial of an automobile by the licensee or any other person bona de in his employment and acting under his authority, who must be present and be in charge of the automobile whenever the general licence is being used. The general licence shall not be used for any automobile other than an automobile which is in the licensees possession in the course of its business as a dealer in automobiles. A general licence may be suspended or revoked if the licensee or any person under its employment is found to have contravened any provision of the Road Trafc Act (Chapter 276) of Singapore or its subsidiary legislation or breached any condition of the general licence. Electrical Installation Licence Under the Electricity Act (Chapter 89A) of Singapore, no person shall use, work or operate or permit to be used, worked or operated any electrical installation without an electrical installation licence granted by the Energy Market Authority. The licensee is required to ensure that the electrical installation is properly maintained and inspected in accordance with the terms of the license. Any licensee who fails to comply with the terms of such electrical installation licence may be guilty of an offence and may be liable on conviction to monetary nes and/or custodial sentences. An electrical installation licence shall be valid for the period stated therein unless it is revoked before the expiry of that period. Upon expiry of the licence, it may be renewed.

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Workplace Safety and Health Measures Under the WSHA, every employer has the duty to take, so far as is reasonably practicable, such measures as are necessary to ensure the safety and health of his employees at work. These measures include providing and maintaining for the employees a work environment which is safe, without risk to health, and adequate as regards to the facilities and arrangements for their welfare at work, ensuring that adequate safety measures are taken in respect of any machinery, equipment, plant, article or process used by the employees, ensuring that the employees are not exposed to hazards arising out of the arrangement, disposal, manipulation, organisation, processing, storage, transport, working or use of things in their workplace or near their workplace and under the control of the employer, developing and implementing procedures for dealing with emergencies that may arise while those persons are at work and ensuring that the person at work has adequate instruction, information, training and supervision as is necessary for that person to perform his work. Additional duties imposed on employers are also set out in the Workplace Safety and Health (General Provisions) Regulations (WSHR) including taking effective measures to protect persons at work from the harmful effects of any exposure to any biohazardous material which may constitute a risk to their health, ensuring adequate ventilation and maintaining sufcient and suitable lighting. Pursuant to the WSHR, the following equipment, inter alia, are required to be tested and examined by an examiner (Authorised Examiner), who is authorised by the Commissioner for Workplace Safety and Health (CWSH), before they can be used in a factory and thereafter, at specied intervals:

hoist or lift; lifting gears; and lifting appliances and lifting machines.

Upon examination, the Authorised Examiner will issue and sign a certicate of test and examination, specifying the safe working load of the equipment. Such certicate of test and examination shall be kept available for inspection. Under the WSHR, it is the duty of the owner of the equipment or occupier of the factory to ensure that the equipment complies with the provisions of the WSHR and to keep a register containing the requisite particulars with respect to the lifting gears, lifting appliances and lifting machines. In addition to the above, under the WSHA, inspectors appointed by the CWSH may, inter alia, enter, inspect and examine any workplace and any machinery, equipment, plant, installation or article at any workplace, to make such examination and inquiry as may be necessary to ascertain whether the provisions of the WSHA are complied with. Under the WSHA, the CWSH may serve a stop-work order in respect of a workplace if he is satised that:

the workplace is in such condition, or is so located, or any part of the machinery, equipment, plant or article in the workplace is so used, that any process or work carried on in the workplace cannot be carried on with due regard to the safety, health and welfare of persons at work; any person has contravened any duty imposed by the WSHA; or any person has done any act, or has refrained from doing any act which, in the opinion of the CWSH, poses or is likely to pose a risk to the safety, health and welfare of persons at work.

The stop-work order shall direct the person served with the order to immediately cease to carry on any work indenitely or until such measures as are required by the CWSH have been taken, to the satisfaction of the CWSH, to remedy any danger so as to enable the work in the workplace to be carried on with due regard to the safety, health and welfare of the persons at work. During the Period under Review and up to the Latest Practicable Date, our Group has not been served any stop-work order by the CWSH.

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Employment of Foreign Workers The availability and the employment cost of skilled and unskilled foreign workers are affected by the governments policies and regulations on the immigration and employment of foreign workers in Singapore. The policies and regulations are set out in, inter alia, the Employment of Foreign Manpower Act (Chapter 91A) of Singapore and the relevant government gazettes. The availability of the foreign workers to the manufacturing industry is dependent on, inter alia, the Ministry of Manpowers (MOM) policies in connection with:

the countries from which foreign workers may be sourced; the requirements and procedures for the issuance of work permits; the imposition of security bonds and levies; and the dependency ceilings based on the ratio of local to foreign workers.

In relation to the employment of semi-skilled or unskilled foreign workers, employers must ensure that such persons apply for a Work Permit. In relation to the employment of foreign mid-level skilled workers, employers must ensure that such persons apply for a S Pass. The S Pass is intended for mid-level skilled foreigners who earn a monthly xed salary of at least S$2,200. In relation to the employment of foreign professionals, employers must ensure that such persons apply for an Employment Pass. The Employment Pass is intended for professionals who earn a monthly xed salary of at least S$3,000. As at the Latest Practicable Date, we have ve (5) foreign employees, out of which three (3) employees are Work Permit holders and two (2) employees are S Pass holders. Under the Employment of Foreign Manpower (Work Passes) Regulations 2012 (passed pursuant to the Employment of Foreign Manpower Act (Chapter 91A) of Singapore) employers of Work Permit holders are required, inter alia, to:

subsidise medical expenses of the foreign worker (unless agreed otherwise); provide safe working conditions; provide acceptable accommodation consistent with any law or governmental regulations; and provide and maintain medical insurance for inpatient care and day surgery, with coverage of at least S$15,000 per every 12-month period.

Employers of S Pass holders are required, inter alia, to:

subsidise medical expenses of the foreign worker (unless agreed otherwise); and provide and maintain medical insurance for inpatient care and day surgery, with coverage of at least S$15,000 per every 12-month period.

An employer of foreign workers is also subject to, inter alia, the provisions set out in the Employment Act (Chapter 91) of Singapore, the Employment of Foreign Manpower Act (Chapter 91A) of Singapore, the Immigration Act (Chapter 133) of Singapore and the regulations issued pursuant to the Immigration Act. During the Period under Review and up to the Latest Practicable Date, our Group has been in compliance with the Employment of Foreign Manpower (Work Passes) Regulations 2012 (passed pursuant to the Employment of Foreign Manpower Act (Chapter 91A) of Singapore), Employment Act (Chapter 91) of Singapore, the Employment of Foreign Manpower Act (Chapter 91A) of Singapore or the Immigration Act (Chapter 133) of Singapore and the regulations issued pursuant to the Immigration Act.

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Workmens Compensation The Work Injury Compensation Act (Chapter 354) of Singapore (WICA), which is regulated by the MOM, applies to all employees in all industries engaged under a contract of service in respect of injury suffered by them in the course of their employment and sets out, inter alia, the amount of compensation they are entitled to and the method(s) of calculating such compensation. The WICA provides that if in any employment, personal injury by accident arising out of and in the course of the employment is caused to an employee, the employer shall be liable to pay compensation in accordance with the provisions of the WICA. Further, the WICA provides, inter alia, that, where any person (referred to as the principal) in the course of his business or for the purpose of his trade or business contracts with any other person (referred to as the contractor) for the execution by the contractor of the whole or any part of any work, or for the supply of labour to carry out any work, undertaken by the principal, the principal shall be liable to pay to any employee employed in the execution of the work any compensation which he would have been liable to pay if that employee had been immediately employed by the principal. Employers are required to maintain Work Injury Compensation insurance for two (2) categories of employees engaged under contracts of service (unless exempted) - rstly, all employees doing manual work and secondly, non-manual employees earning S$1,600 or less a month. We have in place workmens compensation insurance policies to cover our statutory obligations and liabilities under the WICA. Lemon Laws for Automobiles With effect from 1 September 2012, Lemon Laws were added to the Consumer Protection (Fair Trading) Act, with related amendments to the Hire Purchase Act and Road Trafc Act (for provisions governing automobiles). Lemon Laws apply to both new automobiles and pre-owned automobiles. Lemon Laws provide remedies to consumers who purchased automobiles that fail to conform to contract at the time of delivery. Unless the automobile dealer can prove otherwise, a defect proven to exist within six (6) months of delivery is presumed to have existed at the time of delivery. Beyond the six (6)-month period, the consumer needs to show that the defect existed at the time of delivery in order to make a claim under Lemon Laws. Lemon Laws provide a two (2)-stage recourse framework. The automobile dealer may rst offer to repair or replace the defective automobile within a reasonable period of time and without signicant inconvenience to the consumer. If repair or replacement is not possible or reasonable to the automobile dealer or the automobile dealer did not provide repair or replacement within a reasonable period and without signicant inconvenience to the consumer, the consumer may keep the defective automobile and request for a reduction in price or return the defective automobile for a refund, the amount of which would depend on the use the consumer had of the automobile. Government Measures relating to Automobile Ownerships Vehicle Quota System The LTA implements a vehicle quota system which regulates the rate of growth of automobiles on roads in Singapore. Anyone who wishes to register a new automobile in Singapore must rst obtain a COE, by paying the prevailing COE premium which is determined based on the engine capacity of an automobile. A COE represents a right to automobile ownership and use of the limited road space for 10 years. At the end of the 10-year COE period, automobile owners may choose to deregister their automobile or to revalidate their COEs for another (ve) 5 or 10-year period by paying the prevailing COE premium.

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In September 2013, the LTA introduced a new set of categorisation criteria in relation to automobiles with engine capacity of not exceeding 1,600 cc. In addition to the existing criterion that the engine capacity of not exceeding 1,600 cc, the LTA has added a new criterion that the engine power of the automobile should not exceed 130 bhp. The change applies to automobiles which are registered with COEs obtained from the rst COE bidding exercise in February 2014. This may affect the pricing of automobiles which fall under the aforesaid categorisation criteria, particularly our Alfa Romeo automobiles. Please refer to the section entitled Risk Factors Our business is subject to measures taken by the Singapore government in relation to automobile ownerships of this Offer Document for further details. Nevertheless, we believe that the new categorisation criteria will not have a material impact on our sale of Alfa Romeo automobiles. Electronic Road Pricing System The LTA has in place an electronic road pricing system to manage trafc congestion. Under this system, motorists are charged when they use ERP-priced roads in Singapore during certain hours, based on a pay-as-you-use principle. Such rates vary for different roads and time periods depending on local trafc conditions. Additional Registration Fee and Automobile Financing Restrictions The LTA imposes an additional registration fee upon registration of an automobile. As announced in the Singapore Budget 2013, a new tiered additional registration fees structure was introduced to replace the original registration fee of a 100% at rate of open market value. Under the new structure, the additional registration fees for automobile models with open market values of up to S$20,000 will remain at the rate of 100%, the next S$30,000 of open market value of the automobile will attract a rate of 140% and any open market value beyond S$50,000 will attract a rate of 180%. The new tiered structure applies to every automobile that is registered with COEs obtained from the rst COE bidding exercise in March 2013. Further, on 25 February 2013, the MAS announced the following nancing restrictions on automobiles loans granted by nancial institutions, which took effect as of 26 February 2013: (a) For automobiles with an open market value that does not exceed S$20,000, the maximum loan quantum is 60% of the purchase price; For automobiles with an open market value of more than S$20,000, the maximum loan quantum is 50% of the purchase price; and The tenure of an automobile loan will be capped at ve (5) years.

(b)

(c)

The new tiered additional registration fee structure may cause an increase in the cost of sales of our ultra-luxury automobiles and luxury automobiles, particularly for automobile models with open market value of above S$20,000. If we are unable to identify and adopt appropriate means to reduce costs or pass on such increase in cost to our customers, sales of our automobiles will be adversely affected. In addition, under the tightened automobile loan rules, our customers are required to place higher down payments for their automobiles and to settle the automobile loan within ve (5) years. By way of illustration only, open market value of the Lamborghini Aventador model is in the region of S$0.40 million and, accordingly, it was subject to the additional registration fee rate of 180% and the maximum loan quantum of 50.0%. The additional registration fee for the Lamborghini Aventador model has increased by approximately S$0.30 million, from approximately S$0.40 million to approximately S$0.70 million, under the new structure.

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Licenses, Certicates and Approvals The following is a description of the licenses, certicates and/or approvals that we have obtained for the operations of our Group (apart from those pertaining to general business requirements):
Type of licence/certicate/ approval Licence to warehouse goods liable to duty Licensing body Validity period / Date of expiry Valid until 31 December 2014 Description

Singapore Customs

We are licensed to store dutiable motor vehicles at 30 Teban Gardens Crescent We are licensed to use or operate an electrical installation at 30 Teban Gardens Crescent

Electrical installation licence

Energy Market Authority

21 May 2013 to 20 May 2014

Licence to deal in explosives

Arms and Explosives Licensing Division

21 August 2013 to 20 EuroSports Auto is licensed to August 2015 deal in airbags

Arms and Explosives Licensing Division

1 July 2013 to 30 June 2015

EuroAutomobile is licensed to deal in airbags

General licences for Automobile Test-Drive and Trial

LTA

31 March 2014

This licence is used by EuroSpor ts Auto for the purpose of test-drive or trial of an automobile These licences are used by EuroAutomobile for the purpose of test-drive or trial of an automobile

LTA

The last licence is valid until 30 November 2014

All the aforesaid licenses, certicates and/or approvals have a validity period of less than 12 months. Some of these licenses, certicates and/or approvals are subject to annual renewal. Our Directors are not aware of any reasons which would cause or lead to non-renewal of any of these licenses, certicates and/or approvals. Our Directors believe that the non-renewal of any of these licenses, certicates and/or approvals will not have a material impact on the results of operations and nancial position of our Group for the reasons set out below.

Licence to warehouse goods liable to duty and electrical installation licence In the event we are unable to renew our licence to warehouse goods liable to duty, we may lease third-party bonded warehouses to store our dutiable automobiles. Similarly, we may relocate to other premises possessing an electrical installation licence should our electrical installation licence not be renewed. Our Directors are of the view that rental expenses of such warehouses and/or premises are not expected to have a material impact on the result of operations and nancial position of our Group.

License to deal in explosives Such licence is required to enable us to handle airbags (which are categorised as explosives). In the event the licence is not renewed, we will be prohibited from selling and installing airbags for our customers automobiles. As the sale of airbags forms an insignicant portion of our Groups revenue and prots, our Directors are of the view that the loss of the licence would have a minimal impact on the result of operations and nancial position of our Group.

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General licenses for automobile test-drive and trial We require the general licence for two (2) purposes. As part of our Groups quality control measures, we will conduct inspections, checks, as well as test-drive a new automobile prior to registration and delivery of the automobile. The test drive is conducted on public roads. An unregistered automobile is not permitted to be driven on public roads save and except with a general licence for test-drive and trial. If the condition of the automobile is found to be satisfactory, we will proceed to register and deliver the automobile. In the event we are unable to renew the general licence, we will still comply with our quality control process by registering a new automobile prior to the test-drive. Our Directors are of the view that such changes to our quality control process is not expected to have any material impact on the result of operations and nancial position of our Group. Having a general licence also allows us to obtain motor insurance coverage for accidents involving an automobile operated under the general licence. In respect of automobiles that we repair, we would usually test-drive such automobiles after repair. In the event that an accident occurs during such test-drive, having a general license and thus, a motor insurance taken up by our Group, would allow us to claim on our own motor insurance instead of our customers insurance policies. If the general licence is not renewed, then instead of taking out insurance under the general licence, we may increase the insurance coverage for our employees, who are tasked to drive the automobiles. Our Directors are of the view that the premium payable for such increase in insurance coverage is not expected to have a material impact on the result of operations and nancial position of our Group.

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INTERESTED PERSON TRANSACTIONS

In general, transactions between our Group and any of our interested persons (namely, the Directors, CEO or Controlling Shareholders of our Company or the associates of such Directors, CEO or Controlling Shareholders) are known as interested person transactions. The following discussion sets out our material interested person transactions for the last three (3) nancial years ended FY2013, for the period ended 30 June 2013 and for the period from 1 July 2013 up to the Latest Practicable Date (Collectively, the Relevant Period). Save as disclosed in this Offer Document, there are no transactions undertaken between our Group and any of our Directors, CEO, Controlling Shareholders or their respective associates during the Relevant Period which are material in the context of the Invitation. PAST INTERESTED PERSON TRANSACTIONS Acquisition and Disposal of Shares in Brickfree Brickfree was incorporated on 11 December 2007 in Singapore under the Companies Act as a private limited company. Brickfree is in the business of marketing, training and recruitment through an online IT platform. Goh Kim Siew, a sibling of our Executive Directors, Melvin Goh and Andy Goh, was the major shareholder of Brickfree. In August 2011, Eurosports Auto subscribed for 500,000 new ordinary shares, representing 10.0% of the total issued shares of Brickfree on an enlarged basis, for a consideration of S$500,000. Our Directors are of the view that the aforesaid transaction was not entered into on an arms length basis and was not based on normal commercial terms. The consideration was based on negotiations between the parties and not based on any independent valuation. The transaction was made for investment purposes. Subsequently, as part of the Restructuring Exercise to dispose of our non-luxury lifestyle businesses, we have on 30 September 2012 disposed of the 500,000 ordinary shares in Brickfree to Melvin Goh at a cash consideration of S$500,000. The consideration for the disposal was fully settled. Our Directors are of the view that the aforesaid transaction was not entered into on an arms length basis and was not on normal commercial terms. The consideration was based on negotiations between the parties and not based on any independent valuation. We do not intend to enter into such transactions after our listing on Catalist. Disposal of shares in E-Elements E-Elements was incorporated on 21 September 2006 in Singapore as a private limited company, which was engaged in the restaurant business. EuroSports Auto had previously acquired 15,000 new ordinary shares for a consideration of S$15,000, representing ve per cent. (5.0%) of the share capital in E-Elements on an enlarged basis, with the remaining shareholding held by entities or persons unrelated to the Directors or Controlling Shareholders. E-Elements became a dormant company and ceased to own any asset or business of any value since 2008. On 12 September 2012, as part of the Restructuring Exercise to dispose of our non-luxury lifestyle businesses, we transferred the 15,000 ordinary shares in E-Elements to Andy Goh at a nominal consideration. Our Directors are of the view that this transaction was entered into on an arms length basis and was based on normal commercial terms. The amount invested by EuroSports Auto in E-Elements was written off as the amount invested was deemed not recoverable, taking into consideration that E-Elements was a dormant company with a negative NAV at the time of the disposal. We do not intend to enter into such transactions after our listing on Catalist.

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Automobiles held on trust by our Executive Directors During the Relevant Period, we have purchased and registered one (1) unit of BMW M Coupe MT and one (1) unit each of BMW X6M and Toyota Alphard under the names of Melvin Goh and Andy Goh respectively. These automobiles were provided to our customers for their use, as a gesture of courtesy on our part, while their automobiles are being serviced or repaired by us and/or for general use of our Group. Our Directors are of the view that the aforesaid arrangements were not entered into on an arms length basis and were not based on normal commercial terms, as no fee was paid or payable to our Executive Directors for the aforesaid arrangements. We do not intend to enter into such transactions with our Executive Directors after our listing on Catalist. The Toyota Alphard, together with its registration number, has since been transferred to our Group. In November 2012, the BMW M Coupe MT was sold to Melvin Goh at a consideration of S$187,000, which was the net book value of the automobile as at 31 October 2012. In the same month, the BMW X6M was sold to Andy Goh at a consideration of S$247,463, which was the net book value of the automobile as at 1 November 2012. Our Directors are of the view that such transactions were not entered into on an arms length basis and were not based on normal commercial terms as no reference was made to any market price. As at the Latest Practicable Date, all amounts due from our Executive Directors under the aforesaid transactions have been fully settled. We do not intend to enter into such transactions after our listing on Catalist. Sale of automobiles to our Executive Director In March 2011, EuroAutomobile sold one (1) new unit of Alfa Romeo Mito to Andy Goh at a consideration of S$100,000. Our Directors are of the view that this transaction was not entered into on an arms length basis and was not based on normal commercial terms, as the selling price was at a discount to the prevailing market value. As at the Latest Practicable Date, all amounts due from Andy Goh under the aforesaid transaction have been fully settled. We may enter into such transactions with our Executive Directors and their associates after our listing on Catalist. Such transactions will be conducted on an arms length basis and will be subject to such guidelines as described in the section entitled Interested Person Transactions Review Procedures for Future Interested Person Transactions of this Offer Document and Chapter 9 of the Catalist Rules. Sale of watches to our Executive Directors During the Relevant Period, we sold four (4) pieces of deLaCour watches to Melvin Goh at an aggregate consideration of S$36,000, representing the costs of such watches. Further, we sold one (1) piece of deLaCour watch to Andy Goh at a staff price of S$2,862. Accordingly, our Directors are of the view that these transactions were not entered into on an arms length basis and were not based on normal commercial terms. As at the Latest Practicable Date, all amounts due from our Executive Directors under the aforesaid transactions have been fully settled. We may enter into such transactions with our Executive Directors and their associates after our listing on Catalist. Such transactions will be conducted on an arms length basis and will be subject to such guidelines as described in the section entitled Interested Person Transactions Review Procedures for Future Interested Person Transactions of this Offer Document and Chapter 9 of the Catalist Rules.

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Advances to our Executive Directors Our Group had in the past granted advances to our Executive Directors arising from the payments made for their personal expenses. These advances were interest-free, unsecured and had no xed terms of repayment. Accordingly, these transactions were not entered into on an arms length basis and were not based on normal commercial terms. The aggregate advances granted by our Group to our Executive Directors during the Relevant Period were as follows:
Largest amount outstanding during the Relevant Period (S$000) 899 556

FY2011 (S$000) Melvin Goh Andy Goh 792 469

FY2012 (S$000) 2,931 2,021

FY2013 (S$000) 1,247 1,067

1Q2014 (S$000)

As at the Latest Practicable Date (S$000)

As at the Latest Practicable Date, all amounts due from our Executive Directors have been fully settled. We do not intend to grant advances to interested persons of our Group after our listing on Catalist. Advance from Melvin Goh Melvin Goh had on 4 October 2013 granted an advance of S$150,000 to our Group for working capital purposes. The loan was interest-free, unsecured and had no xed term of repayment. Accordingly, our Directors are of the view that the loan was not entered into on an arms length basis and was not on normal commercial terms, but was not prejudicial to the interests of our Group. As at the Latest Practicable Date, all amounts due to Melvin Goh have been fully settled. We do not intend to obtain advances from interested persons of our Group after our listing on Catalist. Provision of accommodation to Andy Goh and his associates We had on 15 September 2007 entered into a tenancy agreement with a third party for a residential accommodation for a period of two (2) years at a monthly rental of S$8,500. The tenancy agreement was subsequently renewed for a further period of one (1) year at a monthly rental of S$7,000. In FY2011, we had provided the accommodation for Andy Goh and his family and the aggregate monthly rentals paid by our Group on behalf of Andy Goh for such period amounted to S$28,000 (for the period from April 2010 to July 2010). Our Directors believe that the transaction was not conducted on an arms length basis and was not on normal commercial terms, as no rental was paid by Andy Goh for such provision of accommodation. This was a one-off transaction and we do not intend to provide such accommodation to interested persons of our Group after our listing on Catalist. Provision of personal guarantees by our Executive Directors Our Executive Directors had provided personal guarantees in respect of our Groups obligations under a banking facility granted to our Group, details of which are set out below.
Largest amount outstanding during the Relevant Period (S$000)(1) 4,663

Financial institution/ Lender Malayan Banking Berhad

Note: (1)

Type of facilities Term Loan

Amount of facilities granted and guaranteed (S$000) 9,182

Facilities granted to EuroSports Auto

This is computed based on month-end balances.

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The interest rates for the aforesaid facility during the Relevant Period were between 5.3% and 6.3% per annum. As at the Latest Practicable Date, the above facility had been terminated and the guarantees provided by our Executive Directors had been discharged. Our Executive Directors charged a monthly fee at the rate of six per cent. (6.0%) per annum on the amount of the facility guaranteed for the provision of the personal guarantees. The payments of fees to our Executive Directors for the provision of personal guarantees have ceased since FY2012. Please refer to the section entitled Interested Person Transactions Present and On-going Interested Person Transactions Provision of personal guarantees by our Executive Directors of this Offer Document for further details. Accordingly, our Directors are of the view that the transactions were not carried out on an arms length basis and were not on normal commercial terms. Our Directors do not intend to charge such fees for the provision of personal guarantees after our listing on Catalist. Disposal of car registration numbers to our Executive Directors On 10 December 2012, our Group has disposed three (3) car registration numbers to our Executive Directors at an aggregate consideration of S$45,600. Our Directors are of the view that the aforesaid arrangements were not entered into on an arms length basis and were not based on normal commercial terms, as the disposal was based on the book value of these car registration numbers and not based on any market valuation. As at the Latest Practicable Date, all amounts due from our Executive Directors under the aforesaid transactions have been fully settled. We do not intend to enter into such transactions with our Executive Directors after our listing on Catalist. Transactions involving EC, ESE and/or JH Italia EC is a company incorporated in Malaysia, which is in the business of automobile trading in Malaysia. EC is currently the dealer of Lamborghini automobiles in Malaysia authorised by the Lamborghini Manufacturer. EC is held by entities or persons unrelated to the Directors, CEO or Controlling Shareholders. During the Relevant Period, EC appointed ESE to retail the Lamborghini automobiles imported into Malaysia. Melvin Goh has a direct interest in 65.0% of the share capital of ESE and is a director of ESE. In February 2011, EC ceased the appointment of ESE and appointed JH Italia to retail Lamborghini automobiles in Malaysia. Melvin Goh has an indirect interest in 30.0% of the share capital of JH Italia. ESE has become dormant since February 2011 and the shareholders of ESE intend to liquidate ESE in due course. We do not intend to enter into any transactions with ESE after our listing on Catalist. Based on the above, ESE and JH Italia were during the Relevant Period considered an interested person for the purposes of Chapter 9 of the Catalist Rules and transactions entered into between our Group and ESE or JH Italia constitute interested person transactions under Chapter 9 of the Catalist Rules. Melvin Goh has on 17 November 2013 disposed of his interest in JH Italia to Wang Yen Liang, an existing shareholder of JH Italia. Following the disposal of his shareholding interest in JH Italia by Melvin Goh, JH Italia will be held by entities or persons unrelated to the Directors, CEO or Controlling Shareholders, and will not be considered an interested person. Accordingly, the transactions between our Group and JH Italia will not constitute interested person transactions and will not be subject to the relevant guidelines as described in the section entitled Interested Person Transactions Review Procedures for Future Interested Person Transactions of this Offer Document and the relevant provisions under Chapter 9 of the Catalist Rules.

115

Sales of automobile parts and accessories and provision of ancillary handling services to ESE and JH Italia During the Relevant Period, we had sold automobile parts and accessories and had provided ancillary handling services to ESE and/or JH Italia, for which we charged a fee. Such fees were determined based on an agreed mark-up on the cost of the items. The aggregate value of the sales of automobile parts and accessories to ESE and/or JH Italia and the aggregate handling fees paid by ESE and/or JH Italia to our Group during the Relevant Period were as follows:
From 1 July 2013 to the Latest Practicable Date (S$000)

FY2011 (S$000) Sales of automobile parts and accessories Handling fees

FY2012 (S$000)

FY2013 (S$000)

1Q2014 (S$000)

181 16

193 15

77 46

3 8

The selling prices of automobile parts and accessories, and the handling fees were based on negotiations between the parties and no reference was made to any third party rates. Our Directors are of the view that the aforesaid transactions were not entered into on an arms length basis and were not on normal commercial terms. We may enter into such transactions with JH Italia after our listing on Catalist. Our Audit Committee will review such transactions with JH Italia, if any, at least half yearly. Funding support provided by our Group to EC We have been providing funding support to EC by making payment, for and on behalf of EC, of the cost of purchase of the ordered Lamborghini automobiles to the Lamborghini Manufacturer, for orders for Lamborghini automobiles placed by EC and any ancillary charges. We charged a fee for the provision of such funding support, which was largely determined based on an agreed mark-up, taking into account various commercial factors such as automobile models and specications, saleability and demand. Based on annual average rates over FY2011 FY2013, the fees charged by us for the provision of funding support to EC ranged between approximately four per cent (4.0%) and seven per cent (7.0%) of the costs of purchase of the ordered Lamborghini automobiles and ancillary charges relating thereto. EC had directed ESE or JH Italia to make such payments to EuroSports Auto. The aggregate amounts payable by EC (including costs of purchase and late payment interests) to our Group during the Relevant Period were as follows:
From 1 July 2013 to the Latest Practicable Date (S$000)

FY2011 (S$000) Amounts payable by EC (including costs of purchase and late payment interests)

FY2012 (S$000)

FY2013 (S$000)

1Q2014 (S$000)

990

8,035

15,294

528

4,914

Our Directors are of the view that the aforesaid arrangements were not entered into on an arms length basis and were not on normal commercial terms. The fee was based on negotiations between the parties and no reference was made to any third party rates. The fee payable by EC was determined based on commercial reasons, taking into account various factors such as the automobile models, demand and prot margin to be earned by EC from the sale of the automobiles. The aforesaid funding support arrangements have ceased as at the Latest Practicable Date and all amounts payable by EC will be fully settled prior to our listing on Catalist.

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Purchase of automobiles by our Group from JH Italia We had during the Relevant Period purchased automobile(s) from JH Italia. The aggregate values of the purchases of automobiles from JH Italia during the Relevant Period was as follows:
From 1 July 2013 to the Latest Practicable Date (S$000)

FY2011 (S$000) Purchase of automobiles from JH Italia

FY2012 (S$000)

FY2013 (S$000)

1Q2014 (S$000)

165

1,166

We purchased the automobiles from JH Italia at cost. Accordingly, our Directors are of the view that the aforesaid transactions were not entered into on an arms length basis and were not on normal commercial terms, but were not prejudicial to the interests of our Group. We may enter into such transactions with JH Italia after our listing on Catalist. Our Audit Committee will review such transactions with JH Italia, if any, at least half yearly. Lease of automobile to ESE Our Group had during the Relevant Period leased one (1) unit of Alfa Romeo automobile to ESE, who had, in turn, leased the automobile to a Malaysian individual. The aggregate rental payments made by ESE to our Group during the Relevant Period were as follows:
From 1 July 2013 to the Latest Practicable Date (S$000)

FY2011 (S$000) Rental payments made by ESE 48

FY2012 (S$000) 22

FY2013 (S$000)

1Q2014 (S$000)

Our Directors are of the view that this transaction was entered into on an arms length basis and was based on normal commercial terms, as the rental was based on market rates. The lease arrangement has since expired. We do not intend to enter into any transactions with ESE after our listing on Catalist. Transactions involving PT EuroSport PT EuroSport is a company incorporated in Indonesia, which is in the business of automobile trading in Indonesia. PT EuroSport is the dealer of Lamborghini automobiles in Indonesia authorised by the Lamborghini Manufacturer. Melvin Goh has an indirect interest in 40.0% of the share capital of PT EuroSport. Accordingly, PT EuroSport was, during the Relevant Period, considered an interested person for the purposes of Chapter 9 of the Catalist Rules and transactions entered into between our Group and PT EuroSport constitute interested person transactions under Chapter 9 of the Catalist Rules. Melvin Goh has on 2 December 2013 entered into a sale and purchase agreement to dispose of his interest in PT EuroSport to View Good Enterprise Ltd (a British Virgin Islands company owned collectively by Jake Pison Hawila, an existing shareholder of PT EuroSport, and Jacky Prasetyo Lie in equal shares). Melvin Goh will procure that PT EuroSport commences the name change and ceases to use the mark EuroSport following the disposal of his shareholding interest in PT EuroSport. We understand that PT EuroSport is required to reserve the proposed new company name and hold a general meeting of shareholders to approve the name change, which will be followed by approvals from the Indonesian Investment Coordinating Board and the Indonesian Ministry of Law and Human Rights. The entire name change process typically takes around 2 to 3 months.

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Following the disposal of his shareholding interest in PT EuroSport by Melvin Goh, PT EuroSport will be held by entities or persons unrelated to the Directors, CEO or Controlling Shareholders and will not be considered an interested person. Accordingly, the transactions below between our Group and PT EuroSport will not constitute interested person transactions and will not be subject to the relevant guidelines as described in the section entitled Interested Person Transactions Review Procedures for Future Interested Person Transactions of this Offer Document and the relevant provisions under Chapter 9 of the Catalist Rules. Sales of automobile parts and accessories and provision of ancillary handling services to PT EuroSport During the Relevant Period, we had sold automobile parts and accessories and had provided ancillary handling services to PT EuroSport, for which we charged a fee. Such fees were determined based on an agreed mark up on the cost of the items. The aggregate value of the sale of automobile parts and accessories to PT EuroSport and the aggregate handling fees paid by PT EuroSport to our Group during the Relevant Period were as follows:
From 1 July 2013 to the Latest Practicable Date (S$000)

FY2011 (S$000) Sales of automobile parts and accessories Handling fees

Note: (1) Amount is less than S$1,000.

FY2012 (S$000)

FY2013 (S$000)

1Q2014 (S$000)

(1) 15

24 22

5 45

76

The selling prices of automobile parts and accessories, and the handling fees were based on negotiations between the parties and no reference was made to any third party rates. Our Directors are of the view that the aforesaid transactions were not entered into on an arms length basis and were not on normal commercial terms. We may enter into such transactions with PT EuroSport after our listing on Catalist. Our Audit Committee will review such transactions with PT EuroSport, if any, at least half yearly. Funding support provided by our Group to PT EuroSport We have been providing funding support to PT EuroSport by making payment, for and on behalf of PT EuroSport, of mainly the cost of purchase of the ordered Lamborghini automobiles to the Lamborghini Manufacturer, for orders for Lamborghini automobiles placed by PT EuroSport and any ancillary charges. Similarly, we charged a fee for the provision of such funding support, which was largely determined based on an agreed mark-up, taking into account various commercial factors such as automobile models and specications, saleability and demand. Based on annual average rates over FY2011 FY2013, the fees charged by us for the provision of funding support to PT EuroSport ranged between approximately seven per cent (7.0%) and 10.0% of the costs of purchase of the ordered Lamborghini automobiles and ancillary charges relating thereto. The aggregate amounts payable by PT EuroSport (including costs of purchase) to our Group during the Relevant Period were as follows:
From 1 July 2013 to the Latest Practicable Date (S$000)

FY2011 (S$000) Amounts payable by PT EuroSport (including costs of purchase)

FY2012 (S$000)

FY2013 (S$000)

1Q2014 (S$000)

68

2,945

13,162

3,935

12,200

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Our Directors are of the view that the aforesaid transactions were not entered into on an arms length basis and were not on normal commercial terms. The fee was based on negotiations between the parties and no reference was made to any third party rates. The fee payable by PT EuroSport was determined based on commercial reasons, taking into account various factors such as the automobile models, demand and prot margin to be earned by PT EuroSport from the sale of the automobiles. The aforesaid funding support arrangements have ceased as at the Latest Practicable Date and all amounts payable by PT EuroSport will be fully settled prior to our listing on Catalist. Guarantees provided by our Executive Directors in respect of the obligations of EuroSports Auto owed to the Lotus Manufacturer pursuant to the Lotus Agreement Each of our Executive Directors, Melvin Goh and Andy Goh, had given a continuing joint and several guarantee for, inter alia, the payment to the Lotus Manufacturer by EuroSports Auto of all monies falling due for payment under the Lotus Agreement and the performance by EuroSports Auto of all obligations arising under the Lotus Agreement. The amounts guaranteed during the Relevant Period were not material as all purchases of automobiles from the Lotus Manufacturer were conducted on a cash on delivery basis. The Lotus dealership had expired as of 31 March 2013 and was not renewed by the parties. There were no fees paid to Melvin Goh and Andy Goh for providing the continuing guarantee. Accordingly, our Directors are of the view that this transaction is not carried out on an arms length basis and is not on normal commercial terms, but is not prejudicial to the interests of our Group. Provision of undertaking by Melvin Goh in respect of the call option relating to E Collezione We have on 17 January 2013 entered into the call option agreement relating to E Collezione with the shareholders of E Collezione, pursuant to which we were granted an option to acquire 70.0% of the issued and paid-up share capital of E Collezione. In connection with the call option agreement, Melvin Goh has undertaken to the shareholders of E Collezione that in the event we do not exercise the call option by the expiry of the stipulated option period, he will pay to the shareholders of E Collezione a compensation. Nevertheless, we have decided not to exercise the call option, which lapsed as of 30 June 2013. The shareholders of E Collezione have since refunded to us the deposit which was previously paid pursuant the call option agreement. No compensation was paid by Melvin Goh pursuant to such undertaking. Our Directors are of the view that the aforesaid arrangement was not entered into on an arms length basis and was not based on normal commercial terms, as no fee was paid or payable to Melvin Goh for the provision of such undertaking. PRESENT AND ON-GOING INTERESTED PERSON TRANSACTIONS Guarantees provided by our Executive Director and Deputy CEO, Andy Goh, in respect of the obligations of EuroAutomobile owed to the Alfa Romeo Manufacturer pursuant to the Alfa Romeo Agreement Our Executive Director and Deputy CEO, Andy Goh, has given a personal continuing guarantee for, inter alia, the performance by EuroAutomobile of all obligations arising under the Alfa Romeo Agreement. The largest aggregate amount guaranteed was less than 30,000 during the Relevant Period. There were no fees paid to Andy Goh for providing the continuing guarantee. Accordingly, our Directors are of the view that this transaction is not carried out on an arms length basis and is not on normal commercial terms, but is not prejudicial to the interests of our Group.

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Provision of personal guarantees by our Executive Directors As at the Latest Practicable Date, our Executive Directors, Melvin Goh and Andy Goh, have provided personal guarantees in respect of our Groups obligations under certain banking and trade facilities granted to our Group, details of which are set out below.
Largest amount outstanding based on month-end balances during the Relevant Period (S$000) 23,783

Financial institution / Lender United Overseas Bank Limited

Type of facilities Trade facilities, consisting of letters of credit, trust receipts and foreign exchange transactions or contracts and performance guarantee Dealers stock facility

Amount of facilities granted and guaranteed (S$000) 25,461

Amount outstanding as at the Latest Practicable Date (S$000) 20,443

8,000 4,000

3,952 1,900

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The Bank of East Asia

Floor stock facility and invoice nancing facility Overdraft, term loan, letters of credit, trust receipts, draft loans (purchaser), shipping guarantee/airway bills and foreign exchange Floor stock facility

Oversea-Chinese Banking Corporation Limited

9,000

3,679

2,681

2,000 10,000

1,996 4,028

913 3,940

Malayan Banking Berhad

Blanket hire purchase facility and oor stocking facility Working capital line including letter of credit, shipping guarantee and import documents Working capital line including letter of credit, shipping guarantee, invoice nancing and import duties nancing

Hong Leong Finance Limited

2,500

1,625

Hong Leong Finance Limited

3,000

1,148

The interest rates for the aforesaid facilities during the Relevant Period were between approximately 1.3% and 7.3% per annum. Our Executive Directors charged a monthly fee at the rate of six per cent. (6.0%) per annum on the amount of the respective facilities guaranteed for the provision of the personal guarantees. Accordingly, our Directors are of the view that the transactions are not carried out on arms length basis and are not on normal commercial terms.

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The aggregate amounts of fees paid by our Group to our Executive Directors in connection with the provision of personal guarantees during the Relevant Period were as follows:
From 1 July 2013 to the Latest Practicable Date (S$000)

FY2011 (S$000) Fees for provision of personal guarantees

FY2012 (S$000)

FY2013 (S$000)

1Q2014 (S$000)

134

The payments of fees to our Executive Directors for the provision of personal guarantees have ceased since FY2012. We do not intend to enter into such transactions with our Executive Directors after our listing on Catalist. In addition, we have been granted hire purchase facilities by various nancial institutions in respect of purchase of automobiles. As at the Latest Practicable Date, details of our hire purchase facilities were as follows:
Largest amount outstanding based on month-end balances during the Relevant Period (S$000) 703 879 2,261 1,098 923 268

Financial institution / Lender United Overseas Bank Limited Hong Leong Finance Limited Malayan Banking Berhad Sing Investment Limited Singapura Finance Limited Others

Amount outstanding as at the Latest Practicable Date (S$000) 382

During the Relevant Period, there is no guarantor fee paid to our Executive Directors for the provision of personal guarantees in respect of such hire purchase facilities. Accordingly, our Directors are of the view that the transactions are not carried out on arms length basis and are not on normal commercial terms. During the Relevant Period, the largest amount guaranteed by our Executive Directors amounted to an aggregate of S$38.11 million, of which S$33.98 million comprises the largest amount guaranteed by our Executive Directors in respect of bank facilities and trade nancing, and S$4.13 million comprises the largest amount guaranteed by our Executive Directors in respect of hire purchase facilities. Upon the listing of our Company on the Catalist, we intend to request for a discharge of the guarantees provided to the aforesaid nancial institutions and replace them with corporate guarantees provided by our Group. Our Directors do not expect any material change in the terms and conditions of the relevant credit facilities arising from the discharge of the personal guarantees. Should any of the nancial institutions disagree with the release and we fail to secure alternative facilities on terms similar to those applicable to our existing facilities, our Executive Directors have undertaken to continue the provision of personal guarantees. Indemnity provided by our Executive Directors in respect of the automobiles ordered from GTA Spain We have entered into a heads of agreement with GTA Spain on 22 September 2012, details of which are set out in the section entitled General Information on Our Group Our Distributorship and Dealership Arrangements New Automobile Distributorship with GTA Spain of this Offer Document. We had, pursuant to the heads of agreement, made a deposit payment of 1.20 million (equivalent to approximately S$1.90 million) to GTA Spain for ve (5) units of GTA Spano.

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Our Executive Directors, namely Melvin Goh and Andy Goh, have on 18 November 2013 executed a deed of indemnity in favour of our Group, pursuant to which Melvin Goh and Andy Goh have undertaken, inter alia, that they will pay to our Group, on a joint and several basis, all deposits and monies paid by our Group to GTA Spain in connection with the GTA automobiles remaining undelivered, in the event of the following: (a) GTA Spain failing to deliver the ordered GTA automobiles by 31 March 2015 and failing to refund the deposits and all monies paid by our Group to GTA Spain in connection therewith, in full, to the Group; or the winding up, dissolution, insolvency, bankruptcy or judicial management of GTA Spain or any equivalent or analogous proceedings under any applicable law of jurisdiction,

(b)

whichever is earlier. Our Directors are of the view that the aforesaid arrangement was not entered into on an arms length basis and was not based on normal commercial terms, as no fee was paid or payable to Melvin Goh and Andy Goh for the provision of such indemnity. REVIEW PROCEDURES FOR FUTURE INTERESTED PERSON TRANSACTIONS All future interested person transactions will be properly documented and submitted to our Audit Committee for periodic review to ensure that they are carried out on an arms length basis, on normal commercial terms and will not be prejudicial to the interests of our minority Shareholders. Our Audit Committee will adopt the following procedures when reviewing interested person transactions. In relation to any purchase of products or procurement of services from interested persons, successful quotes from at least two (2) unrelated third parties in respect of the same or substantially the same type of transactions will be used as a comparison wherever possible. The purchase price or procurement price shall not be higher than the most competitive price of the two (2) comparative prices from the two (2) unrelated third parties. Our Audit Committee will review the comparables, taking into account, the suitability, quality and cost of the product or service, and the experience and expertise of the supplier. In relation to any sale of products or provision of services to interested persons, the price and terms of two (2) other completed transactions of the same or substantially the same type of transactions to unrelated third parties are to be used as comparison wherever possible. The interested persons shall not be charged at rates lower than that charged to the unrelated third parties. When renting properties from or to an interested person, our Audit Committee shall take appropriate steps to ensure that such rent is commensurate with the prevailing market rates, including adopting measures such as making relevant enquiries with landlords of similar properties and obtaining suitable reports or reviews published by property agents (as necessary), including independent valuation report by property valuer, where appropriate. The rent payable shall be based on the most competitive market rental rate of similar properties in terms of size and location, based on the results of the relevant enquiries. All interested person transactions above S$100,000 are to be approved by a member of our Audit Committee, who shall not be an interested person in respect of the particular transaction. All interested person transactions below S$100,000 are to be approved by our CFO or such other senior executive(s) of our Company designated by our Audit Committee from time to time for such purpose. Any contracts to be made with an interested person shall not be approved unless the pricing is determined in accordance with our usual business practices and policies, consistent with the usual margin given or price received by us for the same or substantially similar type of transactions between us and unrelated parties and the terms are no more favourable than those extended to or received from unrelated parties.

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In addition, we shall monitor all interested person transactions entered into by us by categorising the transactions as follows: (a) a category one interested person transaction is one where the value thereof is equal to or in excess of three per cent. (3.0%) of the NTA of our Group; and a category two interested person transaction is one where the value thereof is below three per cent. (3.0%) of the NTA of our Group.

(b)

Category one interested person transactions must be approved by our Audit Committee prior to entry. Category two interested person transactions need not be approved by our Audit Committee prior to entry but shall be reviewed on a quarterly basis by our Audit Committee. In the event that it is not possible for appropriate information (for comparative purposes) to be obtained, our Audit Committee will determine whether the price, fees and/or the other terms offered by or to the interested persons are fair and reasonable, and approve such interested person transaction. In so determining, our Audit Committee will consider whether the price, fees and/or other terms is in accordance with usual business practices and pricing policies and consistent with the usual margins and/or terms to be obtained for the same or substantially similar types of transactions to determine whether the relevant transaction is undertaken at an arms length basis and on normal commercial terms. In the event that a member of our Audit Committee is interested in any interested person transaction, he will abstain from deliberating, reviewing and/or approving that particular transaction. We shall maintain a register to record all interested person transactions which are entered into by our Group, including any quotations obtained from unrelated parties to support the terms of the interested person transactions. We shall also incorporate into our internal audit plan a review of all interested person transactions entered into by our Group. Our Audit Committee will review all interested person transactions, if any, at least quarterly to ensure that they are carried out on an arms length basis and normal commercial terms, are not prejudicial to the interests of our Group and/or minority Shareholders and in accordance with the procedures set out above and that prevailing rules and regulations of the SGX-ST (in particular, Chapter 9 of the Catalist Rules) are complied with. It will take into account all relevant non-quantitative factors. In the event that such interested person transactions require the approval of our Board of Directors and our Audit Committee, relevant information will be submitted to our Board of Directors and our Audit Committee for review. In the event that such interested person transactions require the approval of our Shareholders, additional information may be required to be presented to Shareholders and an independent nancial adviser may be appointed for an opinion. Further, if during these periodic reviews, our Audit Committee believes that the guidelines and procedures set out above are not sufcient to ensure that interests of minority Shareholders are not prejudiced, we will adopt new guidelines and procedures. Our Audit Committee may request for an independent nancial advisers opinion as it deems t. We shall ensure that all interested person transactions comply with the provisions in Chapter 9 of the Catalist Rules, and if required, we will seek independent Shareholders approval for such transactions. In accordance with Rule 919 of the Catalist Rules, interested persons and their associates shall abstain from voting on resolutions approving interested person transactions involving themselves and our Group. In addition, such interested persons shall not act as proxies in relation to such resolutions unless voting instructions have been given by the Shareholder(s). Our Board will ensure that all disclosure, approval and other requirements on interested person transactions, including those required by prevailing legislation, the Catalist Rules and accounting standards, are complied with.

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POTENTIAL CONFLICTS OF INTEREST

All our Directors have a duty to disclose their interests in respect of any transaction in which they have any personal material interest or any actual or potential conicts of interest (including a conict that arises from their directorship or employment or personal investment in any corporation). Upon such disclosure, such Directors will not participate in any proceedings of the Board and shall abstain from voting in respect of any such transaction where the conict arises. Each of our Executive Directors, Melvin Goh and Andy Goh, is or was interested or holds or held directorships in certain entities as described below. (a) Melvin Goh has a direct interest in 65.0% of the share capital of ESE and is a director of ESE. ESE is currently dormant and the shareholders of ESE intend to liquidate ESE in due course. Melvin Goh and Andy Goh are shareholders and directors of Gay Hin Enterprise. Gay Hin Enterprise is currently dormant, and Melvin Goh and Andy Goh are in the process of procuring the shareholders consent to liquidate Gay Hin Enterprise.

(b)

For the reasons stated above and the undertakings contained in the Service Agreements of Melvin Goh and Andy Goh described in further detail below, we are of the view that there is no potential conict of interests. Pursuant to the Service Agreements for Melvin Goh and Andy Goh, details of which are set out in the section entitled Directors, Executive Ofcers and Employees Service Agreements of this Offer Document, each of them had undertaken to our Company that, save with the express consent of our Company: (a) he will not, and will procure that his associates will not, either on his or his associates account or in conjunction with or on behalf of any person, rm or company carry on or be engaged, concerned or interested directly or indirectly in, within any country in which our Group carries on business, whether as shareholder, director, employee, partner, agent or otherwise, any business in competition with the business of our Group carried on prior to the date he ceases to be an employee of our Company (other than as a holder of not more than ve per cent. (5.0%) of the total issued shares or debentures of any company listed on any recognised stock exchange provided that he does not or shall not participate in or is otherwise involved in the management of such company); he will not, and will procure that his associates will not, either on his or his associates account or in conjunction with or on behalf of any other person, rm or company, solicit or entice away or attempt to solicit or entice away from our Group the supplier, customer, client, agent or correspondent of our Group or in the habit of dealing with our Group of any person, rm, company or organisation who shall at any time prior to the date he ceases to be an employee of our Company have been a supplier, customer, client, agent or correspondent of our Group or in the habit of dealing with our Group; he will not, and will procure that his associates will not, either on his or his associates account or in conjunction with or through or on behalf of any other person, rm or company, solicit or entice away or attempt to solicit or entice away from our Group any person who is an ofcer, manager or employee of our Group whether or not such person would commit a breach of his contract of employment by reason of leaving such employment; he will not, and will procure that his associates will not, be interested in: (i) any business or asset in which any member of our Group was during the initial term of three (3) years considering to acquire, turn to account, develop or invest, unless our Group shall have decided against such acquisition, turning to account, development or investment or invited him or his associates in writing to participate in, or consented to in writing to him or his associates acquisition, turning to account or development of or investment in, such business or asset; or 124

(b)

(c)

(d)

(ii)

any asset of any member of our Group, unless such asset is offered by the relevant member of our Group for sale to, turning to account or development by third parties;

(e)

he will not, and will procure that his associates will not, at any time hereafter make use of or disclose or divulge to any third party any condential information other than in accordance with the Service Agreement; and he will not, and will procure that his associates will not, at any time hereafter in relation to any trade, business or company use a name in such a way as to be capable of being or likely to be confused with the name of our Company and shall use all reasonable endeavours to procure that no such name shall be used by any person, rm or company with which he or his associates are connected.

(f)

The undertakings above will take effect on the date of listing of our Company on the SGX-ST and shall terminate upon the happening of any of the following events: (i) Melvin Goh and Andy Goh and their associates ceasing to be any of the following: (A) a controlling shareholder of our Company; and (B) an executive ofcer, chief executive ofcer or director of our Company; or subsequent to the listing of our Company on the SGX-ST, the shares of our Company ceasing to be listed and traded on the SGX-ST,

(ii)

whichever is earlier. Save as disclosed in the sections entitled Restructuring Exercise and Interested Person Transactions of this Offer Document: (a) none of our Directors, Executive Ofcers, Controlling Shareholders or any of their associates has or has had any interest direct or indirect, in any material transactions to which our Company or our subsidiary was or is a party; none of our Directors, Executive Ofcers, Controlling Shareholders or any of their associates has or has had any interest, direct or indirect, in any company carrying on the same business or a similar trade which competed or competes materially and directly with the existing businesses of our Group; none of our Directors, Executive Ofcers, Controlling Shareholders or any of their associates has or has had any interest, direct or indirect, in any company that was or is our customer or supplier of goods and services; and none of our Directors, Executive Ofcers, Controlling Shareholders or any of their associates has or has had any interest in any existing contract or arrangement which was or is signicant in relation to the business of our Group.

(b)

(c)

(d)

Interests of Experts Save as disclosed in the sections entitled Restructuring Exercise and Interested Person Transactions of this Offer Document, no expert is interested, directly or indirectly, in the promotion of, or in any property or assets which have, within the two (2) years preceding the date of this Offer Document, been acquired or disposed of by or leased to our Company or any of our subsidiaries or are proposed to be acquired or disposed of by or leased to our Company or any of our subsidiaries. None of the experts named in this Offer Document: (a) (b) is employed on a contingent basis by our Company or any of our subsidiaries; has a material interest, whether direct or indirect, in the shares of our Company or our subsidiaries; or

125

(c)

has a material economic interest, whether direct or indirect, in our Company, including an interest in the success of the Invitation.

Interests of Sponsor and the Underwriter and Placement Agent In the reasonable opinion of our Directors, save as disclosed below and in the section entitled General and Statutory Information Management, Underwriting and Placement Arrangements of this Offer Document, our Company does not have any material relationship with the Sponsor and the Underwriter and Placement Agent: (a) (b) (c) CIMB is the Sponsor of the Invitation; CIMB Securities is the Underwriter and Placement Agent of the Invitation; and CIMB will be the continuing Sponsor of our Company for an initial period of three (3) years from the date our Company is admitted and listed on Catalist.

126

DIRECTORS, EXECUTIVE OFFICERS AND EMPLOYEES

MANAGEMENT REPORTING STRUCTURE

The following chart shows our management reporting structure as at the Latest Practicable Date.

Board of Directors

CEO Melvin Goh

Deputy CEO Andy Goh

127
Director (Techncal Support) Eyu Soon Fatt

CFO Siu Yeung Sau

COO Dennis Yang Yung Kang

Financial Controller Jamie Nguyen Ha Lan

Director (Marketing & Communications) Carolyn Ann Theng May Lin

Director (Brand) Chong Khim Cheng

DIRECTORS Our Board of Directors is entrusted with the responsibility for the overall management of our Group. Our Directors particulars are listed below:
Name Melvin Goh Age 57 Address 30 Teban Gardens Crescent Singapore 608927 30 Teban Gardens Crescent Singapore 608927 40 Springleaf Crescent Springleaf Garden Singapore 788354 1 North Bridge Road #16-08 High Street Centre Singapore 179094 6 Pandan Valley #09-603 Singapore 597630 Occupation Executive Chairman and CEO Executive Director and Deputy CEO Directorships

Andy Goh

53

Ng Tiak Soon

64

Tan Siok Sing (also known as Calvin Tan Siok Sing)

59

Managing Director of Ironman Minerals & Ores Pte. Ltd. Consultant

Lim Kim Quee

63

Information on the business and working experience of our Directors are set out below: Melvin Goh is our Executive Chairman and CEO. He is responsible for our Groups overall management, formulating our Groups strategic focus and direction, developing and maintaining relationships with our suppliers and customers as well as overseeing our Groups general operations. He is one of our co-founders and has been the executive director of our Group since the establishment of EuroSports Auto in 1998. Prior to the establishment of EuroSports Auto, he was already engaged in the automobile industry, working as the managing director in Gay Hin Enterprise, the family-owned business of preowned automobile sales. He has substantial senior management experience and more than 30 years of experience and industry knowledge of the automobile industry. Over the years, he has been instrumental in the expansion of our Groups operations and constantly looking for investment opportunities to grow our Groups business. Andy Goh is our Executive Director and Deputy CEO. He assists our CEO in all matters in relation to our Groups general management and administration. He is the other co-founder of our Group and has been the executive director of our Group since the establishment of EuroSports Auto in 1998. Prior to the establishment of EuroSports Auto, he was already engaged in the automobile industry, working as the executive director in Gay Hin Enterprise, the family-owned business of pre-owned automobile sales. He has more than 28 years of experience and industry knowledge of the automobile industry. Over the years, he has been instrumental in the expansion of our Groups operations and constantly looking for investment opportunities to grow our Groups business. Ng Tiak Soon was appointed as our Lead Independent Director on 29 Novemebr 2013. He has more than 30 years of experience in the audit, commercial and industrial sectors. He retired as a senior partner from Ernst & Young LLP in June 2005. During his employment with Ernst & Young LLP, he held various positions which include head of banking, head of an audit group, partner in-charge of audit quality review and chief nancial ofcer. He is a non-practicing member of the Institute of Singapore Chartered Accountants (formerly the Institute of Certied Public Accountants of Singapore), a member of the Association of Chartered Certied Accountants, United Kingdom as well as a member of the Singapore Institute of Directors. He is currently a director of three (3) companies listed on the SGX-ST, namely Cordlife Group Limited, St. James Holdings Limited and 800 Super Holdings Limited.

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Tan Siok Sing (Calvin) was appointed as our Independent Director on 29 November 2013. He has more than 18 years of experience in the nancial industry. He started his career in July 1980 with City Developments Limited, a property development company, as a project and marketing trainee. Thereafter, he went to The University of Tennessee, USA and graduated with a Masters in Business Administration in 1984. In October 1985, he joined the then Tsang and Ong Stockbrokers Pte Ltd (later restructured as Sun Yuan Holdings Pte Ltd) as its executive director and was responsible for establishing in-house training courses for dealers and remisiers, supervising the research department, and providing advisory work in merger and acquisition transactions, initial public offerings and corporate nance related works to various clients and business entities. Subsequently in November 2003, he joined Ei-Nets Ltd (subsequently known as E3 Holdings Ltd), an information technologies company then listed on the SGXST, as its executive director for two (2) years and was responsible for the companys corporate nance development and licensing of patented information technology in PRC. From November 2005 to August 2008, he was an executive director of Regalindo Resources Pte Ltd, an energy resources and minerals trading company, and spearheaded the trading of Indonesian coal and minerals in the southern PRCs regional market. Since August 2008, he has been the managing director of Ironman Minerals & Ores Pte Ltd, an energy resources and minerals trading company, and he is responsible for the sourcing and trading of coal and minerals in Indonesia to PRC regional market. He is currently a director of four (4) companies listed on the SGX-ST, namely Changtian Plastic & Chemical Limited, Li Heng Chemical Fibre Technologies Limited, Dukang Distillers Holdings Limited and QingMei Group Holdings Limited. Lim Kim Quee was appointed as our Independent Director on 29 November 2013. He has more than 30 years of experience in the corporate banking industry. He started his career in DBS Group as a project analyst. Since then, he had held various positions in DBS Group, including vice president of corporate banking division, general manager of New York Agency, general manager of the Tokyo branch, the managing director of international department and the CEO of DBS Bank Philippines Inc.. He left DBS Group and retired as the managing director of corporate credit division in December 2008. He was a director of two (2) companies listed on the SGX-ST, namely Engro Corporation Limited and NatSteel Ltd (now known as NSL Ltd.). He obtained a Bachelor of Social Science (Honours) from the National University of Singapore in 1976. Our Executive Chairman and CEO, Melvin Goh, and our Executive Director and Deputy CEO, Andy Goh, are siblings. Save as disclosed, none of our Directors has any familial relationship with another Director or any Substantial Shareholder or any Executive Ofcer of our Company. Pursuant to Rule 406(3)(a) of the Catalist Rules, all of our Independent Directors have prior experience as directors of public listed companies in Singapore. Melvin Goh and Andy Goh have attended the relevant seminars conducted by the Singapore Institute of Directors to familiarise themselves with the rules and responsibilities of a director of a public listed company in Singapore.

129

The list of present and past directorships of each Director over the last ve (5) years up to the Latest Practicable Date, excluding that held in our Company, is set out below:
Name Melvin Goh Present directorships Group Companies EuroSports Auto EuroAutomobile GTA Singapore deLaCour Singapore Other Companies Gay Hin Enterprise ES Evolution Sdn. Bhd. Past directorships Group Companies Nil

Other Companies EuroM Automotive Pte. Ltd. Multigo Realty Investments (S) Pte Ltd X-Motors Pte. Ltd. Group Companies Nil

Andy Goh

Group Companies EuroSports Auto EuroAutomobile Other Companies Gay Hin Enterprise Poligo Development (S) Pte Ltd

Other Companies Multigo Realty Investments (S) Pte Ltd

Ng Tiak Soon

Group Companies Nil Other Companies Cordlife Group Limited St. James Holdings Limited 800 Super Holdings Limited P J Consultants Pte Limited Jurong Health Fund

Group Companies Nil Other Companies Kinergy Ltd. Wanxiang International Limited

Tan Siok Sing

Group Companies Nil Other Companies Changtian Plastic & Chemical Limited Dukang Distillers Holdings Limited Li Heng Chemical Fibre Technologies Limited QingMei Group Holdings Limited Ironman International Inc. Ironman Minerals & Ores Pte. Ltd. Shong Sing Pte. Ltd. The Living Book Schoolhouse Pte. Ltd. The Living Book (AMK) Pte. Ltd.

Group Companies Nil Other Companies Centraland Limited Centurion Resources Pte. Ltd. Goldenray Consortium (S) Pte. Ltd. Regalindo Logistics Pte. Ltd. Regalindo Mines Pte. Ltd.

Lim Kim Quee

Group Companies Nil Other Companies Nil

Group Companies Nil Other Companies Nil

None of our Independent Directors sits on the board of any of our subsidiaries. None of the other entities in our Group is based in a jurisdiction other than Singapore. 130

EXECUTIVE OFFICERS The particulars of our Executive Ofcers are set out below:
Name Siu Yeung Sau Age 40 Address 30 Teban Gardens Crescent Singapore 608927 30 Teban Gardens Crescent Singapore 608927 30 Teban Gardens Crescent Singapore 608927 30 Teban Gardens Crescent Singapore 608927 30 Teban Gardens Crescent Singapore 608927 30 Teban Gardens Crescent Singapore 608927 Position CFO

Dennis Yang Yung Kang

62

COO

Chong Khim Cheng

41

Director (Brand)

Carolyn Ann Theng May Lin

41

Director (Marketing & Communications) Director (Technical Support) Financial Controller

Eyu Soon Fatt

45

Jamie Nguyen Ha Lan

41

Information on the business and working experience of our Executive Ofcers are set out below: Siu Yeung Sau joined our Group in July 2012 as our nancial consultant, performing the role of acting CFO and is currently our CFO. He is responsible for the overall nancial management, accounting and management reporting as well as all nancial operations of our Group. He has more than 10 years of experience in the accounting and nance elds. In July 1997, he started his career at KPMG Services Pte. Ltd. (KPMG) in audit and was an audit senior prior to leaving KPMG in December 1999. Between January 2000 and April 2002, he worked as an assistant audit manager with PricewaterhouseCoopers LLP. Subsequently in March 2003, he entered the commercial world as a regional internal audit manager of Diethelm Keller Siber Hegner, a global market expansion services provider and he was tasked mainly to manage the internal audit, internal control and risk management matters of the company. In January 2005, he joined Pokka Corporation (Singapore) Private Limited, which was then a company listed on the Main Board of the SGX-ST, as an internal audit manager and he left in April 2008 as the group nancial controller. Between 2008 and 2009, he worked as the chief nancial ofcer of Sisulan Apparel (China) Co Ltd. In 2010, he was appointed to the role of the chief nancial ofcer of the SGX-ST Catalistlisted Westech Electronics Limited (now known as WE Holdings Ltd.). He was subsequently hired by Commonwealth Travel Service Corporation Pte Ltd to work as the group nancial controller. Throughout his tenure of employment, he has had the opportunities to work with various professional parties in connection with listing and initial public offerings and had familiarised himself with the work scope of a chief nancial ofcer of a listed company. He holds a Bachelors degree in Accountancy from Nanyang Technological University of Singapore and a Masters in Business Administration from California State University, East Bay. He has also been certied by the Institute of Singapore Chartered Accountants (formerly the Institute of Certied Public Accountants of Singapore) as Chartered Accountant of Singapore since 2002. Dennis Yang Yung Kang joined our Group in August 2012 as our COO. He is responsible for the strategic planning for business expansion of our Group and overseeing corporate compliance in operational matters for our Group. He has more than 35 years of relevant experience and in-depth expertise in the automobile industry. In 1976, he started his career with the Cycle & Carriage group of companies (Cycle & Carriage) as an assembly plant supervisor and was a sales executive prior to leaving Cycle & Carriage in 1979. Between 1979 and 1993, he served as the general sales manager of Performance Motors Limited, where he was responsible for the sales and management of the BMW brand of automobiles. Subsequently, he worked as the managing director in the Eurokars group of companies from 1993 to 2003 and he was responsible for the strategic planning for business expansion

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in Singapore and within the region. He has also worked as the managing director in YLL Automotive Group Private Limited from 2004 to 2005, where he was responsible mainly for securing and establishing the Audi brand in East Malaysia. Prior to joining our Group, he worked as the vice president of the Komoco group of companies from 2006 to 2012, where he was responsible mainly for the automotive business. Chong Khim Cheng joined our Group in April 1999 as customer service manager (sales) and is currently our Director (Brand). He is responsible for overseeing the overall brand management of Lamborghini and Pagani. Since joining our Group, he has held several management positions in our subsidiary, EuroSports Auto, primarily responsible for the sales and marketing functions and brand management of our new automobile distribution business. He has 13 years of experience in ultra-luxury automobiles and luxury automobile sales. He obtained the High School Diploma from Columbia College (Canada) in 1989. Carolyn Ann Theng May Lin joined our Group in May 2007 as our Director (Marketing and Communications). She is primarily responsible for the management of marketing and communications activities related to all our automobile brands in our portfolio of automobiles. From June 1992 to June 1996, she worked in Cityneon Displays Pte Ltd, a full-service public relations and marketing rm, working as the assistant marketing manager and assistant project manager respectively. Subsequently, she joined another public relations and marketing rm, FLEx Integrated Marketing Pte Ltd as the assistant vice president from June 1997 to April 2007. She has 20 years of relevant experience in the eld of marketing and communications. She holds a Diploma in Environment Engineering from Ngee Ann Polytechnic Singapore. Eyu Soon Fatt joined our Group in March 1999 as a service centre supervisor and is currently our Director (Technical Support). He is primarily responsible for overseeing the technical and after-sales services operations and handling technical, warranty and homologation issues. He worked as a service centre supervisor in M1 Motors Works Sdn Bhd from February 1987 to February 1993. He subsequently worked as a senior technician in Performance Motor Pte Ltd, from March 1993 to March 1996, and in Stuttgart Auto Pte Ltd, from May 1996 to January 1999, and he was responsible mainly for handling the technical and services issues related to luxury automobiles. He has 25 years of operational experience in the technical and services aspects related to automobiles and automobile related products. Jamie Nguyen Ha Lan joined our Group in July 2007 and is currently our Financial Controller. She is responsible for overseeing the day to day accounting and all nancial operations of our Group. She started her career working as a management accountant for Kim Ngan Ha Co., Ltd, a Singaporeancontrolled Vietnamese company, from January 1995 to December 2000. From August 2004 to September 2005, she was an accounts executive with The Stanseld Group Pte Ltd where she was responsible for preparation of nancial statements and management reporting. Prior to joining our Group, she was the accounting ofcer for Showa Denko HD (S) Pte Ltd from September 2006 to July 2007, where she was involved in preparation of nancial statements and budgets. She has more than 17 years of experience in the eld of accounting and nance. She holds a Bachelor Degree in Economics (Majoring in Accounting) from Hanoi University of Finance and Accounting (now known as Academy of Finance).

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The list of present and past directorships of each Executive Ofcer over the last ve (5) years up to the Latest Practicable Date, excluding that held in our Company, is set out below:
Name Siu Yeung Sau Present directorships Group Companies Nil Other Companies Nil Dennis Yang Yung Kang Group Companies Nil Other Companies Nil Chong Khim Cheng Group Companies Nil Other Companies Nil Carolyn Ann Theng May Lin Group Companies Nil Other Companies Nil Eyu Soon Fatt Group Companies Nil Other Companies Nil Jamie Nguyen Ha Lan Group Companies Nil Other Companies Nil Past directorships Group Companies Nil Other Companies Nil Group Companies Nil Other Companies Nil Group Companies Nil Other Companies Nil Group Companies Nil Other Companies Nil Group Companies Nil Other Companies Nil Group Companies Nil Other Companies Nil

Save as disclosed in the section entitled Directors, Executive Ofcers and Employees of this Offer Document, none of our Directors and Executive Ofcers are related by blood or marriage to one another nor are they so related to any Substantial Shareholders of our Company. To the best of our knowledge and belief, there are no arrangements or understandings with any Substantial Shareholders, customers, suppliers or others, pursuant to which any of our Directors and Executive Ofcers was appointed.

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REMUNERATION The compensation (which includes benets-in-kind, directors fees and bonuses) paid to our Directors and our Executive Ofcers for services rendered to us and our subsidiaries on an individual basis and in remuneration bands during FY2012, FY2013 and expected to be paid for the current nancial year is as follows:
Names FY2012 FY2013 FY2014 (Estimated)

Directors Melvin Goh(2) Andy Goh(2) Ng Tiak Soon Tan Siok Sing Lim Kim Quee Executive Ofcers Siu Yeung Sau Dennis Yang Yung Kang Chong Khim Cheng Carolyn Ann Theng May Lin Eyu Soon Fatt Jamie Nguyen Ha Lan
Notes: (1) Band A refers to remuneration of an amount up to S$250,000. Band B refers to remuneration of an amount between S$250,001 and S$500,000. Band C refers to remuneration of an amount between S$500,001 and S$750,000. Band D refers to remuneration of an amount between S$750,001 and S$1,000,000. (2) The estimated amount for FY2014 does not take into account the performance bonus that our Executive Directors are entitled to receive under their respective Service Agreements, further details of which are set out in the section entitled Directors, Executive Ofcers and Employees Service Agreements of this Offer Document. Not appointed or employed by our Group during the relevant periods.

Band D Band D
(3) (3) (3)

Band B Band B
(3) (3) (3)

Band B Band B Band A Band A Band A

(3) (3)

Band A Band A Band A Band A Band A Band A

Band A Band A Band A Band A Band A Band A

Band A Band A Band A Band A

(3)

Save as described in the section entitled Directors, Executive Ofcers and Employees Service Agreements of this Offer Document, as at the date of this Offer Document, we do not have in place any formal bonus or prot-sharing plan or any other prot-linked agreement or arrangement with any of our employees and bonus is expected to be paid on a discretionary basis. Save for the ESOS and the Performance Share Plan, no remuneration was paid or is to be paid in the form of share options to any of our Directors, Executive Ofcers or employees. As at the Latest Practicable Date, other than the amounts set aside or accrued as required for compliance with the applicable laws of Singapore, no amounts have been set aside or accrued by our Group to provide for pension, retirement or similar benets for any of our employees.

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EMPLOYEES As at the Latest Practicable Date, we have 58 full-time employees. We do not employ any temporary or part-time staff. We do not experience any signicant seasonal uctuations in our number of employees. As at the Latest Practicable Date, none of our employees are related to our Directors and Substantial Shareholders. Our employees are not unionised. The relationship and cooperation between the management and staff have been good and are expected to continue to remain so in the future. There has not been any incidence of work stoppages or labour disputes which affected our operations.
As at the Latest Practicable Date

As at 31 March 2011 Function Management Administration After-sales operations Marketing and sales Finance and accounting Total
Note: (1)

As at 31 March 2012

As at 31 March 2013

As at 30 June 2013

6 6 27 13 3 55

6 6 27 13 3 55

8 7 27 12 5 59

8 6 25 12 5 56

8 7 26 12 5 58

Management refers to our Executive Directors and Executive Ofcers.

All of our employees are based in Singapore. SERVICE AGREEMENTS Our Company has entered into separate service agreements (the Service Agreements) with our Executive Directors, namely, Melvin Goh and Andy Goh, for a period of three (3) years with effect from the date of listing, and thereafter continue from year to year (unless otherwise terminated by either party giving not less than six (6) months prior written notice to the other). We may also terminate the Service Agreements of our Executive Directors, if he, inter alia, is disqualied to act as Executive Director or Executive Ofcer under any applicable laws or regulations, guilty of dishonesty, gross misconduct or wilful neglect of duty, commits any continued material breach of the terms of their respective Service Agreements, is guilty of conduct likely to bring himself or any member of our Group into disrepute, becomes bankrupt or is convicted of any criminal offence. None of these Executive Directors will be entitled to any benets upon termination of their respective Service Agreements. The Service Agreements cover the terms of employment, specically salaries and bonuses.

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Pursuant to the terms of their respective Service Agreements, each of Melvin Goh and Andy Goh is entitled to a monthly salary of S$40,000 and S$33,000 respectively, and an annual wage supplement of three (3) months basic salary. In addition, each of Melvin Goh and Andy Goh is entitled to an annual performance bonus in respect of each nancial year commencing from FY2014, which is calculated based on the consolidated net prot before tax excluding one-off gains or losses, such as those arising from revaluation or divestment of subsidiaries and associated companies, (before deducting for such performance bonus payments) (NPBT) of our Group as follows:
Performance Bonus NPBT attained Up to and including S$5 million More than S$5 million but up to and including S$10 million More than S$10 million but up to and including S$15 million More than S$15 million Melvin Goh Nil S$300,000 plus 4.0% of the NPBT in excess of S$5 million S$500,000 plus 4.3% of the NPBT in excess of S$10 million S$715,000 plus 4.5% of the NPBT in excess of S$15 million Andy Goh Nil S$150,000 plus 3.0% of the NPBT in excess of S$5 million S$300,000 plus 3.5% of the NPBT in excess of S$10 million S$475,000 plus 4.0% of the NPBT in excess of S$15 million

Directors fees do not form part of the terms of the Service Agreements as these require the approval of Shareholders in our Companys annual general meeting. Our Executive Directors will be reimbursed for all travelling, accommodation, entertainment and other outof-pocket expenses reasonably incurred by them in or about the discharge of their duties hereunder. They are also entitled to a monthly transport allowance and subscription fees for a country club membership. Our Company shall provide each of our Executive Directors with a car and shall bear all costs and expenses of the car. Had the Service Agreements been in place with effect from 1 April 2012, the aggregate remuneration paid to our Executive Directors for FY2013 would have been approximately S$1.94 million instead of approximately S$0.83 million and our prot before tax for FY2013 would have decreased from approximately S$8.34 million to approximately S$7.23 million. Save as disclosed above, there are no existing or proposed service agreements between our Company, our subsidiaries and any of our Directors. There are no existing or proposed service agreements entered or to be entered into by our Directors with our Company or any of our subsidiaries which provide for benets upon termination of employment.

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EUROSPORTS PERFORMANCE SHARE PLAN

In conjunction with our listing on Catalist, we have adopted a performance share plan known as the EuroSports Performance Share Plan and a share option scheme known as the EuroSports Employee Share Option Scheme, both of which were approved by our Shareholders by way of written resolutions passed on 29 November 2013. The rules of our Performance Share Plan and ESOS are set out in Appendices F and G to this Offer Document, respectively. Both the Performance Share Plan and the ESOS will provide eligible participants (each a Participant and collectively, the Participants) with an opportunity to participate in the equity of our Company and to motivate them towards better performance through increased dedication and loyalty. Both the Performance Share Plan and ESOS form an integral component of our compensation plan and are designed primarily to reward and retain employees whose services are vital to the growth and performance of our Company and/or our Group. The Performance Share Plan and ESOS are designed to complement each other in our Groups efforts to reward, retain and motivate employees to achieve better performance. The aim of implementing more than one incentive plan is to increase our Groups exibility and effectiveness in its continuing efforts to reward, retain and motivate employees to achieve better performance by providing our Group with a more comprehensive set of remuneration tools and further strengthen our competitiveness in attracting and retaining local and foreign talent. Unlike the ESOS whereby Participants are required to pay the exercise price of the Options, the Performance Share Plan allows our Group to provide an incentive for Participants to achieve certain specic performance targets by awarding fully paid Shares to Participants after these targets have been met. In addition, the assessment criteria for granting Option(s) under the ESOS are more general (e.g. based on length of service and general performance of our Group) and do not relate to specic performance targets imposed by our Group. On the other hand, the assessment criteria for granting of Awards under the Performance Share Plan will be based on specic performance targets or to impose time-based service conditions, or a combination of both. As at the Latest Practicable Date, no Awards have been granted under the Performance Share Plan. Objectives of the Performance Share Plan The main objectives of the Performance Share Plan are as follows: (a) to attract potential employees with relevant skills to contribute to our Group and to create value for Shareholders; to instil loyalty to, and a stronger identication by the Participants with the long-term prosperity of, our Group; to motivate the Participants to optimise their performance standards and efciency and to maintain a high level of contribution to our Group; to give recognition to the contributions made by the Participants to the success of our Group; and to retain key employees of our Group whose contributions are essential to the long-term prosperity of our Group.

(b)

(c)

(d) (e)

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Summary of the Performance Share Plan The following is a summary of the rules of the Performance Share Plan. Capitalised terms as used throughout this section, unless otherwise dened, shall bear the meanings as dened in Appendix F of this Offer Document. (a) Eligibility The Performance Share Plan allows for participation by conrmed employees of our Group (including Executive Directors) and Non-Executive Directors (including Independent Directors) who have attained the age of 21 years on or before the relevant date of Award provided that none shall be an undischarged bankrupt at the relevant time, and who, in the absolute discretion of the Remuneration Committee, will be eligible to participate in the Performance Share Plan. Controlling Shareholders are not eligible to participate in the Performance Share Plan. However, associates of a Controlling Shareholder who meet the above eligibility criteria are eligible to participate in the Performance Share Plan provided that (a) the participation of, and (b) the terms of each grant and the actual number of Awards granted under the Performance Share Plan to, a Participant who is an associate of a Controlling Shareholder shall be approved by our independent Shareholders in separate resolutions for each such person. There shall be no restriction on the eligibility of any Participant to participate in any other share incentive schemes or share plans implemented or to be implemented by our Company or any other company within our Group. Subject to the Companies Act and any requirement of the SGX-ST, the terms of eligibility for participation in the Performance Share Plan may be amended from time to time at the absolute discretion of the Remuneration Committee. (b) Awards Awards represent the right of a Participant to receive fully paid Shares free of charge, upon the Participant achieving prescribed performance targets. The selection of the Participants and the number of Shares which are the subject of each Award to be granted to a Participant in accordance with the Performance Share Plan shall be determined at the absolute discretion of the Remuneration Committee, which shall take into account criteria such as, inter alia, the rank, scope of responsibilities, performance, years of service and potential for future development and contribution to the success of our Group. In the case of a performance-related Award, the performance targets will be set by the Remuneration Committee depending on each individual Participants job scope and responsibilities. The performance targets to be set shall take into account both the medium and long-term corporate objectives of our Group and the individual performance of the Participant and will be aimed at sustaining long-term growth. The corporate objectives shall cover market competitiveness, business growth and productivity growth. The performance targets could be based on criteria such as sales growth, growth in earnings and return on investment. In addition, the Participants length of service with our Group, achievement of past performance targets, value-add to our Groups performance and development and overall enhancement to Shareholder value, amongst others, will be taken into account. Awards may be granted at any time in the course of a nancial year, provided that in the event that an announcement on any matter of an exceptional nature involving unpublished price sensitive information is imminent, Awards may only be vested and hence any Shares comprised in such Awards may only be delivered on or after the second Market Day from the date on which the aforesaid announcement is made.

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An Award letter conrming the Award will be sent to each Participant as soon as reasonably practicable after the Award is nalised, specifying, inter alia, in relation to the Award: (i) in relation to a performance-related Award, the performance targets and the performance period during which the prescribed performance targets are to be met; the number of Shares to be vested on the Participant; and the date by which the Award shall be vested.

(ii) (iii)

The Remuneration Committee will take into account various factors when determining the method to arrive at the exact number of Shares comprised in an Award. Such factors include, but are not limited to, the current price of the Shares, the total issued share capital of our Company and the pre-determined dollar amount which the Remuneration Committee decides that a Participant deserves for meeting his performance targets. For example, Shares may be awarded based on predetermined dollar amounts such that the quantum of Shares comprised in Awards is dependent on the closing price of Shares transacted on the Market Day the Award is vested. Alternatively, the Remuneration Committee may decide absolute numbers of Shares to be awarded to Participants irrespective of the price of the Shares. The Remuneration Committee shall monitor the grant of Awards carefully to ensure that the size of the Performance Share Plan will comply with the relevant rules of the Catalist Rules. (c) Size and duration of the Performance Share Plan The total number of Shares which may be delivered pursuant to the vesting of Awards on any date, when added to the aggregate number of Shares issued and/or issuable in respect of (i) all Awards granted under the Performance Share Plan; (ii) all Options granted under the ESOS; and (iii) all other Shares issued and/or issuable under any other share-based incentive schemes or share plans of our Company, shall not exceed 15.0% of the total number of issued Shares (excluding treasury shares) of our Company from time to time. The Directors believe that the size of the Performance Share Plan will give our Company sufcient exibility to decide the number of Shares to be offered under the Performance Share Plan. However, it does not indicate that the Remuneration Committee will denitely issue Shares up to the prescribed limit. The Remuneration Committee will exercise its discretion in deciding the number of Shares to be granted to each Participant under the Performance Share Plan. This, in turn, will depend on and be commensurate with the performance and value of the Participant to our Group. The aggregate number of Shares that are available to the associates of our Controlling Shareholders under the Performance Share Plan shall not exceed 25.0% of the total number of Shares available under the Performance Share Plan. The number of Shares that are available to each associate of our Controlling Shareholder under the Performance Share Plan shall not exceed 10.0% of the Shares available under the Performance Share Plan. The Performance Share Plan shall continue in force at the discretion of the Remuneration Committee, subject to a maximum period of 10 years commencing on the date on which the Performance Share Plan is adopted by our Company in general meeting, provided always that the Performance Share Plan may continue beyond the above stipulated period with the approval of our Shareholders by ordinary resolution in general meeting and of any relevant authorities which may then be required. Notwithstanding the expiry or termination of the Performance Share Plan, any Awards made to Participants prior to such expiry or termination will continue to remain valid.

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(d)

Operation of the Performance Share Plan The Remuneration Committee shall have the discretion to determine whether performance targets have been met (whether fully or partially) or exceeded and/or whether the Participants performance and/or contribution to our Company and/or any of our subsidiaries justies the vesting of an Award. In making any such determination, the Remuneration Committee shall have the right to make reference to the audited results of our Company or our Group, as the case may be, to take into account such factors as the Remuneration Committee may determine to be relevant, such as changes in accounting methods, taxes and extraordinary events, and further, the right to amend the performance targets if the Remuneration Committee decides that a changed performance targets would be a fairer measure of performance. Awards may only be vested and consequently any Shares comprised in such Awards shall only be delivered upon the Remuneration Committee being satised that the Participant has achieved the performance targets. Subject to the prevailing legislation and the provisions of the Catalist Rules, our Company will be delivering Shares to Participants upon vesting of their Awards by way of an issue of New Shares or the transfer of existing Shares held as treasury shares to the Participants. In determining whether to issue New Shares or to purchase existing Shares for delivery to Participants upon the vesting of their Awards, our Company will take into account factors such as the number of Shares to be delivered, the prevailing market price of the Shares and the nancial effect on our Company of either issuing New Shares or purchasing existing Shares. New Shares allotted and issued on the release of an Award shall rank in full for all entitlements, including dividends or other distributions declared or recommended in respect of the then existing Shares, the record date for which is on or after the date of issue of the New Shares or the date of transfer of treasury shares pursuant to the vesting of the Award, and shall in all other respects rank pari passu with other existing Shares then in issue.

(e)

Adjustments and alterations under the Performance Share Plan (i) Variation of Capital If a variation in the issued ordinary share capital of our Company (whether by way of a capitalisation of prots or reserves or rights issue, capital reduction, subdivision, consolidation, distribution or otherwise) shall take place, then: (A) the class and/or number of Shares which are the subject of an Award to the extent not yet vested; and/or the class and/or number of Shares over which future Awards may be granted under the Performance Share Plan,

(B)

shall be adjusted by the Remuneration Committee to give each Participant the same proportion of the equity capital of our Company as that to which he was previously entitled and, in doing so, the Remuneration Committee shall determine at its own discretion the manner in which such adjustment shall be made. Unless the Remuneration Committee considers an adjustment to be appropriate, the following events shall not normally be regarded as a circumstance requiring adjustment: (aa) the issue of securities as consideration for an acquisition or a private placement of securities; the cancellation of issued Shares purchased or acquired by our Company by way of a market purchase of such Shares undertaken by our Company on the SGX-ST during the period when a share purchase mandate granted by Shareholders (including any renewal of such mandate) is in force;

(bb)

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(cc)

the issue of Shares or other securities convertible into or with rights to acquire or subscribe for Shares to its employees pursuant to share option scheme or share plan approved by Shareholders in general meeting, including the Performance Share Plan; and any issue of Shares arising from the exercise of any warrants or the conversion of any convertible securities issued by our Company.

(dd)

Notwithstanding the provisions of the rules of the Performance Share Plan: (1) the adjustment must be made in such a way that a Participant will not receive a benet that a Shareholder does not receive; and any adjustment (except in relation to a capitalisation issue) must be conrmed in writing by the Auditors (acting only as experts and not as arbitrators) to be in their opinion, fair and reasonable.

(2)

(ii)

Modications to the Performance Share Plan Any or all the provisions of the Performance Share Plan may be modied and/or altered at any time and from time to time by resolution of the Remuneration Committee, provided that: (A) any modication or alteration which would be to the advantage of Participants under the Performance Share Plan shall be subject to the prior approval of Shareholders in a general meeting; and no modication or alteration shall be made without due compliance with the Catalist Rules and such other regulatory authorities as may be necessary.

(B)

(f)

Reporting requirements Under the Catalist Rules, an immediate announcement must be made on the date of grant of an Award and provide details of the grant, including the following: (i) (ii) (iii) (iv) (v) date of grant; market price of the Shares on the date of grant of the Award; number of Shares granted under the Award; number of Shares granted to Directors under the Award, if any; and the vesting period in relation to the Award.

The following disclosures (as applicable) will be made by our Company in our annual report for so long as the Performance Share Plan continues in operation: (A) the names of the members of the Remuneration Committee administering the Performance Share Plan; in respect of the following Participants: (1) (2) Directors of our Company; and Participants (other than those in paragraph (B)(1) above) who have received Shares pursuant to the vesting of Awards granted under the Performance Share Plan which, in aggregate, represent ve per cent. (5%) or more of the total number of Shares available under the Performance Share Plan, the following information: (AA) the name of the Participant;

(B)

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(BB) the aggregate number of Shares comprised in Awards which have been granted to such Participant during the nancial year under review; (CC) the aggregate number of Shares comprised in Awards which have been granted to such Participant since the commencement of the Performance Share Plan to the end of the nancial year under review; (DD) the aggregate number of Shares comprised in Awards which have been issued and/or transferred to such Participant pursuant to the vesting of Awards under the Performance Share Plan since the commencement of the Performance Share Plan to the end of the nancial year under review; (EE) the aggregate number of Shares comprised in Awards which have not been vested as at the end of the nancial year under review; and (C) (g) such other information as may be required by the Catalist Rules or the Companies Act.

Role and composition of the Remuneration Committee The Remuneration Committee shall be responsible for the administration of the Performance Share Plan and shall consist of the Directors. As at the date of this Offer Document, the Remuneration Committee comprises Ng Tiak Soon, Tan Siok Sing and Lim Kim Quee. The Remuneration Committee shall have the power, from time to time, to make and vary such rules (not being inconsistent with the Performance Share Plan) for the implementation and administration of the Performance Share Plan as they think t including, but not limited to: (i) imposing restrictions on the number of Awards that may be vested within each nancial year; and amending performance targets if by so doing, it would be a fairer measure of performance for a Participant or for the Performance Share Plan as a whole.

(ii)

In compliance with the requirements of the Catalist Rules, any Participant of the Performance Share Plan who is a member of the Remuneration Committee shall not be involved in its deliberation or decision in respect of Awards granted to or to be granted to him. Rationale for participation by the associates of our Controlling Shareholders in the Performance Share Plan Our Company acknowledges that the services and contributions of employees who are associates of our Controlling Shareholders are important to the development and success of our Group. The extension of the Performance Share Plan to conrmed full-time employees who are associates of our Controlling Shareholders allows our Group to have a fair and equitable system to reward employees who have actively contributed to the progress and success of our Group. The participation of the associates of the Controlling Shareholders in the Performance Share Plan will serve both as a reward to them for their dedicated services to our Group and a motivation for them to take a long-term view of our Group. Although Participants who are associates of our Controlling Shareholders may already have shareholding interests in our Company, the extension of the Performance Share Plan to include them ensures that they are equally entitled, with the other employees of our Group who are not associates of our Controlling Shareholders, to take part and benet from this system of remuneration. We are of the view that a person who would otherwise be eligible should not be excluded from participating in the Performance Share Plan solely by reason that he/she is an associate of our Controlling Shareholder(s).

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The specic approval of our independent Shareholders is required for the participation of such persons as well as the actual number of and terms of such Awards. A separate resolution must be passed for each such participant. In seeking such approval from our independent Shareholders, clear justication as to the participation of associates of our Controlling Shareholders, the number of and terms of the Awards to be granted to the associates of our Controlling Shareholders shall be provided. Accordingly, we are of the view that there are sufcient safeguards against any abuse of the Performance Share Plan resulting from the participation of employees who are associates of our Controlling Shareholders. Rationale for participation by Non-Executive Directors (including Independent Directors) While the Performance Share Plan caters principally to Group Employees, it is recognised that there are other persons who make signicant contributions to our Group through their close working relationships with our Group, even though they are not employed within our Group. Such persons include the NonExecutive Directors. The Non-Executive Directors are persons from different professions and working backgrounds, bringing to our Group their wealth of knowledge, business expertise and contacts in the business community. They play an important role in helping our Group shape its business strategy by allowing our Group to draw on their diverse backgrounds and working experience. It is crucial for our Group to attract, retain and incentivise the Non-Executive Directors. By aligning the interests of the Non-Executive Directors with the interests of Shareholders, our Company aims to inculcate a sense of commitment on the part of the NonExecutive Directors towards serving the short and long-term objectives of our Group. The Directors are of the view that including the Non-Executive Directors in the Performance Share Plan will show our Companys appreciation for, and further motivate them in their contribution towards the success of our Group. However, as their services and contributions cannot be measured in the same way as the full-time employees of our Group, while it is desired that participation in the Performance Share Plan be made open to the Non-Executive Directors, any Awards that may be granted to any such NonExecutive Director would be intended only as a token of our Companys appreciation. For the purpose of assessing the contributions of the Non-Executive Directors, the Remuneration Committee will propose a performance framework comprising mainly non-financial performance measurement criteria, such as the extent of involvement and responsibilities shouldered by the NonExecutive Directors. In addition, the Remuneration Committee will also consider the scope of advice given, the number of contacts and size of deals which our Group is able to procure from the contacts and recommendations of the Non-Executive Directors. The Remuneration Committee may also decide that no Awards shall be made in any nancial year or no grant and/or Award may be made at all. It is envisaged that the vesting of Awards, and hence the number of Shares to be delivered to the NonExecutive Directors based on the criteria set out above will be relatively small, in terms of frequency and numbers. Based on this, the Directors are of the view that the participation by the Non-Executive Directors in the Performance Share Plan will not compromise the independent status of those who are Independent Directors. Financial effects of the Performance Share Plan Cost of Awards Singapore Financial Reporting Standard 102 (FRS 102) relating to share-based payment took effect for all listed companies from 1 January 2005. Participants will receive Shares and the Awards would be accounted for as equity-settled share-based transactions, as described in the following paragraphs. The fair value of employee services received in exchange for the grant of the Awards will be recognised as a charge to prot or loss over the period between the grant date and the vesting date of an Award. The total amount of the charge over the vesting period is determined by reference to the fair value of each Award granted at the grant date and the number of Shares vested at the vesting date, with a corresponding credit to reserve account. Before the end of the vesting period, at each accounting year end, the estimate of the number of Awards that are expected to vest by the vesting date is subject to revision, and the impact of the revised estimate will be recognised in prot or loss with a corresponding

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adjustment to the reserve account. After the vesting date, no adjustment to the charge to prot or loss is made. This accounting treatment has been referred to as the modied grant date method because the number of Shares included in the determination of the expense relating to employee services is adjusted to reect the actual number of Shares that eventually vest but no adjustment is made to changes in the fair value of the Shares since the grant date. The amount charged to prot or loss would be the same whether our Company settles the Awards by issuing New Shares or by purchasing existing Shares. The amount of the charge to prot or loss also depends on whether or not the performance target attached to an Award is measured by reference to the market price of the Shares. This is known as a market condition. If the performance target is a market condition, the probability of the performance target being met is taken into account in estimating the fair value of the Award granted at the grant date, and no adjustments to amounts charged to prot or loss are made if the market condition is not met. However, if the performance target is not a market condition, the fair value per Share of the Awards granted at the grant date is used to compute the amount to be charged to prot or loss at each accounting date, based on an assessment at that date of whether the non-market conditions would be met to enable the Awards to vest. Thus, where the vesting conditions do not include a market condition, there would be no charge to prot or loss if the Awards do not ultimately vest. In the event that the Participants receive cash, our Company shall measure the fair value of the liability at grant date. Until the liability is settled, our Company shall re-measure the fair value of the liability at each accounting date and at the date of settlement, with changes in the fair value recognised in prot or loss. Share capital The Performance Share Plan will result in an increase in our Companys issued share capital where new Shares are issued to Participants. The number of New Shares issued will depend on, among others, the size of the Awards granted under the Performance Share Plan. In any case, the Performance Share Plan provides that the number of shares to be issued under the said Performance Share Plan will be subject to a maximum limit of 15.0% of our total issued Shares. The aggregate number of Shares available under the Performance Share Plan shall not exceed 15.0% of the total issued share capital of our Company post-Invitation and from time to time. If instead of issuing New Shares to the Participants, treasury shares are transferred to Participants or our Company pays the equivalent cash value, the Performance Share Plan would have no impact on our Companys total number of issued Shares. NTA The Performance Share Plan will result in a charge to our Companys prot or loss over the period from the grant date to the vesting date of the Awards. The amount of the charge will be computed in accordance with FRS 102. When new Shares are issued under the Performance Share Plan, there would be no effect on the NTA. However, instead of issuing New Shares to Participants, existing Shares are purchased for delivery to Participants, or our Company pays the equivalent cash value, the NTA would be impacted by the cost of the Shares purchased or the cash payment, respectively. EPS The Performance Share Plan will result in a charge to earnings equivalent over the period from the grant date to the vesting date, computed in accordance with FRS 102. It should again be noted that the delivery of Shares to Participants of the Performance Share Plan will generally be contingent upon the Participants meeting the prescribed performance targets and conditions.

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EUROSPORTS EMPLOYEE SHARE OPTION SCHEME

In conjunction with our listing on Catalist, we have adopted a share option scheme known as the EuroSports Employee Share Option Scheme which was approved by our Shareholders by way of written resolutions passed on 29 November 2013. The rules of our ESOS are set out in Appendix G of this Offer Document. Capitalised terms used herein shall, unless otherwise dened, bear the same meanings as dened in Appendix G of this Offer Document. The ESOS will provide eligible participants with an opportunity to participate in the equity of our Company and to motivate them towards better performance through increased dedication and loyalty. The ESOS, which forms an integral component of our employee compensation plan, is designed to primarily reward and retain directors and employees whose services are vital to our well being and success. As at the Latest Practicable Date, no Options have been granted under the ESOS. Objectives of the ESOS The objectives of the ESOS are as follows: (a) to motivate participants to optimise their performance standards and efciency and to maintain a high level of contribution to our Group; to retain key employees and directors whose contributions are essential to the long-term growth and protability of our Group; to instil loyalty to, and a stronger identication by participants with the long-term prosperity of, our Group; to attract potential employees with relevant skills to contribute to our Group and to create value for our Shareholders; and to align the interests of participants with the interests of our Shareholders.

(b)

(c)

(d)

(e)

Summary of the ESOS The following is a summary of the rules of the ESOS: (a) Participants The ESOS allows for participation by conrmed employees of our Group (including Executive Directors) and Non-Executive Directors (including Independent Directors) who have attained the age of 21 years on or before the relevant date of grant of the Option, provided that none shall be an undischarged bankrupt or have entered into a composition with his creditors. Controlling Shareholders are not eligible to participate in the ESOS. However, their associates are eligible to participate in the ESOS, provided that (i) the participation of, and (ii) the terms of any Options to be granted and the actual number of Shares to be granted under the ESOS, to a Participant who is an associate of a Controlling Shareholder shall be approved by the independent Shareholders in separate resolutions for each such person. (b) Administration The ESOS shall be administered by the Remuneration Committee with powers to determine, inter alia, the following: (i) (ii) persons to be granted Options; number of Options to be granted; and

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(iii)

recommendations for modications to the ESOS.

As at the date of this Offer Document, our Remuneration Committee comprises Ng Tiak Soon, Tan Siok Sing and Lim Kim Quee. The Remuneration Committee will consist of Directors (including Directors or persons who may be participants of the ESOS). A member of the Remuneration Committee who is also a participant of the ESOS must not be involved in any deliberation or decision in respect of Options granted or to be granted to him. (c) Size of the ESOS The total number of Shares over which the Remuneration Committee may grant Options on any date, when added to the number of Shares issued and issuable in respect of (i) all Options granted under the ESOS; (ii) all Awards granted under the Performance Share Plan; and (iii) all outstanding options or awards granted under such other share-based incentive schemes of our Company, shall not exceed 15.0% of the number of issued Shares (including treasury shares, as dened in the Companies Act) on the day immediately preceding the Offer Date of the Option. Our Directors believe that this limit gives us sufcient exibility to decide upon the number of Option Shares to offer to our existing and new employees. The number of eligible participants is expected to grow over the years. Our Company, in line with its goal of ensuring sustainable growth, is constantly reviewing its position and considering the expansion of its talent pool which may involve employing new employees. The employee base, and thus the number of eligible participants will increase as a result. If the number of Options available under the ESOS is limited, our Company may only be able to grant a small number of Options to each eligible participant which may not be a sufciently attractive incentive. Our Company is of the opinion that it should have a sufcient number of Options to offer to new employees as well as to existing ones. The number of Options offered must also be signicant to serve as a meaningful reward for contributions to our Group. However, it does not necessarily mean that the Remuneration Committee will denitely issue Option Shares up to the prescribed limit. The Remuneration Committee shall exercise its discretion in deciding the number of Option Shares to be granted to each employee which will depend on the performance and value of the employee to our Group. (d) Maximum entitlements The aggregate number of Shares comprised in any Option to be offered to a participant under the ESOS shall be determined at the absolute discretion of the Remuneration Committee, which shall take into account (where applicable) criteria such as rank, past performance, years of service, potential development of that participant. The aggregate number of Shares in respect of which Options may be granted to the associates of the Controlling Shareholders under the ESOS shall not exceed 25.0% of the total number of Shares available under the ESOS. The aggregate number of Shares in respect of which Options may be granted to any individual associate of a Controlling Shareholder under the ESOS shall not exceed 10.0% of the total number of Shares available under the ESOS. (e) Options, exercise period and exercise price The Options that are granted under the ESOS may have exercise prices that are, at the Remuneration Committees discretion, set at a price (the Market Price) equal to the average of the last dealt prices for the Shares on Catalist for ve (5) consecutive Market Days immediately preceding the relevant date of grant of the relevant Option; or at a discount to the Market Price (subject to a maximum discount of 20.0%). Options which are xed at the Market Price (Market Price Option) may be exercised after the rst anniversary of the date of grant of that Option while Options exercisable at a discount to the Market Price (Discounted Option) may only be exercised after the second anniversary from the date of grant of the Option. Options granted under the ESOS will have a life span of 10 years.

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(f)

Grant of Options Under the rules of the ESOS, there are no xed periods for the grant of Options. As such, offers for the grant of Options may be made at any time at the discretion of the Remuneration Committee. However, no Option shall be granted during the period of 30 days immediately preceding the date of announcement of our Companys interim or nal results (as the case may be). In addition, in the event that an announcement on any matter of an exceptional nature involving unpublished price sensitive information is imminent, offers may only be made after the second market day from the date on which the aforesaid announcement is made.

(g)

Termination of Options Special provisions in the rules of the ESOS deal with the lapse or earlier exercise of Options in circumstances which include the termination of the participants employment in our Group, the bankruptcy of the participant, the death of the participant, a take-over of our Company and the winding-up of our Company.

(h)

Acceptance of Offer The grant of Options shall be accepted within 30 days from the date of offer. Offers of Options made to grantees, if not accepted by the closing date, will lapse. Upon acceptance of the offer, the grantee must pay our Company a consideration of S$1.00.

(i)

Rights of Shares arising from the exercise of Options Shares arising from the exercise of Options are subject to the provisions of the Memorandum and Articles of Association of our Company. The Shares so allotted will upon issue rank pari passu in all respects with the then existing issued Shares, save for any dividend, rights, allotments or distributions, the record date for which is prior to the relevant exercise date of the Option. For such purposes, record date means the date as at the close of business on which our Shareholders must be registered in order to participate in any dividends, rights, allotments or other distributions (as the case may be).

(j)

Duration of the ESOS The ESOS shall continue in operation for a maximum duration of 10 years commencing on the date on which the ESOS is adopted by our Company in general meeting and may be continued for any further period thereafter with the approval of our Shareholders by ordinary resolution in general meeting and of any relevant authorities which may then be required.

(k)

Abstention from voting Shareholders who are eligible to participate in the ESOS are to abstain from voting on any resolution of Shareholders relating to the ESOS, including, where applicable, (i) implementation of the ESOS; (ii) discount quantum; and (iii) participation by and Option granted to Controlling Shareholders and their associates and should not accept nominations as proxies or otherwise for voting in respect of such resolution unless specic instructions have been given in the proxy instrument on how the votes are to be cast.

Grant of Discounted Options Discounted Options will only be granted to deserving employees whose performance has been consistently good and/or whose future contributions to our Group will be invaluable. The ability to offer Discounted Options will operate as a means to recognise the performance of participants as well as to motivate them to continue to excel while encouraging them to focus on improving the protability and return of our Group to a level that benets our Shareholders when these are eventually reected through an appreciation of our share price. Discounted Options would be perceived in a more positive light by the participants, inspiring them to work hard and produce results in order to be offered Discounted Options as only employees who have made signicant contributions to the success and development of our Group would be granted Discounted Options.

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The exibility to grant Discounted Options is also intended to cater to situations where the stock market performance has overrun the general market conditions. In such events, the Remuneration Committee will have absolute discretion to: (a) grant Options set at a discount to the Market Price of a Share (subject to a maximum limit of 20.0%); and determine the participants to whom, and the Options to which, such reduction in exercise prices will apply.

(b)

In determining whether to give a discount and the quantum of the discount, the Remuneration Committee shall be at liberty to take into consideration factors including the performance of our Company and our Group, the performance of the participant concerned, the contribution of the participant to the success and development of our Group and the prevailing market conditions. At present, our Company foresees that Discounted Options may be granted principally in the following circumstances: (i) Firstly, where it is considered more effective to reward and retain talented employees by way of a Discounted Option rather than a Market Price Option. This is to reward the outstanding performers who have contributed signicantly to our Groups performance and the Discounted Option serves as additional incentives to such Group employees. Options granted by our Company on the basis of market price may not be attractive and realistic in the event of an overly buoyant market and inated share prices. Hence during such period the ability to offer Discounted Options would allow our Company to grant Options on a more realistic and economically feasible basis. Furthermore, Discounted Options will give an opportunity to our Group employees to realise some tangible benets even if external events cause the Share price to remain largely static. Secondly, where it is more meaningful and attractive to acknowledge a participants achievements through a Discounted Option rather than paying him a cash bonus. For example, Discounted Options may be used to compensate employees and to motivate them during economic downturns when wages (including cash bonuses and annual wage supplements) are frozen or cut, or they could be used to supplement cash rewards in lieu of larger cash bonuses or annual wage supplements. Accordingly, it is possible that merit-based cash bonuses or rewards may be combined with grants of Market Price Options or Discounted Options, as part of eligible employees compensation packages. The ESOS will provide our Group employees with an incentive to focus more on improving the protability of our Group thereby enhancing shareholder value when these are eventually reected through the price appreciation of our Shares after the vesting period.

(ii)

The Remuneration Committee will have the absolute discretion to grant Discounted Options, to determine the level of discount (subject to a maximum discount of 20.0% of the Market Price) and the grantees to whom, and the Options to which, such discount in the exercise price will apply provided that our Shareholders in general meeting shall have authorised, in a separate resolution, the making of offers and grants of Options under the ESOS at a discount not exceeding the maximum discount as aforesaid. Our Company may also grant Options without any discount to the Market Price. Additionally, our Company may, if it deems t, impose conditions on the exercise of the Options (whether such Options are granted at the market price or at a discount to the Market Price), such as restricting the number of Shares for which the Option may be exercised during the initial years following its vesting. Rationale for participation by employees of our Group (including the Executive Directors) in the ESOS The extension of the ESOS to employees of our Group allows us to have a fair and equitable system to reward employees of our Group (including Executive Directors) who have made and who continue to make signicant contributions to the long-term growth of our Group.

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We believe that the grant of Options to the employees of our Group will enable us to attract, retain and provide incentives to its participants to produce higher standards of performance as well as encourage greater dedication and loyalty to our Group. This would enable our Company to give recognition to past contributions and services as well as to motivate participants generally to contribute towards the longterm growth of our Group. Rationale for participation by the associates of our Controlling Shareholders in the ESOS Our Company acknowledges that the services and contributions of employees who are associates of our Controlling Shareholders are important to the development and success of our Group. The extension of the ESOS to conrmed full-time employees who are associates of our Controlling Shareholders allows our Group to have a fair and equitable system to reward employees who have actively contributed to the progress and success of our Group. The participation of the associates of the Controlling Shareholders in the ESOS will serve both as a reward to them for their dedicated services to our Group and a motivation for them to take a long-term view of our Group. Although Participants who are associates of our Controlling Shareholders may already have shareholding interests in our Company, the extension of the ESOS to include them ensures that they are equally entitled as the other employees of our Group who are not associates of our Controlling Shareholders, to take part and benet from this system of remuneration. We are of the view that a person who would otherwise be eligible should not be excluded from participating in the ESOS solely by reason that he/she is an associate of our Controlling Shareholder(s). The specic approval of our independent Shareholders is required for the participation of such persons as well as the actual number of and terms of such Options. A separate resolution must be passed for each such participant. In seeking such approval from our independent Shareholders, clear justication as to the participation of associates of our Controlling Shareholders, the number of and terms (including the exercise price) of the Options to be granted to the associates of our Controlling Shareholders shall be provided. Accordingly, we are of the view that there are sufcient safeguards against any abuse of the ESOS resulting from the participation of employees who are associates of our Controlling Shareholders. Rationale for participation by our Non-Executive Directors (including Independent Directors) in the ESOS Although our Non-Executive Directors are not involved in the day-to-day running of our operations, they play an invaluable role in furthering the business interests of our Group by contributing their experience and expertise. The participation by Non-Executive Directors in the ESOS will provide our Company with a further avenue to acknowledge and recognise their services and contributions to our Group as it may not always be possible to compensate them fully or appropriately by increasing the directors fees or other forms of cash payment. For instance, the Non-Executive Directors may bring strategic or other value to our Company which may be difcult to quantify in monetary terms. The grant of Options to Non-Executive Directors will allow our Company to attract and retain experienced and qualied persons from different professional backgrounds to join our Company as Non-Executive Directors, and to motivate existing NonExecutive Directors to take extra efforts to promote the interests of our Company and/or our Group. In deciding whether to grant Options to the Non-Executive Directors, the Remuneration Committee will take into consideration, among other things, the services and contributions made to the growth, development and success of our Group and the years of service of a particular Non-Executive Director. The Remuneration Committee may also, where it considers relevant, take into account other factors such as the economic conditions and our Companys performance. In order to minimise any potential conict of interests and not to compromise the independence of the Non-Executive Directors, our Company intends to grant only a nominal number of Options granted under the ESOS to such Non-Executive Directors.

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Cost of Options granted under the ESOS to our Company Any options granted under the ESOS, whether such options are Market Price Options or Discounted Options, would have a fair value. In the event that such options are granted at prices below the fair value of the options, there will be a cost to our Company. Such costs are higher in the case of Discounted Options, where such options are granted with exercise prices set at a discount to the prevailing market price of our Shares. The cost to our Company of granting options with a discounted exercise price under the ESOS would be as follows: (a) the exercise of an option at a discounted exercise price would translate into a reduction of the proceeds from the exercise of such options, as compared to the proceeds that our Company would have received from such exercise had the exercise been made at the prevailing market price of our Shares. Such reduction of the exercise proceeds would represent the monetary cost to our Company of granting options with a discounted exercise price; as the monetary cost of granting options with a discounted exercise price is borne by our Company, the earnings of our Company would effectively be reduced by an amount corresponding to the reduced interest earnings that our Company would have received from the difference in proceeds from an exercise price with no discount versus the discounted exercise price. Such reduction would, accordingly, result in the dilution of our Companys EPS; and the effect of the issue and allotment of new Shares upon the exercise of options on our Companys NAV per Share is accretive if the exercise price is above the NAV per Share, but dilutive otherwise.

(b)

(c)

The costs as discussed above would only materialise upon the exercise of the relevant Options. Share options have value because the option to buy a companys share for a xed price during an extended future time period is a valuable right, even if there are restrictions attached to such an option. As our Company is required to account for share-based awards granted to our employees, the cost of granting Options will affect our nancial results as this cost to our Company would be required to be charged to our Companys prot or loss commencing from the time Options are granted. Subject as aforesaid, as and when Options are exercised, the cash inow will add to the net tangible assets of our Company and its share capital base will grow. Where Options are granted with subscription prices that are set at a discount to the market prices for our Shares prevailing at the time of the grant of such Options, the amount of the cash inow to our Company on the exercise of such Options would be diminished by the quantum of the discount given, as compared with the cash inow that would have been receivable by our Company had the Options been granted at the market price of our Shares prevailing at the time of the grant. The grant of Options will have an impact on our Companys reported prot under the accounting rules in the Singapore Financial Reporting Standards which is effective for nancial periods beginning on or after 1 January 2005. It requires the recognition of an expense in respect of Options granted. The expenses will be based on the fair value of the Options at the date of grant (as determined by an option-pricing model) and will be recognised over the vesting period.

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CORPORATE GOVERNANCE
Our Articles provide that our Board of Directors will consist of not less than two (2) Directors. None of our Directors are appointed for any xed terms, but one-third of our Directors are required to retire at every annual general meeting of our Company. Hence, the maximum term for each Director is three (3) years. Directors who retire are eligible to stand for re-election. Our Directors recognise the importance of corporate governance and the offering of high standards of accountability to Shareholders of our Company. Accordingly, our Board has established three (3) committees: (i) the Audit Committee; (ii) the Nominating Committee; and (iii) the Remuneration Committee. Our Board of Directors comprises ve (5) Directors, of which three (3) are Independent Directors. Our Independent Directors do not have any existing business or professional relationship of a material nature with our Group, our other Directors and/or Substantial Shareholders. Our Independent Directors are also not related to other Directors and/or Substantial Shareholders. Corporate Social Responsibility We have participated in community projects and charity events, through donations and sponsorships, as part of our marketing activities. Such community projects and charity events include the Presidents Challenge, KK Hospital Health Endowment, Yellow Ribbon Fund, Helping Hand Group, Childrens Aid Society, The Straits Times School Pocket Money Fund and 2012 Corporate Arts Supporter Award, the Rotary Family Service Centre and NTUC Rotary Silver Circle Eldercare Centre programmes, the South West Community Development Councils Adopt-a-Rental Block programme and the Wild Rice Ball and Punggol West Community Centre programmes. Our Board of Directors will establish a corporate social responsibility policy which will include the review of the following areas of our Groups activities: (a) (b) (c) (d) to review and recommend our Groups policy in respect of corporate social responsibility issues; to review our Groups health, safety and environment policies and standards; to review the social impact of our Groups business practices in the communities that we operate in; to review and recommend policies and practices with regard to key stakeholders (suppliers, customers and employees); and to review and recommend policies and practices with regard to regulators.

(e)

Risk Management Our Board of Directors has overall responsibility for the governance of risk and exercises oversight of the material risks in our Groups business. Our Board of Directors will be responsible for determining our Companys levels of risk tolerance and risk policies, and overseeing our management in the design, implementation and monitoring of the risk management and internal control systems. Our Board of Directors will also review the adequacy and effectiveness of our Companys risk management and internal control systems, including nancial, operational, compliance and information technology controls. The identication and management of risks will be delegated to our management who assumes ownership and day-to-day management of such risks. Our management will be responsible for the effective implementation of risk management strategy, policies and processes to facilitate the achievement of business plans and goals within the risk tolerance established by our Board of Directors.

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Audit Committee Our Audit Committee comprises Ng Tiak Soon, Tan Siok Sing and Lim Kim Quee. The Chairman of the Audit Committee is Ng Tiak Soon. Our Directors recognise the importance of corporate governance and the offering of high standards of accountability to the Shareholders of our Company. Our Audit Committee shall meet periodically to perform the following functions: (a) review the audit plans of the external auditors and internal auditors, their evaluation of the system of internal controls, their audit report, their management letter and our managements response, where applicable; review with the independent internal auditors the internal audit plans and their evaluation of the adequacy of our internal control and accounting system before submission of the results of such review to our Board for approval; review the external and internal auditors reports; review the co-operation given by our Companys ofcers to the external and internal auditors; review the nancial statements of our Company and our Group, and discuss any signicant adjustments, major risk areas, changes in accounting policies, compliance with Singapore Financial Reporting Standards, concerns and issues arising from the audits including any matters which the auditors may wish to discuss in the absence of management, where necessary, before their submission to our Board for approval; review and discuss with the auditors any suspected fraud or irregularity, or infringement of any relevant laws, rules or regulations, which has or is likely to have a material impact on our Groups operating results or nancial position, and our managements response; review the independence of the external auditors and recommend their appointment or reappointment, remuneration and terms of engagement; review transactions falling within the scope of Chapter 9 and Chapter 10 of the Catalist Rules (if any); review transactions between our Group and (i) EC, ESE and/or JH Italia or (ii) PT EuroSport, if any, at least half yearly; review potential conicts of interest (if any) and set out a framework to resolve or mitigate any potential conicts of interests; review and approve foreign exchange hedging policies implemented by our Group and conduct periodic review of foreign exchange transactions and hedging policies and procedures; review our key nancial risk areas, with a view to providing an independent oversight on our Groups nancial reporting, the outcome of such review to be disclosed in the annual reports or, where the ndings are material, announced immediately via SGX-NET; undertake such other reviews and projects as may be requested by our Board and report to our Board its ndings from time to time on matters arising and requiring the attention of our Audit Committee; review arrangements by which our staff may, in condence, raise concerns about possible improprieties in matters of nancial reporting and to ensure that arrangements are in place for the independent investigations of such matter and for appropriate follow-up; and generally to undertake such other functions and duties as may be required by statute or the Catalist Rules, and by such amendments made thereto from time to time.

(b)

(c) (d) (e)

(f)

(g)

(h)

(i)

(j)

(k)

(l)

(m)

(n)

(o)

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Apart from the duties listed above, our Audit Committee shall commission and review the ndings of internal investigations into matters where there is any suspected fraud or irregularity, or failure of internal controls or suspected infringement of any Singapore law, rule or regulation which has or is likely to have a material impact on our Groups operating results and/or nancial position. In the event that a member of our Audit Committee is interested in any matter being considered by our Audit Committee, he will abstain from reviewing and deliberating on that particular transaction or voting on that particular resolution. Our Audit Committee shall also commission an annual internal control audit until such time as the Audit Committee is satised that our Groups internal controls are robust and effective enough to mitigate our Groups internal control weaknesses (if any). Prior to the decommissioning of such an annual audit, our Board is required to report to the SGX-ST and the Sponsor on how the key internal control weaknesses have been rectied, and the basis for the decision to decommission the annual internal control audit. Thereafter, such audits may be initiated by our Audit Committee as and when it deems t to satisfy itself that our Groups internal controls remain robust and effective. Upon completion of the internal control audit, appropriate disclosure will be made via SGXNET of any material, price-sensitive internal control weaknesses and any follow-up actions to be taken by our Board. Currently, based on the internal controls established and maintained by our Group, work performed by the internal and external auditors, and reviews performed by our management, our Board of Directors and our Audit Committee, our Board of Directors, to the best of its knowledge and belief, with the concurrence of our Audit Committee, is of the opinion that the internal controls of our Group are adequate to address nancial, operational and compliance risks of our Group. Our Board of Directors notes that all internal control systems contain inherent limitations and no system of internal controls could provide absolute assurance against the occurrence of material errors, poor judgement in decision-making, human errors, losses, fraud or other irregularities. Our Audit Committee had conducted an interview with our CFO, Siu Yeung Sau. Our Audit Committee has further considered the following: (a) the qualications and past working experiences of Siu Yeung Sau (as described in the section entitled Directors, Executive Ofcers and Employees Executive Ofcers of this Offer Document) which are compatible with his position as CFO of our Group; Siu Yeung Saus past internal and external audit and accounting related experiences; Siu Yeung Saus demonstration of the requisite competency in finance-related matters in connection with the preparation for the listing of our Company; the absence of negative feedback on Siu Yeung Sau from the representatives of our Groups Independent Auditors and Reporting Accountants; and the absence of internal control weaknesses attributed to Siu Yeung Sau identied during the internal control review conducted,

(b) (c)

(d)

(e)

and is of the view that Siu Yeung Sau is suitable for the position of CFO of our Group. Further, after making all reasonable enquiries, and to the best of their knowledge and belief, nothing has come to the attention of our Audit Committee members to cause them to believe that Siu Yeung Sau does not have the competence, character and integrity expected of a CFO of a listed issuer. In addition, Siu Yeung Sau shall be subject to performance appraisal by our Audit Committee on an annual basis to ensure satisfactory performance.

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Nominating Committee Our Nominating Committee comprises Ng Tiak Soon, Tan Siok Sing and Lim Kim Quee. The Chairman of the Nominating Committee is Tan Siok Sing. Our Nominating Committee will be responsible for: (a) reviewing and recommending the nomination or re-nomination of our Directors having regard to our Directors contribution and performance; determining on an annual basis whether or not a Director is independent; deciding whether or not a Director is able to and has been adequately carrying out his duties as a Director; reviewing and approving any new employment of persons related to Directors, Executive Ofcers or Controlling Shareholders and the proposed terms of their employment; reviewing of board succession plans for Directors, in particular, the Chairman and the CEO; developing a process for evaluation of the performance of the Board, its committees and Directors; reviewing training and professional developments programs for the Board; and appointment and re-appointment of Directors (including alternate directors, if applicable).

(b) (c)

(d)

(e) (f) (g) (h)

Our Nominating Committee will decide how our Boards performance is to be evaluated and propose objective performance criteria, subject to the approval of our Board, which address how our Board has enhanced long-term shareholders value. Our Board will also implement a process to be carried out by our Nominating Committee for assessing the effectiveness of our Board as a whole and for assessing the contribution of each individual Director to the effectiveness of our Board. Each member of our Nominating Committee shall abstain from voting on any resolutions in respect of the assessment of his performance or re-nomination as a Director. Remuneration Committee Our Remuneration Committee comprises Ng Tiak Soon, Tan Siok Sing and Lim Kim Quee. The Chairman of the Remuneration Committee is Lim Kim Quee. Our Remuneration Committee will recommend to our Board a framework of remuneration for our Directors and key executives, and determine specic remuneration packages for each Executive Director. The recommendations of our Remuneration Committee shall be submitted for endorsement by the entire Board. All aspects of remuneration, including but not limited to directors fees, salaries, allowances, bonuses, the Awards to be granted under the Performance Share Plan, the Options to be issued under the ESOS and other benets-in-kind shall be covered by our Remuneration Committee. Our Remuneration Committee will also review our obligations arising in the event of termination of our Executive Directors and Executive Ofcers contracts of service to ensure that such contracts of service contain fair and reasonable termination clauses which are not overly generous. Each member of our Remuneration Committee shall abstain from voting on any resolutions in respect of his remuneration package. The remuneration of employees related to Directors, Executive Ofcers and Controlling Shareholders will be reviewed annually by our Remuneration Committee to ensure that their remuneration packages are in line with our staff remuneration guidelines and commensurate with their respective job scopes and level of responsibilities. Any bonuses, pay increases and/or promotions for these related employees will also be subject to the review and approval of our Remuneration Committee. In the event that a member of our Remuneration Committee is related to the employee under review, he will abstain from participating in the review.

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EXCHANGE CONTROLS
There are no exchange control restrictions in the repatriation of capital and the remittance of dividends, interest or other payments into or out of Singapore or to our Group companies in Singapore. For further details, please refer to the section entitled Taxation of this Offer Document.

155

TAXATION
The statements made herein regarding taxation are general in nature and are based on certain aspects of the tax laws of Singapore and administrative guidelines issued by the relevant authorities in force as of the date of this Offer Document and are subject to any changes in such laws or administrative guidelines, or in the interpretation of these laws or guidelines, occurring after such date, which changes could be made on a retrospective basis. These laws and guidelines are also subject to various interpretations and the relevant tax authorities or the courts could later disagree with the explanations or conclusions set out below. The statements below are not to be regarded as advice on the tax position of any holder of our Shares or of any person acquiring, holding, selling or otherwise dealing with our Shares or on any tax implications arising from the acquisition, ownership, sale or other dealings in respect of our Shares. The statements made herein do not purport to be a comprehensive or exhaustive description of all of the tax considerations that may be relevant to a decision to purchase, own or dispose of our Shares and do not purport to deal with the tax consequences applicable to all categories of investors some of which (such as dealers in securities) may be subject to special rules. Prospective Shareholders are advised to consult their own tax advisers as to the Singapore or other tax consequences of the acquisition, ownership or disposal of our Shares. The statements below are based on the assumption that our Company is a tax resident in Singapore for Singapore income tax purposes. It is emphasised that neither our Company nor any other persons involved in this Offer Document accepts responsibility for any tax effects or liabilities resulting from the subscription for, purchase, holding or disposal of our Shares. Individual income tax An individual is a tax resident in Singapore in a year of assessment if, in the preceding year, he was physically present in Singapore or he exercised an employment in Singapore (other than as a director of a company) for 183 days or more, or if he ordinarily resides in Singapore. Individual taxpayers who are Singapore tax residents are generally subject to Singapore income tax on income accruing in or derived from Singapore. All foreign-sourced income received in Singapore on or after 1 January 2004 derived by a Singapore tax resident individual (except for foreign-sourced income received through a partnership in Singapore if the Singapore Comptroller of Income Tax is satised that the tax exemption would be benecial to the Singapore tax resident individual) is exempt from Singapore income tax. Non-resident individuals, subject to certain exceptions, are subject to Singapore income tax on income accruing in or derived from Singapore. Non-resident individuals are not subject to tax on foreign-sourced income received in Singapore. A Singapore tax resident individual is taxed at progressive rates ranging from 0% to 20.0%. Income derived by a non-resident individual is, subject to certain exceptions, normally taxed at the rate of 20.0% except for Singapore employment income which is taxed at a at rate of 15.0% or at resident rates, whichever yields a higher tax. In the Singapore Budget 2013, the Minister of Finance has announced that Singapore tax resident individuals will enjoy a one-off personal income tax rebate for year of assessment 2013. The tax rebates are as follows: (a) 30.0% rebate, capped at S$1,500, for resident individual taxpayers aged below 60 years as at 31 December 2012; and 50.0% rebate, capped at S$1,500, for resident individual taxpayers aged 60 years and above as at 31 December 2012.

(b)

Corporate income tax A company is regarded as resident in Singapore for Singapore tax purposes if the control and management of its business is exercised in Singapore.

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Singapore resident companies are subject to Singapore income tax on income that accrues in or is derived from Singapore and on foreign-sourced income received or deemed received in Singapore, subject to certain exceptions. Foreign-sourced income in the form of dividends, branch prots and service income received or deemed to be received in Singapore by Singapore resident companies on or after 1 June 2003 are exempt from Singapore income tax if the following prescribed conditions are all met: (i) the income is subject to tax of a similar character to income tax (by whatever name called) under the law of the jurisdiction from which such income is received; at the time the income is received in Singapore, the highest rate of tax of a similar character to income tax (by whatever name called) levied under the law of the territory from which the income is received on any gains or prots from any trade or business carried on by any company in that territory at that time is not less than 15.0%; and the Singapore Comptroller of Income Tax is satised that the tax exemption would be benecial to the Singapore resident company.

(ii)

(iii)

Non-resident companies are subject to income tax on income that accrues in or is derived from Singapore, and on foreign-sourced income received or deemed received in Singapore, subject to certain exceptions. The corporate tax rate in Singapore for both resident and non-resident companies is currently 17.0%. In arriving at the chargeable income, there is partial exemption on three-quarters () of the rst S$10,000 and one-half on the next S$290,000 of a companys normal chargeable income. The remaining normal chargeable income will be taxable at the corporate tax rate of 17.0%. In the Singapore Budget 2013, the Minister of Finance has announced that both resident and non-resident companies will enjoy a corporate income tax rebate from year of assessment 2013 to 2015. This rebate will be based on 30.0% of the tax payable, subject to a cap of S$30,000 per year of assessment. This rebate will not apply to income derived by a non-resident company that is subject to nal withholding tax. Dividend distributions Singapore adopts the one-tier corporate tax system. Under the one-tier corporate tax system, the tax paid by Singapore resident companies would constitute a nal tax. Dividends payable by Singapore resident companies under the one-tier corporate tax system would be tax exempt in Singapore in the hands of its shareholders. Such dividends are referred to as tax exempt (one-tier) dividends. There is no Singapore withholding tax on dividends paid to both Singapore resident shareholders as well as non Singapore resident shareholders. Foreign shareholders are advised to consult their own tax advisors in respect of the tax laws of their respective countries of residence, which are applicable on such dividends received by them and the applicability of any double taxation agreement that their country of residence may have with Singapore. Gains on disposal of Shares Singapore does not impose tax on capital gains. However, gains may be construed to be of an income nature and subject to Singapore income tax if they arise from trade or business activities in Singapore. Any prots from the disposal of our Shares, if regarded as capital prots, are not taxable in Singapore unless the seller is regarded as having derived gains of an income nature in Singapore, in which case, the disposal gains would be taxable as trading income. Pursuant to Section 13Z of Income Tax Act (Chapter 134 of Singapore) and based on the IRAS e-Tax Guide on Income Tax: Certainty of Non-taxation of Companies Gains on Disposal of Equity Investments dated 30 May 2012, the gains derived from the disposal of ordinary shares in an investee company during the period 1 June 2012 to 31 May 2017 (both dates inclusive) are not taxable if immediately prior to the date of the share disposal, the divesting company had held at least 20.0% of the ordinary shares

157

in the investee company for a continuous period of at least 24 months. This rule does not apply to a divesting company which is in a business of insurance whose gains or prots from the disposal of shares are included as part of its income based on the provisions of Section 26 of the Income Tax Act (Chapter 134 of Singapore), or disposal of shares in an unlisted investee company that is in the business of trading or holding Singapore immovable properties (other than the business of property development). In addition, Shareholders who adopt the tax treatment to be aligned with the Singapore Financial Reporting Standard 39 Financial Instruments: Recognition and Measurement may be taxed on gains (not being gains in the nature of capital) even though no sale or disposal of our Shares is made. Shareholders who may be subject to such tax treatment should consult their own accounting and tax advisers regarding the Singapore income tax consequences of their subscription, purchase, holding or disposal of our Shares. Stamp duty No stamp duty is payable if an instrument of transfer is not executed or the instrument of transfer is executed outside Singapore and not brought into Singapore. However, stamp duty may be payable if the instrument of transfer which is executed outside Singapore is received in Singapore. There is no stamp duty payable on the subscription for, allotment or holding of our Shares. Where our Shares evidenced in certicated form are acquired in Singapore, stamp duty is payable on the instrument of transfer of our Shares at the rate of S$0.20 for every S$100.00 or part thereof of the consideration for, or market value of, our Shares, whichever is higher. The stamp duty is borne by the purchaser unless there is an agreement to the contrary. Stamp duty is not applicable to electronic transfers of our Shares through the scripless trading system operated by CDP. Estate duty Singapore estate duty has been abolished with effect from 15 February 2008. GST The sale of our Shares by a GST-registered investor belonging in Singapore through SGX-ST to another person belonging in Singapore is an exempt supply and would not be subject to GST. In this regard, input tax incurred by a GST-registered investor directly in making such exempt supplies may generally not be recovered from the Comptroller of GST. Where our Shares are supplied by a GST-registered investor to a person belonging outside Singapore and who is outside Singapore at the time the sale is executed, the sale is generally a taxable sale subject to GST at zero-rate. Any GST incurred by a GST-registered investor in the making of such taxable supply in the course of or furtherance of a business carried on by him may generally be recovered from the Comptroller of GST, subject to input tax recovery conditions. Services consisting of arranging, broking, underwriting or advising on the issue, allotment or transfer of ownership of our Shares rendered by a GST-registered person to an investor belonging in Singapore for GST purposes in connection with the investors purchase, sale or holding of our Shares will be subject to GST at the standard rate, currently at seven per cent. (7.0%). Similar services supplied contractually to and for the direct benet of an investor belonging outside Singapore and who is outside Singapore when the services are performed would generally be subject to GST at zero-rate.

158

CLEARANCE AND SETTLEMENT

Upon listing and quotation on Catalist, our Shares will be traded under the book-entry settlement system of CDP and all dealings in and transactions of our Shares through Catalist will be effected in accordance with the terms and conditions for the operation of Securities Accounts with CDP, as amended from time to time. Our Shares will be registered in the name of CDP or its nominee and held by CDP for and on behalf of persons who maintain, either directly or through Depository Agents, Securities Accounts with CDP. Persons named as direct Securities Account holders and Depository Agents in the Depository Register maintained by CDP, rather than CDP itself, will be treated, under our Articles and the Companies Act, as members of our Company in respect of the number of Shares credited to their respective Securities Accounts. Persons holding our Shares in Securities Accounts with CDP may withdraw the number of Shares they own from the book-entry settlement system in the form of physical share certicate(s). Such share certicates will, however, not be valid for delivery pursuant to trades transacted on Catalist, although they will be prima facie evidence of title and may be transferred in accordance with our Articles. A fee of S$10.00 for each withdrawal of 1,000 Shares or less and a fee of S$25.00 for each withdrawal of more than 1,000 Shares is payable upon withdrawing our Shares from the book-entry settlement system and obtaining physical share certicates. In addition, a fee of S$2.00 or such other amount as our Directors may decide, is payable to the share registrar for each share certicate issued and a stamp duty of S$10.00 is also payable where our Shares are withdrawn in the name of the person withdrawing our Shares, or S$0.20 per S$100.00 or part thereof of the last-transacted price where our Shares are withdrawn in the name of a third party. Persons holding physical share certicates who wish to trade on Catalist must deposit with CDP their share certicates together with the duly executed and stamped instruments of transfer in favour of CDP and have their respective Securities Accounts credited with the number of Shares deposited before they can effect the desired trades. A fee of S$10.00 is payable upon the deposit of each instrument of transfer with CDP. The above fees may be subject to such charges as may be in accordance with CDPs prevailing policies or the current tax policies that may be in force in Singapore from time to time. Transactions in our Shares under the book-entry settlement system will be reected by the sellers Securities Account being debited with the number of Shares sold and the buyers Securities Account being credited with the number of Shares acquired. No transfer stamp duty is currently payable for our Shares that are settled on a book-entry basis. A Singapore clearing fee for trades in our Shares on Catalist is payable at the rate of 0.04% of the transaction value subject to a maximum of S$600.00 per transaction. The clearing fee, instrument of transfer, deposit fee and share withdrawal fee may be subject to GST currently at seven per cent. (7.0%). Dealings of our Shares will be carried out in Singapore dollars and will be effected for settlement through CDP on a scripless basis. Settlement of trades on a normal ready basis on Catalist generally takes place on the third Market Day following the transaction date and payment for the securities is generally settled on the following business day. CDP holds securities on behalf of investors in Securities Accounts. An investor may open a direct account with CDP or a sub-account with a CDP Depository Agent. The CDP Depository Agent may be a member company of the SGX-ST, bank, merchant bank or trust company.

159

GENERAL AND STATUTORY INFORMATION

INFORMATION ON DIRECTORS AND EXECUTIVE OFFICERS 1. Save as disclosed below, none of our Directors, Executive Ofcers or Controlling Shareholders is or was involved in any of the following events: (i) during the last 10 years, an application or a petition under any bankruptcy laws of any jurisdiction led against him or against a partnership of which he was a partner at the time when he was a partner or at any time within two (2) years from the date he ceased to be a partner; during the last 10 years, an application or a petition under any law of any jurisdiction led against an entity (not being a partnership) of which he was a director or an equivalent person or a key executive, at the time when he was a director or an equivalent person or a key executive of that entity or at any time within two (2) years from the date he ceased to be a director or an equivalent person or a key executive of that entity, for the winding-up or dissolution of that entity or, where that entity is the trustee of a business trust, that business trust, on the ground of insolvency; any unsatised judgments against him; a conviction of any offence, in Singapore or elsewhere, involving fraud or dishonesty which is punishable with imprisonment, or has been the subject of any criminal proceedings (including any pending criminal proceedings of which he is aware) for such purpose; a conviction of any offence, in Singapore or elsewhere, involving a breach of any law or regulatory requirement that relates to the securities or futures industry in Singapore or elsewhere, or has been the subject of any criminal proceedings (including any pending criminal proceedings of which he is aware) for such breach; during the last 10 years, judgment entered against him in any civil proceeding in Singapore or elsewhere involving a breach of any law or regulatory requirement that relates to the securities or futures industry in Singapore or elsewhere, or a nding of fraud, misrepresentation or dishonesty on his part, or has been the subject of any civil proceedings (including any pending civil proceedings of which he is aware) involving an allegation of fraud, misrepresentation or dishonesty on his part; a conviction in Singapore or elsewhere of any offence in connection with the formation or management of any entity or business trust; disqualication from acting as a director or an equivalent person of any entity (including the trustee of a business trust), or from taking part directly or indirectly in the management of any entity or business trust; has ever been the subject of any order, judgment or ruling of any court, tribunal or governmental body permanently or temporarily enjoining him from engaging in any type of business practice or activity; has ever, to his knowledge, been concerned with the management or conduct, in Singapore or elsewhere, of affairs of: (a) any corporation which has been investigated for a breach of any law or regulatory requirement governing corporations in Singapore or elsewhere; any entity (not being a corporation) which has been investigated for a breach of any law or regulatory requirement governing such entities in Singapore or elsewhere;

(ii)

(iii) (iv)

(v)

(vi)

(vii)

(viii)

(ix)

(x)

(b)

160

(c)

any business trust which has been investigated for breach of any law or regulatory requirement governing business trusts in Singapore or elsewhere; or any entity or business trust which has been investigated for a breach of any law or regulatory requirement that relates to the securities or futures industry in Singapore or elsewhere,

(d)

in connection with any matter occurring or arising during the period when he was so concerned with the entity or business trust; and (xi) has ever been the subject of any current or past investigation or disciplinary proceedings, or has been reprimanded or issued any warning, by the Authority or any other regulatory authority, exchange, professional body or government agency, whether in Singapore or elsewhere.

Assistance rendered by Melvin Goh to the Commercial Affairs Department (CAD) In June and August 2010, EuroSports Auto was on separate occasions requested by CAD to render assistance in the provision of documentation and enforcement of court order related to an investigation of the purchase of a Lamborghini automobile from EuroSports Auto by one of the employees from the Singapore Land Authority. Melvin Goh, who was then the managing director of EuroSports Auto, assisted with the investigation on behalf of EuroSports Auto. Neither EuroSports Auto, Melvin Goh, Andy Goh or any of the other Directors or employees of our Group was the subject of such investigation. Assistance rendered by Melvin Goh to the Royal Malaysian Customs Department To the best of Melvin Gohs knowledge, in mid 2007, ESE was requested by the Royal Malaysian Customs Department to assist in certain enquiries in relation to duties on automobiles paid by the customers of ESE and Melvin Goh had attended one interview session. There was no investigation into ESE or Melvin Goh. During the relevant period, Melvin Goh had an interest in 65.0% in the share capital of ESE and was a director of ESE. ESE has become dormant since February 2011 and the shareholders of ESE intend to liquidate ESE in due course. Winding-up petition against ESE To the best of Melvin Gohs knowledge, in June 2004, an accident occurred when one of the employees of ESE test-drove an automobile of Damansara Indah Sdn Bhd (DISB) after repairs were completed. MSIG Insurance (Malaysia) Berhad, the then insurer of DISB, through Crawford & Company Adjusters (Malaysia) Sdn Bhd (CCASB), initiated legal proceedings against ESE for claims associated with the accident by way of a subrogation action. Judgment was subsequently entered against ESE for the sum of approximately RM330,000. In December 2011, DISB led a winding up petition in Malaysia against ESE in respect of the sum unpaid by ESE. In February 2012, ESE paid to CCASB a negotiated amount of RM50,000 in settlement of the aforesaid suit. The matter was settled and the winding up petition was withdrawn by the petitioner. During the relevant period, Melvin Goh had an interest in 65.0% in the share capital of ESE and was a director of ESE. Disclosure in relation to Ng Tiak Soon Ng Tiak Soon was a director of Kengly Offset Printing Pte Ltd (Kengly), a company which was incorporated in Singapore in 1979. Kengly was a dormant company when he joined as a director on 25 March 1980. Sometime in late 1981/early 1982, or thereabouts, summons were issued by the Registry of Companies (now known as the Accounting and Regulatory Authority of Singapore) against the directors of Kengly for failure to hold Kenglys annual general meeting and le Kenglys annual return within the requisite period. The matter was resolved upon payment of a ne of about S$200 by each director. Subsequently, Ng Tiak Soon resigned as a director of Kengly on 30 April 1982.

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In late 2003 or 2004, Ng Tiak Soon had assisted in investigations conducted by the CAD in relation to the affairs of a company incorporated in Singapore. Ng Tiak Soon was interviewed by the CAD in his capacity as an audit partner of Messrs Ernst & Young, which had provided audit and other services to this company. Ng Tiak Soon was not the subject of investigations and was not involved in the management of the company at any time. Disclosure in relation to Tan Siok Sing (a) Goldenray Consortium (S) Pte. Ltd. (GCSPL), a Singapore incorporated company, is a holding company with a life-style eco-park development project in Beijing, PRC. On 7 October 2010, Tan Siok Sing was appointed to the board of directors of GCSPL as a nonexecutive director. Tan Siok Sing believes that he was invited to join the board of directors of GCSPL mainly owing to his relevant expertise and corporate experience, which could be leveraged by GCSPL in carrying out its intended expansion plans. Subsequently, due to lack of progress in the aforesaid development project and lack of access to satisfactory updates and information, Tan Siok Sing decided to resign on his own accord, which took effect as of 27 August 2012. Tan Siok Sing was not involved in the day-to-day running of GCSPLs operations at any time. On 2 March 2013, a winding up petition was led against GCSPL by Beijing Sinozonto Mining Investment Co., Ltd. (the BSMI), a PRC entity, under section 254(1)(e) of the Companies Act on the ground that GCSPL is unable to pay its debts. This relates to litigation proceedings initiated by BSMI against GCSPL in Singapore in relation to debts owed to BSMI. The High Court of Singapore has ordered judgement against GCSPL in relation to the debts owed and the execution and enforcement of the order in July and August 2013 respectively. In September 2013, the High Court of Singapore gave a stay order pending the determination of appeal by GCSPL on the condition that it pays into the court a sum of S$15.4 million as security for costs by 22 November 2013. We understand that GCSPL has failed to pay the aforesaid sum and that a winding up order is expected to be granted against GCSPL. Since the date of the winding up petition, Tan Siok Sing has not received any notices to attend court hearing in connection with this matter. (b) Between 1985 and 2008, Tan Siok Sing was an executive director and a shareholder of Millennium Securities Pte Ltd (formerly known as Tsang and Ong Stockbrokers Pte Ltd) (Millennium Securities), a Singapore stockbroking rm. At the relevant time, he had on separate occasions assisted in investigations conducted by CAD relating to matters concerning clients of Millennium Securities. To the best of his knowledge, Tan Siok Sing was not the subject matter of any such investigations. Further, Millennium Securities was at the relevant time in breach of certain minimum capital requirements relating to stockbroking rms. The matter was subsequently rectied. To the best of his knowledge, no disciplinary action or proceeding or otherwise was taken against Millennium Securities or its directors or shareholders for such breach. 2. No option to subscribe for shares in, or debentures of, our Company has been granted to, or was exercised by, any Director or Executive Ofcer within the last nancial year. Save as disclosed in the sections entitled Restructuring Exercise and Interested Person Transactions of this Offer Document, no Director or expert is (i) interested, directly or indirectly, in the promotion of, or in any assets acquired or disposed of by, or leased to, our Company within two (2) years preceding the Latest Practicable Date, or in any proposal for such acquisition or disposal or leased as aforesaid, or (ii) interested where the interest consists in being a partner in a rm or a holder of shares in or debentures of a corporation interested in the same. Save as disclosed in the section entitled Interested Person Transactions of this Offer Document, no Director has any interest in any existing contract or arrangement which is signicant in relation to our business taken as a whole. There is no shareholding qualication for Directors in the Articles of our Company.

3.

4.

5.

162

6.

No sum or benet has been paid or has been agreed to be paid to any Director or expert who is a partner of any rm in which a Director or expert or any corporation in which such Director or expert holds shares or debentures, in cash or shares or otherwise by any person (i) (in the case of a Director) to induce him to become, or to qualify him as our Director or otherwise for the services rendered by him or by such rm or corporation in connection with the promotion or formation of our Company or (ii) (in the case of an expert) for services rendered by him or such rm or corporation in connection with the promotion or formation of our Company.

SHARE CAPITAL 7. As at the Latest Practicable Date, there is only one (1) class of shares in the capital of our Company, being ordinary shares in the share capital of our Company. There is no founder, management or deferred share. Our existing Shares (including the Vendor Shares) do not carry voting rights which are different from the Invitation Shares. The rights and privileges attached to our Shares are stated in our Articles. Save as disclosed below and in the sections entitled Share Capital and Restructuring Exercise of this Offer Document, there were no changes in the issued and paid-up share capital of our Company or our subsidiaries within the three (3) years preceding the Latest Practicable Date:
Number of shares issued Purpose of issue Resultant issued share capital

8.

Date of issue Our Company 12 December 2012 29 November 2013

Consideration

2 224,999,998

Incorporation Restructuring Exercise

S$2 S$7,952,861

S$2 S$7,952,863

Our subsidiaries GTA Singapore 10 October 2012 deLaCour Singapore 5 November 2012 1 Incorporation S$1 S$1 1 Incorporation S$1 S$1

9.

Save as disclosed above and in the sections entitled Share Capital and Restructuring Exercise of this Offer Document, no shares in, or debentures of, our Company or any of our subsidiaries has been issued, or is proposed to be issued, as fully or partly paid-up for cash, or for a consideration other than cash, during the last three (3) years preceding the date of this Offer Document.

LITIGATION 10. Save as disclosed in this paragraph, our Group was not engaged in any legal or arbitration proceedings in the last 12 months before the date of the lodgement of this Offer Document, as plaintiff or defendant in respect of any claims or amounts which are material in the context of the Invitation and our Directors have no knowledge of any proceedings pending or threatened against our Company or any member of our Group or any facts likely to give rise to any litigation, claims or proceedings which might materially affect the nancial position or protability of our Group. EuroSports Auto On 22 April 2008, EuroSports Auto initiated legal proceedings in Singapore against Hsiuh Fu Lin for a sum of approximately S$120,000 in respect of a motor accident. On 12 December 2012, NTUC Income Insurance Co-Operative Limited, the insurer of the defendant, made a payment of approximately S$95,000 to EuroSports Auto in full discharge of all claims against Hsiuh Fu Lin. The matter was settled.

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EuroAutomobile (a) On 8 August 2011, Citycab Pte Ltd initiated legal proceedings in Singapore against EuroAutomobile for a sum of approximately S$10,000 in respect of a motor accident claim. In December 2012, a sum of approximately S$11,500 was paid by AXA Insurance Singapore Pte Ltd, the insurer of our Group, in settlement of the third party claim against EuroAutomobile. The matter was settled. EuroAutomobile received a letter of demand dated 12 April 2013 from the solicitors acting for a customer, demanding refund of a deposit amounting to S$170,000, which was paid by the customer for an order for one (1) unit of Alfa Romeo automobile. We believe that there is no basis for such claim for refund and we have engaged legal advisers to act for us in this matter. As at the Latest Practicable Date, no legal proceeding has been initiated against EuroAutomobile.

(b)

MATERIAL CONTRACTS 11. The following contracts, not being contracts entered into in the ordinary course of business, have been entered into by our Company and our subsidiaries within the two (2) years preceding the date of lodgement of this Offer Document and are or may be material: (a) The conditional sale and purchase agreement dated 4 July 2012 between EuroSports Auto and RBC Dexia Trust Services Singapore Limited (in its capacity as trustee of Cambridge Industrial Trust) (the Purchaser), pursuant to which EuroSports Auto agreed to sell the leasehold interest in respect of 30 Teban Gardens Crescent to the Purchaser, details of which can be found in the section entitled General Information on our Group Properties and Fixed Assets Sale and Leaseback Arrangement of this Offer Document; The Options to Purchase dated 31 May 2012 from HLT International Pte Ltd (HLT) to EuroSports Auto, pursuant to which EuroSports Auto agreed to acquire the premises at 7 and 9 Chang Charn Road from HLT; The sale and purchase agreement dated 29 November 2013 entered into between our Company and EuroAutomobile, pursuant to which our Company acquired the entire issued and paid-up share capital of GTA Singapore and deLaCour Singapore, details of which can be found in the section entitled Restructuring Exercise Acquisition of GTA Singapore and deLaCour Singapore of this Offer Document; The sale and purchase agreement dated 29 November 2013 entered into between our Company and Melvin Goh and Andy Goh (collectively as vendors), pursuant to which our Company acquired the entire issued and paid-up share capital of EuroSports Auto, details of which can be found in the section entitled Restructuring Exercise Acquisition of EuroSports Auto of this Offer Document; The sale and purchase agreement dated 29 November 2013 entered into between our Company and Melvin Goh and Andy Goh (collectively as vendors), pursuant to which our Company acquired the entire issued and paid-up share capital of EuroAutomobile, details of which can be found in the section entitled Restructuring Exercise Acquisition of EuroAutomobile of this Offer Document; The call option agreement dated 17 January 2013 entered into between our Company and the shareholders of E Collezione, pursuant to which our Company was granted a call option to acquire 70.0% of the share capital of E Collezione, details of which can be found in the section entitled Interested Person Transactions of this Offer Document; and The Service Agreements of Melvin Goh and Andy Goh, each dated 6 December 2013, details of which can be found in the section entitled Directors, Executive Ofcers and Employees Service Agreements of the Offer Document.

(b)

(c)

(d)

(e)

(f)

(g)

164

MISCELLANEOUS 12. There has been no previous issue of Shares by our Company or offer for sale of our Shares to the public within the two (2) years preceding the date of this Offer Document. There has not been any public take-over offer by a third party in respect of our Shares, or by our Company in respect of shares of another corporation or units of a business trust, which has occurred between 1 April 2012 and the Latest Practicable Date. Save as disclosed in the sub-section entitled Management, Underwriting and Placement Arrangements under this section of this Offer Document, no commission, discount or brokerage has been paid or other special terms granted within the two (2) years preceding the Latest Practicable Date or is payable to any Director, promoter, expert, proposed director or any other person for subscribing for and/or purchasing or agreeing to subscribe for and/or purchase or procuring or agreeing to procure subscription for and/or purchase of any shares in or debentures of our Company or any of our subsidiaries. Application monies received by our Company in respect of successful applications (including successful applications which are subsequently rejected) will be placed in a separate non-interest bearing account with the Receiving Bank. Any refund of all or part of the application monies to unsuccessful or partially successful applicants will be made without any interest or any share of revenue or any other benet arising therefrom. Save as disclosed in this Offer Document, the nancial condition and operations of our Group are not likely to be affected by any of the following: (a) known trends or demands, commitments, events or uncertainties that will result in or are reasonably likely to result in our Groups liquidity increasing or decreasing in any material way; material commitments for capital expenditure; unusual or infrequent events or transactions or any signicant economic changes that may materially affect the amount of reported income from operations; and known trends or uncertainties that have had or that we reasonably expect to have a material favourable or unfavourable impact on revenues or operating income.

13.

14.

15.

16.

(b) (c)

(d)

17.

Save as disclosed in this Offer Document, our Directors are not aware of any event which has occurred between the end of 1Q2014 and the Latest Practicable Date, which may have a material effect on the nancial position and results of operations of our Group or the nancial information provided in this Offer Document. We currently have no intention of changing the auditors of the companies in our Group after the listing of our Company on Catalist. Details including the name, address and professional qualications (including membership in a professional body) of the auditors of our Company for the Period under Review and up to the date of lodgement of this Offer Document are as follows:
Professional Qualication Chartered Accountant of Singapore

18.

Partner-in-charge Paul Lee Seng Meng

Address RSM Chio Lim LLP 8 Wilkie Road #03-08 Wilkie Edge Singapore 228095

Professional body Institute of Singapore Chartered Accountants

165

MANAGEMENT, UNDERWRITING AND PLACEMENT ARRANGEMENTS 19. Pursuant to the Management and Sponsorship Agreement, our Company appointed CIMB as introducing sponsor to manage the Invitation. CIMB will receive a management fee from our Company for its services rendered in connection with the Invitation. Pursuant to the Underwriting and Placement Agreement, our Company and the Vendors appointed CIMB Securities as the Underwriter to underwrite our offer of the Offer Shares for a commission of three per cent. (3.0%) of the Invitation Price for each Offer Share, payable by our Company and the Vendors (in the proportion in which the Offer Shares are offered by our Company and the Vendors) pursuant to the Invitation. CIMB Securities may, at its absolute discretion, appoint one (1) or more sub-underwriters for the Offer Shares. Pursuant to the Underwriting and Placement Agreement, our Company and the Vendors also appointed CIMB Securities as the Placement Agent to subscribe for and/or purchase or procure subscribers and/or purchasers for the Placement Shares for a placement commission of three per cent. (3.0%) of the Invitation Price for each Placement Share, payable by our Company and the Vendors (in the proportion in which the Offer Shares are offered by our Company and the Vendors) pursuant to the Invitation. CIMB Securities may, at its absolute discretion, appoint one (1) or more sub-placement agents for the Placement Shares. Brokerage payable for the Offer Shares will be paid by our Company to members of the SGX-ST, merchant banks and members of the Association of Banks in Singapore in respect of successful applications made on Application Forms bearing their respective stamps, or to Participating Banks in respect of successful applications made through Electronic Applications at their respective ATMs or their IB websites at the rate of 0.25% of the Invitation Price for each Offer Share or in the case of DBS Bank, 0.75% of the Invitation Price for each Offer Share. In addition, DBS Bank will levy a minimum brokerage fee of S$10,000. Subscribers of the Placement Shares may be required to pay a brokerage fee of up to one per cent. (1.0%) of the Invitation Price to the Placement Agent or its sub-placement agents (including the prevailing GST, if applicable). CIMB may, in its absolute discretion but after prior consultation with our Company and the Vendors, by notice in writing rescind or terminate the Management and Sponsorship Agreement at any time prior to or on the date of commencement of trading of our Shares on Catalist, on the occurrence of certain events, including, inter alia: (a) the issue of a Stop Order by the SGX-ST, acting as agent on behalf of the Authority, or other competent authority in accordance with the SFA, the SFR and/or the Catalist Rules (notwithstanding that a supplementary or replacement offer document is subsequently registered with the SGX-ST pursuant to the SFA, the SFR and/or the Catalist Rules); there shall come to the knowledge of CIMB any breach of the warranties or undertakings in the Management and Sponsorship Agreement or that any of the warranties or undertakings in the Management and Sponsorship Agreement is untrue or incorrect or misleading; any occurrence of a specied event (which is dened as an event occurring after the date of the Management and Sponsorship Agreement and prior to the closing date which, if it had occurred before the date of the Management and Sponsorship Agreement, would have rendered any of the representations, warranties or undertakings contained in the Management and Sponsorship Agreement untrue, incorrect or misleading in any material respect) which comes to the knowledge of CIMB; there shall have been: (i) in the reasonable opinion of CIMB, any adverse change, or any development or event involving a prospective adverse change, in the condition (nancial or otherwise), business, trading position, operations, management, assets, prospects, performance or general affairs of our Company or any of our Group Companies or our Group as a whole; or 166

20.

21.

22.

23.

24.

(b)

(c)

(d)

(ii)

any introduction or prospective introduction of or any change or prospective change in any legislation, regulation, order, notice, policy, rule, guideline or directive (whether or not having the force of law and including, without limitation, any directive, notice or request issued by the Authority, the Securities Industry Council of Singapore, the SGX-ST or any other relevant authorities) in Singapore or elsewhere or in the interpretation or application thereof by any court, government body, regulatory authority or other competent authority in Singapore or elsewhere; or any change, or any development involving a prospective change or any crisis in local, national, regional or international monetary, nancial and capital markets (including stock market, foreign exchange market, inter-bank market or interest rates or money market), political, industrial, economic, legal or monetary conditions, taxation or exchange controls (including, without limitation, the imposition of any moratorium, suspension or material restriction on trading in securities generally on the SGX-ST (including Catalist)); or any event or series of events in the nature of force majeure (as dened in the Management and Sponsorship Agreement); or any proceedings, formal investigations or enquiries are commenced against our Company, any of our Group companies or the Vendors or any Director of our Company or any of our Group companies; or any other occurrence of any nature whatsoever,

(iii)

(iv)

(v)

(vi)

which shall in the reasonable opinion of CIMB (1) results or be likely to result in a adverse uctuation or adverse conditions in the stock market in Singapore or elsewhere; or (2) be likely to materially prejudice the success of the Invitation, subscription or placement of the Invitation Shares (whether in the primary market or in respect of dealings in the secondary market); or (3) make it impracticable, inadvisable, inexpedient or not commercial viable to proceed with any of the transactions contemplated in the Management and Sponsorship Agreement; or (4) be such that no reasonable manager and sponsor would have entered into this Agreement; or (5) result or be likely to result in the issue of a Stop Order by the SGX-ST, acting as agent on behalf of the Authority, or other competent authority pursuant to the SFA, the SFR and/or the Catalist Rules; or (6) make it not commercially viable or otherwise contrary to or outside the usual commercial practices of managers and sponsors in Singapore for the Manager and Sponsor (as the case may be) to observe or perform or be obliged to observe or perform the terms of the Management and Sponsorship Agreement; or (e) without limiting the generality of the foregoing, if it comes to the notice of CIMB (1) any statement contained in this Offer Document or the Application Forms which in the opinion of CIMB has become or been discovered to be untrue, incorrect or misleading in any respect or (2) circumstances or matters have arisen or have been discovered, which would, if this Offer Document was to be issued at that time, constitute in the opinion of CIMB, an omission of material information, and our Company and the Vendors fail to lodge a supplementary or replacement offer document within a reasonable time after being notied of such misrepresentation or omission or fail to promptly take such steps as CIMB may reasonably require to inform investors of the lodgement of such supplementary offer document or document; or the Underwriting and Placement Agreement is terminated pursuant to its provisions.

(f) 25.

The Underwriting and Placement Agreement is conditional upon, inter alia, the Management and Sponsorship Agreement not having been terminated or rescinded pursuant to the provisions of the Management and Sponsorship Agreement.

167

CONSENTS 26. The Independent Auditors and Reporting Accountants have given and have not withdrawn their written consent to the issue of this Offer Document with the inclusion herein of their Independent Auditors Reports on the Audited Combined Financial Statements, the Unaudited Interim Combined Financial Statements and the Unaudited Pro Forma Combined Financial Information as set out in Appendices A, B and C of this Offer Document respectively, in the form and context in which they are respectively included and references to its name in the form and context in which it appears in this Offer Document and to act in such capacity in relation to this Offer Document. The Sponsor, the Underwriter and Placement Agent, the Solicitors to the Invitation and Legal Adviser to our Company on Singapore Law, Solicitors to the Sponsor and the Underwriter and Placement Agent, Legal Adviser to our Company in respect of Malaysian law, the Share Registrar, the Receiving Bank and the Principal Bankers have each given and have not withdrawn their written consents to the issue of this Offer Document with the inclusion herein of their names and references thereto in the form and context in which they respectively appear in this Offer Document and to act in such respective capacities in relation to this Offer Document. Each of the Solicitors to the Invitation and Legal Adviser to our Company on Singapore Law, Solicitors to the Sponsor and the Underwriter and Placement Agent, Legal Adviser to our Company in respect of Malaysian law, the Share Registrar, the Receiving Bank and the Principal Bankers do not make, or purport to make, any statement in this Offer Document or any statement upon which a statement in this Offer Document is based and, to the maximum extent permitted by law, expressly disclaim and take no responsibility for any liability to any person which is based on, or arises out of, the statements, information or opinions in this Offer Document.

27.

28.

RESPONSIBILITY STATEMENT BY OUR DIRECTORS AND THE VENDORS 29. This Offer Document has been seen and approved by our Directors and the Vendors and they collectively and individually accept full responsibility for the accuracy of the information given in this Offer Document and conrm after making all reasonable enquiries, that to the best of their knowledge and belief, this Offer Document constitutes full and true disclosure of all material facts about the Invitation and our Group, and our Directors and the Vendors are not aware of any facts the omission of which would make any statement in this Offer Document misleading. Where information in this Offer Document has been extracted from published or otherwise publicly available sources or obtained from a named source, the sole responsibility of our Directors and the Vendors has been to ensure that such information has been accurately and correctly extracted from those sources and/or reproduced in this Offer Document in its proper form and context.

DOCUMENTS AVAILABLE FOR INSPECTION 30. The following documents or copies thereof may be inspected at our registered ofce at 30 Teban Gardens Crescent, Singapore 608927 during normal business hours for a period of six (6) months from the date of registration of this Offer Document by the SGX-ST acting as agent on behalf of the Authority: (a) (b) (c) the Memorandum and Articles of Association of our Company; the Audited Combined Financial Statements as set out in Appendix A of this Offer Document; the Unaudited Interim Combined Financial Statements as set out in Appendix B of this Offer Document; the Unaudited Pro Forma Combined Financial Information as set out in Appendix C of this Offer Document; the material contracts referred to in this Offer Document; the letters of consent referred to in this Offer Document; and the audited nancial statements of all companies within our Group for FY2011, FY2012 and FY2013. 168

(d)

(e) (f) (g)

APPENDIX A

INDEPENDENT AUDITORS REPORT AND THE AUDITED COMBINED FINANCIAL STATEMENTS FOR THE REPORTING YEARS ENDED 31 MARCH 2011, 2012 AND 2013

EUROSPORTS GLOBAL LIMITED

(Registration No: 201230284Z)

Combined Financial Statements For the Reporting Years Ended 31 March 2011, 2012 and 2013

A-1

INDEPENDENT AUDITORS REPORT ON THE AUDITED COMBINED FINANCIAL STATEMENTS FOR THE REPORTING YEARS ENDED 31 MARCH 2011, 2012 AND 2013 OF EUROSPORTS GLOBAL LIMITED

7 January 2014

The Board of Directors EuroSports Global Limited 30 Teban Gardens Crescent Singapore 608927

Dear Sirs Report on the Combined Financial Statements We have audited the accompanying combined nancial statements of EuroSports Global Limited (the Company) and its subsidiaries (the Group), comprising the combined statement of nancial position as at 31 March 2011, 2012 and 2013, and the combined statement of comprehensive income, combined statement of changes in equity and combined statement of cash ows of the Group for the reporting years ended 31 March 2011, 2012 and 2013, and a summary of signicant accounting policies and other explanatory information, as set out on pages A-4 to A-39. As described in Note 1 to the combined nancial statements, the combined nancial statements for the reporting years ended 31 March 2011, 2012 and 2013 were presented in a manner similar to a poolingof-interest method to give retrospective application to transactions involving entities under common control, as a result of a Restructuring Exercise undertaken. Managements Responsibility for the Financial Statements Management is responsible for the preparation of these combined nancial statements that give a true and fair view in accordance with the provisions of the Singapore Financial Reporting Standards, and for devising and maintaining a system of internal accounting controls sufcient to provide a reasonable assurance that assets are safeguarded against loss from unauthorised use or disposition; and transactions are properly authorised and that they are recorded as necessary to permit the preparation of true and fair statements of comprehensive income and statements of nancial position and to maintain accountability of assets. Independent Auditors Responsibility Our responsibility is to express an opinion on these combined nancial statements based on our audit. We conducted our audit in accordance with Singapore Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the nancial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the combined nancial statements. The procedures selected depend on the auditors judgment, including the assessment of the risks of material misstatement of the combined nancial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entitys preparation of the combined nancial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entitys internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the combined nancial statements. We believe that the audit evidence we have obtained is sufcient and appropriate to provide a basis for our audit opinion.

A-2

INDEPENDENT AUDITORS REPORT ON THE AUDITED COMBINED FINANCIAL STATEMENTS FOR THE REPORTING YEARS ENDED 31 MARCH 2011, 2012 AND 2013 OF EUROSPORTS GLOBAL LIMITED

Opinion In our opinion, the combined nancial statements of the Group are properly drawn up in accordance with the provisions of the Singapore Financial Reporting Standards so as to give a true and fair view of the state of affairs of the Group as at 31 March 2011, 2012 and 2013 and of the results, changes in equity and cash ows of the Group for the reporting years ended 31 March 2011, 2012, and 2013. Restriction on Distribution and Use This report has been prepared solely for inclusion in the Offer Document of the Company in connection with the proposed initial public offering of ordinary shares in the capital of the Company on Catalist of the Singapore Exchange Securities Trading Limited.

Yours faithfully

RSM Chio Lim LLP Public Accountants and Chartered Accountants Singapore 7 January 2014

Partner in charge: Paul Lee Seng Meng A member of the Institute of Singapore Chartered Accountants

A-3

Combined Statements of Comprehensive Income For the Reporting Years Ended 31 March 2011, 2012 and 2013

Notes

2011 $000

2012 $000 113,042 (94,513) 18,529 2,945 97 (92) (3,670) (7,980) (502) 9,327 (1,691) 7,636 7,636

2013 $000 86,368 (69,171) 17,197 4,135 70 (489) (3,362) (8,740) (466) 8,345 (1,626) 6,719 6,719

Revenue Cost of Sales Gross Prot Other Income Interest Income Other Credits (Charges), Net Marketing and Distribution Expenses Administrative Expenses Finance Costs Prot Before Tax Income Tax Expense Prot, Net of Tax Total Comprehensive Income Earnings Per Share (Cents) Basic and diluted

107,178 (94,651) 12,527

5 6 7 7 7 9

1,529 13 18 (2,794) (7,293) (740) 3,260 (534) 2,726 2,726

10

1.21

3.39

2.99

The accompanying notes form an integral part of these nancial statements. A-4

Combined Statements of Financial Position As at 31 March 2011, 2012 and 2013

Notes

2011 $000

2012 $000

2013 $000

ASSETS Non-Current Assets Property, Plant and Equipment Other Assets, Non-Current Other Financial Assets Finance Lease Receivables, Non-Current Total Non-Current Assets Current Assets Inventories Trade and Other Receivables Finance Lease Receivables, Current Other Assets, Current Cash and Cash Equivalents Total Current Assets Total Assets EQUITY AND LIABILITIES Equity Share Capital (Accumulated Losses) Retained Earnings Total Equity Non-Current Liabilities Other Financial Liabilities, Non-Current Other Liabilities, Non-Current Total Non-Current Liabilities Current Liabilities Income Tax Payable Trade and Other Payables Other Financial Liabilities, Current Other Liabilities, Current Total Current Liabilities Total Liabilities Total Equity and Liabilities 22 20 21 534 6,431 7,241 11,113 25,319 26,805 28,807 1,698 7,761 8,057 9,562 27,078 29,481 34,119 1,662 6,443 17,964 5,733 31,802 45,669 54,526 20 21 1,486 1,486 369 2,034 2,403 12,521 1,346 13,867 19 3,500 (1,498) 2,002 3,500 1,138 4,638 3,500 5,357 8,857 15 16 14 17 18 18,241 5,318 23 454 1,367 25,403 28,807 10,668 15,058 23 674 420 26,843 34,119 16,958 6,362 2,985 5,942 32,247 54,526 13 14 12 3,328 8 15 53 3,404 7,242 34 7,276 22,279 22,279

The accompanying notes form an integral part of these nancial statements. A-5

Combined Statements of Changes in Equity For the Reporting Years Ended 31 March 2011, 2012 and 2013

Total Equity $000 Balance at 1 April 2010 Movement in Equity: Total Comprehensive Income for the Year Balance at 31 March 2011 Movements in Equity: Total Comprehensive Income for the Year Dividends (Note 11) Balance at 31 March 2012 Movements in Equity: Total Comprehensive Income for the Year Dividends (Note 11) Closing Balance at 31 March 2013 6,719 (2,500) 8,857 7,636 (5,000) 4,638 2,726 2,002 (724)

Share Capital $000 3,500 3,500 3,500 3,500

(Accumulated Losses) Retained Earnings $000 (4,224) 2,726 (1,498) 7,636 (5,000) 1,138 6,719 (2,500) 5,357

The accompanying notes form an integral part of these nancial statements. A-6

Combined Statements of Cash Flows For the Reporting Years Ended 31 March 2011, 2012 and 2013

2011 $000 Cash Flows From Operating Activities Prot before Tax Adjustment for: Deferred Income Depreciation of Property, Plant and Equipment Losses (Gains) on Disposal of Plant and Equipment Interest Income Interest Expenses Other Financial Assets Written Off Other Assets Written Off Plant and Equipment Written Off Operating Cash Flows before Changes in Working Capital Inventories Trade and Other Receivables Finance Lease Receivables Other Assets Other Liabilities Trade and Other Payables Net Cash Flows From Operations Income Taxes Paid Net Cash Flows From Operating Activities Cash Flows From Investing Activities Purchase of Property, Plant and Equipment (Note 18B) Disposals of Plant and Equipment Interest Received Net Cash Flows Used In Investing Activities Cash Flows From Financing Activities (Decrease) Increase in Other Financial Liabilities Increase from New Borrowings Finance Lease Repayments Dividends Paid to Equity Owners Interest Paid Cash Restricted in Use Over 3 Months Net Cash Flows (Used In) From Financing Activities Net Increase (Decrease) in Cash and Cash Equivalents Cash and Cash Equivalents, Statement of Cash Flows, Beginning Balance Cash and Cash Equivalents, Statement of Cash Flows, Ending Balance (Note 18A) (4,899) (1,172) (740) (6,811) 794 573 1,367 (391) 100 13 (278) 730 1 (13) 740 4,718 3,149 (1,534) 13 3,226 (614) (825) 8,133 (250) 7,883 3,260

2012 $000

2013 $000

9,327 (508) 1,527 (48) (97) 502 15 8 10,726 7,573 (9,740) 19 (220) (2,059) 205 6,504 (527) 5,977

8,345 (448) 1,808 (82) (70) 466 194 10,213 (3,421) 8,696 57 (2,311) (4,069) (1,318) 7,847 (1,662) 6,185

(631) 60 97 (474)

(16,834) 551 70 (16,213)

1,553 (2,626) (4,875) (502) (6,450) (947) 1,367 420

5,311 14,160 (2,855) (2,500) (466) (360) 13,290 3,262 420 3,682

The accompanying notes form an integral part of these nancial statements. A-7

Notes to Combined Financial Statements 31 March 2011, 2012 and 2013

1. 1.1.

General The Company The Company is incorporated in Singapore with limited liability. The Company changed its name to EuroSports Global Limited upon its conversion to a public limited company on 5 December 2013. The combined nancial statements are presented in Singapore dollars and all values are rounded to the nearest thousand ($000) except when otherwise indicated. The principal activities of the Company are those of an investment holding company and the provision of management services to the Group. The principal activities and the details of the subsidiaries are described below. The report is prepared solely for inclusion in the Offer Document in connection with the proposed listing of the Companys shares on Catalist of Singapore Exchange Securities Trading Limited. The registered ofce address of the Company is: 30 Teban Gardens Crescent, Singapore 608927. The Company is situated in Singapore.

1.2.

The Restructuring Exercise The Group was formed through the Restructuring Exercise which involved a series of acquisitions and the rationalisation of the corporate and shareholding structure for the purposes of the Invitation. Pursuant to the Restructuring Exercise, the Company became the holding company of the Group. The Restructuring Exercise involved the following steps: (a) Incorporation of the Company The Company was incorporated on 12 December 2012 in the Republic of Singapore in accordance with the Companies Act as a private limited company with an issued and paidup share capital of S$2.00 comprising two (2) Shares each, held by Melvin Goh and Andy Goh. (b) Incorporation of Spania GTA Asia Pacic Private Ltd. Spania GTA Asia Pacic Private Ltd. was incorporated on 10 October 2012 in the Republic of Singapore in accordance with the Companies Act as a private limited company with an issued and paid-up share capital of S$1.00 comprising one (1) ordinary share, which was wholly-owned by EuroAutomobile Pte. Ltd. (c) Incorporation of deLaCour Asia Pacic Pte. Ltd. deLaCour Asia Pacic Pte. Ltd. was incorporated on 5 November 2012 in the Republic of Singapore in accordance with the Companies Act as a private limited company with an issued and paid-up share capital of S$1.00 comprising one (1) ordinary share, which was wholly-owned by EuroAutomobile Pte. Ltd. (d) Acquisition of Spania GTA Asia Pacic Private Ltd. and deLaCour Asia Pacic Pte. Ltd. On 29 November 2013, the Company entered into a sale and purchase agreement with EuroAutomobile Pte. Ltd. pursuant to which the Company acquired from EuroAutomobile Pte. Ltd. the entire issued and paid-up capital of each of Spania GTA Asia Pacic Private Ltd. and deLaCour Asia Pacic Pte. Ltd. at a nominal consideration of S$1.00 for each of Spania GTA Asia Pacic Private Ltd. and deLaCour Asia Pacic Pte. Ltd. Upon completion of the aforesaid acquisition, each of Spania GTA Asia Pacic Private Ltd. and deLaCour Asia Pacic Pte. Ltd. became wholly-owned subsidiaries of the Company. A-8

1. 1.2.

General (Contd) The Restructuring Exercise (Contd) (e) Acquisition of EuroSports Auto Pte Ltd (EuroSports Auto) On 29 November 2013, the Company entered into a sale and purchase agreement with Melvin Goh and Andy Goh pursuant to which the Company acquired from Melvin Goh and Andy Goh, the entire issued and paid-up capital of EuroSports Auto at an aggregate consideration of S$7,952,859 (the EuroSports Purchase Consideration), which was determined based on the audited Net Tangible Asset of EuroSports Auto as at 31 March 2013. The EuroSports Purchase Consideration was satised by the allotment and issue of an aggregate of 224,999,996 Shares, credited as fully paid in the following manner:
Name of allottee Melvin Goh Andy Goh Total Number of shares issued to such allottee 134,999,998 89,999,998 224,999,996

Upon completion of the aforesaid acquisition, EuroSports Auto became a wholly-owned subsidiary of the Company. (f) Acquisition of EuroAutomobile Pte. Ltd. (EuroAutomobile) On 29 November 2013, the Company entered into a sale and purchase agreement with Melvin Goh and Andy Goh pursuant to which the Company acquired from Melvin Goh and Andy Goh, the entire issued and paid-up capital of EuroAutomobile at a nominal consideration of S$2.00 which was satisfied by the allotment and issue of one (1) Share, credited as fully paid, to each of Melvin Goh and Andy Goh. As at 30 June 2013, EuroAutomobile was in a negative Net Tangible Asset position. As EuroAutomobile was in a negative NTA position at the time of acquisition, EuroAutomobile was acquired at a nominal consideration. Upon completion of the aforesaid acquisition, EuroAutomobile became a wholly-owned subsidiary of the Company. (g) Disposal of shares in Brickfree Pte. Ltd. and E-Elements Pte. Ltd. As part of the Restructuring Exercise to dispose of the non-luxury lifestyle businesses prior to the listing on Catalist,the Company completed the following disposals: (a) On 30 September 2012, EuroSports Auto Pte Ltd disposed 500,000 ordinary shares in Brickfree Pte. Ltd. to Melvin Goh at a cash consideration of S$500,000. Such consideration for Brickfree Pte. Ltd. was based on the initial investment amount by EuroSports Auto Pte Ltd; and On 12 September 2012, EuroSports Auto Pte Ltd transferred 15,000 ordinary shares in E-Elements Pte. Ltd. to Andy Goh at a nominal consideration of S$1.00. The aggregate amount of S$75,000 invested by EuroSports Auto Pte Ltd in E-Elements Pte. Ltd. has since been written-off. The consideration of E-Elements Pte. Ltd. was nominal as it was a loss-making entity. The shareholders loan of S$60,000 and the subscription consideration of S$15,000 were written-off as such payables were deemed not recoverable, taking into consideration that E-Elements Pte. Ltd. was a dormant company with a negative Net Asset Value at the time of the disposal.

(b)

A-9

1. 1.2.

General (Contd) The Restructuring Exercise (Contd) The subsidiaries held by the Company as of the date of this report are as follows:Percentage of equity held by Group

Name of Subsidiary, Country of Incorporation, Place of Operations and Principal Activities

Paid up capital $000

EuroSports Auto Pte Ltd Singapore

(a)

100%

2,000

Trading and distribution of automobiles and automobile related parts and accessories EuroAutomobile Pte. Ltd. (a) Singapore Trading and distribution of automobiles and automobile related parts and accessories; and trading and distribution of watches and related accessories Spania GTA Asia Pacic Private Ltd. (a) (b) Singapore Trading and distribution of automobiles and automobile related parts and accessories deLaCour Asia Pacic Pte. Ltd. (a) (c) Singapore Trading and distribution of watches and related accessories
(a) (b) (c) Audited by RSM Chio Lim LLP in Singapore. Newly incorporated on 10 October 2012 and paid up capital is $1. Newly incorporated on 5 November 2012 and paid up capital is $1.

100%

1,500

100%

(b)

100%

(c)

1.3.

Basis of Preparation and Presentation of the Combined Financial Statements The Groups combined nancial statements for the reporting years ended 31 March 2011, 2012 and 2013 were prepared primarily based on the audited nancial statements of the subsidiaries, EuroSports Auto Pte Ltd and EuroAutomobile Pte. Ltd. The nancial statements of the reporting years ended 31 March 2011 was reaudited by RSM Chio Lim LLP. RSM Chio Lim LLP were the statutory auditors for the reporting years ended 31 March 2012 and 2013. Where individual companies had different reporting year-ends, the nancial statements were re-aligned to 12 months from 1 April to 31 March for the reporting year ended 31 March 2011. The Group restructuring has been accounted for using the pooling-of-interest method. Accordingly, the Groups combined nancial statements for the reporting years ended 31 March 2011, 2012 and 2013 have been prepared as if the Group has been in existence prior to the Restructuring Exercise. The assets and liabilities are brought into the combined statements of nancial position at the existing carrying amounts. The gures of the Group for the reporting years ended 31 March 2011, 2012 and 2013 represent the combined results, state of affairs, changes in equity and cash ows as if the Group, pursuant to the Restructuring Exercise, had existed since 1 April 2010.

A-10

2.

Summary of Signicant Accounting Policies Accounting Convention The financial statements have been prepared in accordance with the Singapore Financial Reporting Standards (FRS) and the related Interpretations to FRS (INT FRS) as issued by the Singapore Accounting Standards Council. The nancial statements are prepared on a going concern basis under the historical cost convention except where an FRS requires an alternative treatment (such as fair values) as disclosed where appropriate in these nancial statements. Basis of Preparation of the Financial Statements The preparation of nancial statements in conformity with generally accepted accounting principles requires the management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the nancial statements and the reported amounts of revenues and expenses during the reporting year. Actual results could differ from those estimates. The estimates and assumptions are reviewed on an ongoing basis. Apart from those involving estimations, management has made judgements in the process of applying the entitys accounting policies. The areas requiring managements most difcult, subjective or complex judgements, or areas where assumptions and estimates are signicant to the nancial statements, are disclosed at the end of this footnote, where applicable. Basis of Presentation The combined nancial statements include the nancial statements made up to the end of the reporting year of the Company and all of its directly and indirectly controlled subsidiaries. The combined nancial statements are the nancial statements of the Group presented as those of a single economic entity. The combined nancial statements are prepared using uniform accounting policies for like transactions and other events in similar circumstances. All signicant intragroup balances and transactions, including prot or loss and other comprehensive income items and dividends are eliminated on consolidation. The results of any subsidiary acquired or disposed of during the reporting year are accounted for from the respective dates of acquisition or up to the date of disposal which is the date on which effective control is obtained of the acquired business until that control ceases. Changes in the Groups ownership interest in a subsidiary that do not result in the loss of control are accounted for within equity. When the Group loses control of a subsidiary it derecognises the assets and liabilities and related equity components from the former subsidiary. Any gain or loss is recognised in prot or loss. Any investment retained in the former subsidiary is measured at its fair value at the date when control is lost and is subsequently accounted as available-for-sale nancial assets in accordance with FRS 39. Revenue Recognition The revenue amount is the fair value of the consideration received or receivable from the gross inow of economic benets during the reporting year arising from the course of the activities of the entity and it is shown net of any related sales taxes, estimated returns and rebates. Revenue from the sale of goods is recognised when signicant risks and rewards of ownership are transferred to the buyer, there is neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold, and the amount of revenue and the costs incurred or to be incurred in respect of the transaction can be measured reliably. Revenue from rendering of services that are not signicant transactions is recognised as the services are provided or when the signicant acts have been completed. Interest is recognised using the effective interest method. Rental revenue is recognised on a time-proportion basis that takes into account the effective yield on the asset on a straight-line basis over the lease term.

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Summary of Signicant Accounting Policies (Contd) Employee Benets Contributions to dened contribution retirement benet plans are recorded as an expense as they fall due. The entitys legal or constructive obligation is limited to the amount that it agrees to contribute to an independently administered fund which is the Central Provident Fund in Singapore (a government managed retirement benet plan). For employee leave entitlement the expected cost of short-term employee benets in the form of compensated absences is recognised in the case of accumulating compensated absences, when the employees render service that increases their entitlement to future compensated absences; and in the case of non-accumulating compensated absences, when the absences occur. A liability for bonuses is recognised where the entity is contractually obliged or where there is constructive obligation based on past practice. Income Tax The income taxes are accounted using the asset and liability method that requires the recognition of taxes payable or refundable for the current year and deferred tax liabilities and assets for the future tax consequence of events that have been recognised in the nancial statements or tax returns. The measurements of current and deferred tax liabilities and assets are based on provisions of the enacted or substantially enacted tax laws; the effects of future changes in tax laws or rates are not anticipated. Income tax expense represents the sum of the tax currently payable and deferred tax. Current and deferred income taxes are recognised as income or as an expense in prot or loss unless the tax relates to items that are recognised in the same or a different period outside prot or loss. For such items recognised outside prot or loss the current tax and deferred tax are recognised (a) in other comprehensive income if the tax is related to an item recognised in other comprehensive income; and (b) directly in equity if the tax is related to an item recognised directly in equity. Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same income tax authority. The carrying amount of deferred tax assets is reviewed at end of each reporting year and is reduced, if necessary, by the amount of any tax benets that, based on available evidence, are not expected to be realised. A deferred tax amount is recognised for all temporary differences, unless the deferred tax amount arises from the initial recognition of an asset or liability in a transaction which (i) is not a business combination; and (ii) at the time of the transaction, affects neither accounting prot nor taxable prot (tax loss). A deferred tax liability or asset is recognised for all taxable temporary differences associated with investments in subsidiaries except where the reporting entity is able to control the timing of the reversal of the taxable temporary difference and it is probable that the taxable temporary difference will not reverse in the foreseeable future or for deductible temporary differences, they will not reverse in the foreseeable future and they cannot be utilised against taxable prots. Foreign Currency Transactions The functional currency is the Singapore dollar as it reects the primary economic environment in which the entity operates. Transactions in foreign currencies are recorded in the functional currency at the rates ruling at the dates of the transactions. At the end of each reporting year, recorded monetary balances and balances measured at fair value that are denominated in non-functional currencies are reported at the rates ruling at the end of the reporting year and fair value dates respectively. All realised and unrealised exchange adjustment gains and losses are dealt with in prot or loss except when recognised in other comprehensive income and if applicable deferred in equity such as for qualifying cash ow hedges. The presentation is in the functional currency. Borrowing Costs All borrowing costs that are interest and other costs incurred in connection with the borrowing of funds that are directly attributable to the acquisition, construction or production of a qualifying asset that necessarily take a substantial period of time to get ready for their intended use or sale are capitalised as part of the cost of that asset until substantially all the activities necessary to prepare the qualifying asset for its intended use or sale are complete. Other borrowing costs are recognised as an expense in the period in which they are incurred. The interest expense is calculated using the effective interest rate method.

A-12

2.

Summary of Signicant Accounting Policies (Contd) Property, Plant and Equipment Depreciation is provided on a straight-line basis to allocate the gross carrying amounts of the assets less their residual values over their estimated useful lives of each part of an item of these assets. The annual rates of depreciation are as follows: Plant and equipment Renovations Motor vehicles Leasehold property and improvements 20% to 100% 20% 20% 8% - 16% (over remaining lease term)

An asset is depreciated when it is available for use until it is derecognised even if during that period the item is idle. Fully depreciated assets still in use are retained in the nancial statements. Property, plant and equipment are carried at cost on initial recognition and after initial recognition at cost less any accumulated depreciation and any accumulated impairment losses. The gain or loss arising from the derecognition of an item of property, plant and equipment is determined as the difference between the net disposal proceeds, if any, and the carrying amount of the item and is recognised in prot or loss. The residual value and the useful life of an asset is reviewed at least at the end of each reporting year and, if expectations differ signicantly from previous estimates, the changes are accounted for as a change in an accounting estimate, and the depreciation charge for the current and future periods are adjusted. Cost also includes acquisition cost, borrowing cost capitalised and any cost directly attributable to bringing the asset or component to the location and condition necessary for it to be capable of operating in the manner intended by management. Subsequent costs are recognised as an asset only when it is probable that future economic benets associated with the item will ow to the entity and the cost of the item can be measured reliably. All other repairs and maintenance are charged to prot or loss when they are incurred. Leases Whether an arrangement is, or contains, a lease, it is based on the substance of the arrangement at the inception date, that is, whether (a) fullment of the arrangement is dependent on the use of a specic asset or assets (the asset); and (b) the arrangement conveys a right to use the asset. Leases are classied as nance leases if substantially all the risks and rewards of ownership are transferred to the lessee. All other leases are classied as operating leases. At the commencement of the lease term, a nance lease is recognised as an asset and as a liability in the statement of nancial position at amounts equal to the fair value of the leased asset or, if lower, the present value of the minimum lease payments, each determined at the inception of the lease. The discount rate used in calculating the present value of the minimum lease payments is the interest rate implicit in the lease, if this is practicable to determine; if not, the lessees incremental borrowing rate is used. Any initial direct costs of the lessee are added to the amount recognised as an asset. The excess of the lease payments over the recorded lease liability are treated as nance charges which are allocated to each reporting year during the lease term so as to produce a constant periodic rate of interest on the remaining balance of the liability. Contingent rents are charged as expenses in the reporting year in which they are incurred. The assets are depreciated as owned depreciable assets. Leases where the lessor effectively retains substantially all the risks and benets of ownership of the leased assets are classied as operating leases. For operating leases, lease payments are recognised as an expense in prot or loss on a straight-line basis over the term of the relevant lease unless another systematic basis is representative of the time pattern of the users benet, even if the payments are not on that basis. Lease incentives received are recognised in prot or loss as an integral part of the total lease expense. Rental income from operating leases is recognised in prot or loss on a straight-line basis over the term of the relevant lease unless another systematic basis is representative of the time pattern of the users benet, even if the payments are not on that basis. Initial direct cost incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight-line basis over the lease term.

A-13

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Summary of Signicant Accounting Policies (Contd) Finance Leases of Lessor An amount due from a lessee is recognised as receivables at an amount equal to the net investment in the lease. The recognition of nance income is based on a pattern reecting a constant periodic rate of return on the lessors net investment outstanding in respect of the nance leases. Rental income from operating leases is recognised on a straight-line basis over the term of the relevant lease. Subsidiaries A subsidiary is an entity including unincorporated and special purpose entity that is controlled by the Group. Control is the power to govern the nancial and operating policies of an entity so as to obtain benets from its activities accompanying a shareholding of more than one half of the voting rights or the ability to appoint or remove the majority of the members of the Board of Directors or to cast the majority of votes at meetings of the Board of Directors. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Group controls another entity. Business Combinations Business combinations are accounted for by applying the acquisition method. There were none during the reporting years. Impairment of Non-Financial Assets Irrespective of whether there is any indication of impairment, an annual impairment test is performed at the same time every year on an intangible asset with an indenite useful life or an intangible asset not yet available for use. The carrying amount of other non-nancial assets is reviewed at the end of each reporting year for indications of impairment and where an asset is impaired, it is written down through prot or loss to its estimated recoverable amount. The impairment loss is the excess of the carrying amount over the recoverable amount and is recognised in prot or loss. The recoverable amount of an asset or a cash-generating unit is the higher of its fair value less costs to sell and its value in use. In assessing value in use, the estimated future cash ows are discounted to their present value using a pre-tax discount rate that reects current market assessments of the time value of money and the risks specic to the asset. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identiable cash ows (cash-generating units). At the end of each reporting year, non-nancial assets other than goodwill with impairment loss recognised in prior periods are assessed for possible reversal of the impairment. An impairment loss is reversed only to the extent that the assets carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised. Inventories Automobiles and watches held for sale are measured at the lower of cost (specic identication method) and net realisable value. Inventories other than automobiles and watches are measured at the lower of cost (weighted average method) and net realisable value. Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale. A write down on cost is made where the cost is not recoverable or if the selling prices have declined. Cost includes all costs of purchase, costs of conversion and other costs incurred in bringing the inventories to their present location and condition.

A-14

2.

Summary of Signicant Accounting Policies (Contd) Financial Assets Initial recognition, measurement and derecognition: A nancial asset is recognised on the statement of nancial position when, and only when, the entity becomes a party to the contractual provisions of the instrument. The initial recognition of nancial assets is at fair value normally represented by the transaction price. The transaction price for nancial asset not classied at fair value through prot or loss includes the transaction costs that are directly attributable to the acquisition or issue of the nancial asset. Transaction costs incurred on the acquisition or issue of nancial assets classied at fair value through prot or loss are expensed immediately. The transactions are recorded at the trade date. Irrespective of the legal form of the transactions performed, nancial assets are derecognised when they pass the substance over form based on the derecognition test prescribed by FRS 39 relating to the transfer of risks and rewards of ownership and the transfer of control. Subsequent measurement: Subsequent measurement based on the classication of the nancial assets in one of the following four (4) categories under FRS 39 is as follows: 1. Financial assets at fair value through prot or loss: As at end of the reporting year dates there were no nancial assets classied in this category. Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. Assets that are for sale immediately or in the near term are not classied in this category. These assets are carried at amortised costs using the effective interest method (except that short-duration receivables with no stated interest rate are normally measured at original invoice amount unless the effect of imputing interest would be signicant) minus any reduction (directly or through the use of an allowance account) for impairment or uncollectibility. Impairment charges are provided only when there is objective evidence that an impairment loss has been incurred as a result of one or more events that occurred after the initial recognition of the asset (a loss event) and that loss event (or events) has an impact on the estimated future cash ows of the nancial asset or group of nancial assets that can be reliably estimated. The methodology ensures that an impairment loss is not recognised on the initial recognition of an asset. Losses expected as a result of future events, no matter how likely, are not recognised. For impairment, the carrying amount of the asset is reduced through use of an allowance account. The amount of the loss is recognised in prot or loss. An impairment loss is reversed if the reversal can be related objectively to an event occurring after the impairment loss was recognised. Typically the trade and other receivables are classied in this category. Held-to-maturity nancial assets: As at end of the reporting year dates there were no nancial assets classied in this category. Available-for-sale nancial assets: As at end of the reporting year dates there were no nancial assets classied in this category.

2.

3.

4.

Cash and Cash Equivalents Cash and cash equivalents include bank and cash balances, on demand deposits and any highly liquid debt instruments purchased with an original maturity of three (3) months or less. For the statement of cash ows the item includes cash and cash equivalents less cash subject to restriction and bank overdrafts payable on demand that form an integral part of cash management.

A-15

2.

Summary of Signicant Accounting Policies (Contd) Hedging The entity is exposed to currency and interest rate risks. The policy is to reduce currency and interest rate exposures through derivatives and other hedging instruments. From time to time, there may be borrowings and foreign exchange arrangements or interest rate swap contracts or similar instruments entered into as hedges against changes in interest rates, cash ows or the fair value of the nancial assets and liabilities. They are carried at fair value. The gain or loss from remeasuring these hedging or other arrangement instruments at fair value are recognised in prot or loss. The derivatives and other hedging instruments used are described below in the notes to the nancial statements. Derivatives All derivatives are initially recognised and subsequently carried at fair value. Accounting for derivatives engaged in hedging relationships is described in the above section. Certain derivatives are entered into in order to hedge some transactions and all the strict hedging criteria prescribed by FRS 39 are not met. In those cases, even though the transaction has its economic and business rationale, hedge accounting cannot be applied. As a result, changes in the fair value of those derivatives are recognised directly in prot or loss and the hedged item follows normal accounting policies. Financial Liabilities Initial recognition, measurement and derecognition: A nancial liability is recognised on the statement of nancial position when, and only when, the entity becomes a party to the contractual provisions of the instrument and it is derecognised when the obligation specied in the contract is discharged or cancelled or expires. The initial recognition of nancial liability is at fair value normally represented by the transaction price. The transaction price for nancial liability not classied at fair value through prot or loss includes the transaction costs that are directly attributable to the acquisition or issue of the nancial liability. Transaction costs incurred on the acquisition or issue of nancial liability classied at fair value through prot or loss are expensed immediately. The transactions are recorded at the trade date. Financial liabilities including bank and other borrowings are classied as current liabilities unless there is an unconditional right to defer settlement of the liability for at least 12 months after the end of the reporting year. Subsequent measurement: Subsequent measurement based on the classication of the nancial liabilities in one of the following two (2) categories under FRS 39 is as follows: 1. Liabilities at fair value through prot or loss: Financial guarantee contracts if signicant are initially recognised at fair value and are subsequently measured at the greater of (a) the amount determined in accordance with FRS 37; and (b) the amount initially recognised less, where appropriate, cumulative amortisation recognised in accordance with FRS 18. All changes in fair value relating to liabilities at fair value through prot or loss are charged to prot or loss as incurred. Other nancial liabilities: All liabilities, which have not been classied in the previous category fall into this residual category. These liabilities are carried at amortised cost using the effective interest method. Trade and other payables and borrowings are usually classied in this category. Items classied within current trade and other payables are not usually remeasured, as the obligation is usually known with a high degree of certainty and settlement is short-term.

2.

A-16

2.

Summary of Signicant Accounting Policies (Contd) Fair Value of Financial Instruments The carrying values of current nancial instruments approximate their fair values due to the shortterm maturity of these instruments. Disclosures of fair value are not made when the carrying amount of current nancial instruments is a reasonable approximation of fair value. The fair values of non-current nancial instruments may not be disclosed separately unless there are signicant differences at the end of the reporting year and in the event the fair values are disclosed in the relevant notes. The maximum exposure to credit risk is the fair value of the nancial instruments at the end of the reporting year. The fair value of a nancial instrument is derived from an active market or by using an acceptable valuation technique. The appropriate quoted market price for an asset held or liability to be issued is usually the current bid price without any deduction for transaction costs that may be incurred on sale or other disposal and, for an asset to be acquired or for liability held, the asking price. If there is no market, or the markets available are not active, the fair value is established by using an acceptable valuation technique. The fair value measurements are classied using a fair value hierarchy of 3 levels that reects the signicance of the inputs used in making the measurements, that is, Level 1 for the use of quoted prices (unadjusted) in active markets for identical assets or liabilities; Level 2 for the use of inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and Level 3 for the use of inputs for the asset or liability that are not based on observable market data (unobservable inputs). The level is determined on the basis of the lowest level input that is signicant to the fair value measurement in its entirety. Where observable inputs that require signicant adjustment based on unobservable inputs, that measurement. Government Grants A government grant is recognised at fair value when there is reasonable assurance that the conditions attaching to it will be complied with and that the grant will be received. A grant in recognition of specic expenses is recognised as income over the periods necessary to match them with the related costs that they are intended to compensate, on a systematic basis. A grant related to depreciable assets is allocated to income over the period in which such assets are used in the project subsidised by the grant. A government grant related to assets, including nonmonetary grants at fair value, is presented in the statement of nancial position. The interest saved from government loans is regarded as additional government grant. Equity Equity instruments are contracts that give a residual interest in the net assets of the Company. Ordinary shares are classied as equity. Equity instruments are recognised at the amount of proceeds received net of incremental costs directly attributable to the transaction. Dividends on equity are recognised as liabilities when they are declared. Interim dividends are recognised when declared by the Directors. Provisions A liability or provision is recognised when there is a present obligation (legal or constructive) as a result of a past event, it is probable that an outow of resources embodying economic benets will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Provisions are made using best estimates of the amount required in settlement and where the effect of the time value of money is material, the amount recognised is the present value of the expenditures expected to be required to settle the obligation using a pre-tax rate that reects current market assessments of the time value of money and the risks specic to the obligation. The increase in the provision due to passage of time is recognised as interest expense. Changes in estimates are reected in prot or loss in the reporting year they occur.

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Summary of Signicant Accounting Policies (Contd) Warranty Provisions A provision is made for the estimated cost of product warranties at the time revenue is recognised. The warranty provision is established based upon best estimates of the amounts necessary to settle future and existing claims on products sold as of the end of each reporting year. As new products incorporating complex technologies are continuously introduced, and as regulations and practices may change, changes in these estimates could result in additional allowances or changes to recorded allowances being required in future periods. Critical Judgements, Assumptions and Estimation Uncertainties The critical judgements made in the process of applying the accounting policies that have the most signicant effect on the amounts recognised in the nancial statements and the key assumptions concerning the future, and other key sources of estimation uncertainty at the end of each reporting year, that have a signicant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next reporting year are discussed below. These estimates and assumptions are periodically monitored to ensure they incorporate all relevant information available at the date when nancial statements are prepared. However, this does not prevent actual gures differing from estimates. Net realisable value of inventories: A review is made periodically on inventory for excess inventory and declines in net realisable value below cost and an allowance is recorded against the inventory balance for any such declines. These reviews require management to consider the future demand for the products. In any case the realisable value represents the best estimate of the recoverable amount and is based on the acceptable evidence available at the end of each reporting year and inherently involves estimates regarding the future expected realisable value. The usual considerations for determining the amount of allowance or write-down include ageing analysis, technical assessment and subsequent events. In general, such an evaluation process requires signicant judgement and materially affects the carrying amount of inventories at the end of each reporting year. Possible changes in these estimates could result in revisions to the stated value of the inventories. The carrying amount of inventories at 31 March 2013 was approximately $16,958,000. Useful lives of property, plant and equipment: The estimates for the useful lives and related depreciation charges for property, plant and equipment is based on commercial and other factors which could change signicantly as a result of innovations and in response to market conditions. The depreciation charge is increased where useful lives are less than previously estimated lives, or the carrying amounts written off or written down for technically obsolete items or assets that have been abandoned. It is impracticable to disclose the extent of the possible effects. It is reasonably possible, based on existing knowledge, that outcomes within the next reporting year that are different from assumptions could require a material adjustment to the carrying amount of the balances affected. The carrying amount of the specic asset (or class of assets) at 31 March 2013 affected by the assumption was approximately $2,295,000. Allowance for doubtful accounts: An allowance is made for doubtful accounts for estimated losses resulting from the subsequent inability of the customers to make required payments. If the nancial conditions of the customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required in future periods. Management generally analyses accounts receivables and analyses historical bad debts, customer concentrations, customer creditworthiness, and changes in customer payment terms when evaluating the adequacy of the allowance for doubtful accounts. To the extent that it is feasible, impairment and uncollectibility is determined individually for each item. In cases where that process is not feasible, a collective evaluation of impairment is performed. At the end of each reporting year, the receivables carrying amount approximates the fair value and the carrying amounts might change materially within the next reporting year but these changes would not arise from assumptions or other sources of estimation uncertainty at the end of each reporting year. The carrying amount of receivables is disclosed in Note 16.

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Summary of Signicant Accounting Policies (Contd) Critical Judgements, Assumptions and Estimation Uncertainties (Contd) Deposit payments made to automobile manufacturers: The Group is required by automobile manufacturers to make deposit payments upon placement of orders for new automobiles from time to time. In the event that such automobile manufacturers are unable to deliver the orders and the deposit payments are not refunded, fully or partially, an impairment will be required. At the end of the reporting year, management is of the view that the deposit payment carrying amount approximates the fair value and the carrying amounts might change materially within the next reporting year but the changes would not arise from assumptions or other sources of estimation uncertainty at the end of the reporting year. The carrying amount of deposits is disclosed in Note 17.

3.

Related Party Relationships and Transactions FRS 24 denes a related party as a person or entity that is related to the reporting entity and it includes (a) A person or a close member of that persons family if that person: (i) has control or joint control over the reporting entity; (ii) has signicant inuence over the reporting entity; or (iii) is a member of the key management personnel of the reporting entity or of a parent of the reporting entity. (b) An entity is related to the reporting entity if any of the following conditions apply: (i) The entity and the reporting entity are members of the same Group; (ii) One entity is an associate or joint venture of the other entity; (iii) Both entities are joint ventures of the same third party; (iv) One entity is a joint venture of a third entity and the other entity is an associate of the third entity; (v) The entity is a post-employment benet plan for the benet of employees of either the reporting entity or an entity related to the reporting entity; (vi) The entity is controlled or jointly controlled by a person identied in (a); (vii) A person identied in (a) (i) has signicant inuence over the entity or is a member of the key management personnel of the entity (or of a parent of the entity). The ultimate controlling party is Goh Kim San, an Executive Director of the Company.

3.1

Related parties other than related companies: There are transactions and arrangements between the reporting entity and related parties and the effects of these on the basis determined between the parties are reected in these nancial statements. The current related party balances are unsecured without xed repayment terms and interest unless stated otherwise. For any signicant non-current balances and signicant nancial guarantees an interest or charge is charged or imputed unless stated otherwise. Signicant related party transactions: In addition to the transactions and balances disclosed elsewhere in the notes to the nancial statements, this item includes the following:
Related parties 2011 $000 Commission income Rental income Interest income Sales of parts Sales of watches Handling fee income Purchase of automobiles 72 48 182 31 2012 $000 566 22 217 37 (165) 2013 $000 1,689 67 82 526 91

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3. 3.1

Related Party Relationships and Transactions (Contd) Related parties other than related companies (contd):
2011 $000 Sale of car registration numbers Sale of watches Sale of automobiles Guarantors fees expenses 100 (134) Directors 2012 $000 2013 $000 46 36 434

Related parties are companies in which the Directors have an interest in and exercise inuence. 3.2 Key management compensation:
2011 $000 Salaries and other short-term employee benets 2,012 2012 $000 1,721 2013 $000 830

The above amounts are included under employee benets expense. Included in the above amounts are the following items:
2011 $000 Remuneration of Directors of the Group 2,012 2012 $000 1,721 2013 $000 830

Key management personnel are the Directors and those persons having authority and responsibility for planning, directing and controlling the activities of the Group, directly or indirectly. The above amounts for key management compensation are for all the Directors. 3.3. Other receivables from and other payables to related parties: The trade transactions and the trade receivables and payables balances arising from sales and purchases of goods and services are disclosed elsewhere in the notes to the nancial statements. The movements in other receivables from and other payables to related parties are as follows:
Related parties 2012 $000

2011 $000 Other receivables (Other payables): Balance at beginning of the year Amounts paid in and settlement of liabilities on behalf of the Group Amounts paid out and settlement of liabilities on behalf of related parties Commission income Rental income Interest income Handling fee income Related party other payable written back Bad debts written off Balance at end of the year Presented as follows: Other receivables (Note 16) Other payables (Note 22) Net

2013 $000

1,303 (1,485) 2,066 72 48 31 2,035

2,035 (12,544) 13,114 566 22 37 230 (60) 3,400

3,400 (30,188) 28,713 1,689 67 91 3,772

3,364 (1,329) 2,035

4,495 (1,095) 3,400

4,857 (1,085) 3,772

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3. 3.3.

Related Party Relationships and Transactions (Contd) Other receivables from and other payables to related parties (contd):
2011 $000 (Other payables) Other receivables: Balance at beginning of the year Amounts paid out and settlement of liabilities on behalf of the Directors Amounts paid in and settlement of liabilities on behalf of the Group Guarantors fee expenses Balance at end of the year Presented as follows: Other receivables (Note 16) Other payables (Note 22) Net Directors 2012 $000 2013 $000

(2,341) 2,897 (134) 422

422 5,453 (5,925) (50)

(50) 2,550 (2,500)

422 422

(50) (50)

4.

Revenue
2011 $000 Sale of automobiles Sale of parts and servicing Sale of watches 102,237 4,941 107,178 2012 $000 108,207 4,835 113,042 2013 $000 78,530 5,566 2,272 86,368

5.

Other Income
2011 $000 Commission income Rental income Deferred income (Note 21A) Other income 692 511 326 1,529 2012 $000 1,378 600 508 459 2,945 2013 $000 2,542 606 448 539 4,135

6.

Other Credits (Charges)

2011 $000 Allowance for impairment on trade receivables Bad trade debts written off Bad debts written off related party other receivables Foreign exchange adjustment gains (losses) (Losses) gains on disposal of plant and equipment Government grant income Other nancial assets written off Other asset written off Others Related party other payable written back Plant and equipment written off Net (68) 87 (1) 18 2012 $000 (112) (63) (60) (117) 48 5 (15) (8) 230 (92) 2013 $000 (182) (205) 82 5 5 (194) (489)

A-21

7.

Marketing and Distribution Expenses, Administrative Expenses and Finance Costs The major components include the following:
2011 $000 Marketing and distribution expenses Entertainment Advertising and promotions Sales commission expense Administrative expenses Depreciation expense Employee benets expense IPO expense Finance costs This is for interest expense. 730 3,963 1,527 4,036 1,808 3,666 713 524 933 797 560 1,580 990 650 1,590 755 2012 $000 2013 $000

8.

Employee Benets Expense

2011 $000 Employee benets expense Contributions to dened contribution plan Other benets Total employee benets expense Presented as follows: Cost of sales Marketing and distribution expenses (Note 7) Administrative expenses (Note 7) Total employee benets expense 307 797 3,963 5,067 246 990 4,036 5,272 283 755 3,666 4,704 4,650 298 119 5,067 2012 $000 4,834 319 119 5,272 2013 $000 4,204 349 151 4,704

9. 9A.

Income Tax Components of tax expense recognised in prot or loss include:

2011 $000 Current tax expense: Current tax expense Under adjustments to current tax in respect of prior periods Total 534 534 1,691 1,691 1,600 26 1,626 2012 $000 2013 $000

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9. 9A.

Income Tax (Contd) Components of tax expense recognised in prot or loss include (contd): The income tax in prot or loss varied from the amount of income tax amount determined by applying the Singapore income tax rate of 17% to prot or loss before income tax as a result of the following differences:
2011 $000 Prot before tax Income tax expense at the above rate Not deductible items Tax exemption Under adjustment to tax in respect of prior periods Deferred tax assets not recognised (reversed) Other items less than 3% each Total income tax expense 3,260 554 60 (26) (31) (23) 534 2012 $000 9,327 1,585 164 (26) 3 (35) 1,691 2013 $000 8,345 1,419 250 (26) 26 (91) 48 1,626

There are no income tax consequences of dividends to owners of the Company. 9B. Deferred tax expense recognised in prot or loss include:
2011 $000 Excess of tax value over net book value of plant and equipment Tax losses carryforwards Deferred tax assets not recognised (reversed) Total deferred tax expense recognised in prot or loss 2012 $000 2013 $000

31 (31)

8 (11) 3

(20) 111 (91)

9C.

Deferred tax balance in the statements of nancial position:

2011 $000 Deferred tax assets recognised in prot or loss: Excess of tax value over net book value of plant and equipment Tax losses carryforwards Deferred tax assets not recognised Net 30 552 (582) 22 563 (585) 42 452 (494) 2012 $000 2013 $000

No deferred tax asset (on deductible temporary differences and unused tax losses) has been recognised in respect of the above balance. The realisation of the future income tax benets from tax loss carryforwards of $3,247,000, $3,312,000 and $2,659,000 for the reporting years ended 31 March 2011, 2012 and 2013 respectively and temporary differences from capital allowances of $176,000, $129,000 and $247,000 for the reporting years ended 31 March 2011, 2012 and 2013 respectively are available for an unlimited future period subject to the conditions imposed by law including the retention of majority shareholders as dened.

A-23

10.

Earnings Per Share Basic earnings per share amount is calculated by dividing the prot attributable to ordinary equity holders of the Company by the weighted average number of pre-invitation ordinary shares of no par value as follows:
2011 $000 Net prot attributable to ordinary equity holders of the Company 2012 $000 2013 $000

2,726 000

7,636 000 225,000

6,719 000 225,000

Weighted average number of pre-invitation shares

225,000

Diluted earnings per share is similar to basic earnings per share as there were no potential dilutive ordinary shares existing during the relevant period. 11. Dividends on Equity Shares
2011 $000 Final tax exempt (1-tier) dividend paid of $0.50 per share Interim tax exempt (1-tier) dividend paid of $1.50 per share Interim tax exempt (1-tier) dividend paid of $0.50 per share Interim tax exempt (1-tier) dividend paid of $1.25 per share 2012 $000 1,000 3,000 1,000 5,000 2013 $000 2,500 2,500

The dividends were paid in respect of the 2,000,000 shares of EuroSports Auto Pte Ltd to the shareholders of EuroSports Auto Pte Ltd prior to the completion of the Restructuring Exercise. 12. Property, Plant and Equipment
Construction Plant and in progress equipment $000 Cost: At 1 April 2010 Additions Disposals Write-offs At 31 March 2011 Additions Disposals Write-offs At 31 March 2012 Additions Disposals Write-offs At 31 March 2013 16,297 16,297 523 121 (201) 443 345 (58) 730 99 (95) 734 1,220 527 (138) 1,609 772 (162) 2,219 891 (870) 2,240 812 262 (207) 867 286 (24) 1,129 221 (436) 914 3,401 3,401 4,050 7,451 7,451 5,956 910 (138) (408) 6,320 5,453 (162) (82) 11,529 17,508 (870) (531) 27,636 $000 Motor vehicles $000 Leasehold property and Renovations improvements $000 $000

Total $000

A-24

12.

Property, Plant and Equipment (Contd)

Construction Plant and in progress equipment $000 $000 Accumulated depreciation: At 1 April 2010 Depreciation for the year Disposals Write-offs At 31 March 2011 Depreciation for the year Disposals Write-offs At 31 March 2012 Depreciation for the year Disposals Write-offs At 31 March 2013 Net book value: At 1 April 2010 At 31 March 2011 At 31 March 2012 At 31 March 2013 Motor vehicles $000 Leasehold property and Renovations improvements $000 $000

Total $000

307 102 (201) 208 126 (58) 276 180 (91) 365

490 206 (37) 659 256 (150) 765 496 (401) 860

275 160 (207) 228 211 (24) 415 199 (246) 368

1,635 262 1,897 934 2,831 933 3,764

2,707 730 (37) (408) 2,992 1,527 (150) (82) 4,287 1,808 (401) (337) 5,357

16,297

216 235 454 369

730 950 1,454 1,380

537 639 714 546

1,766 1,504 4,620 3,687

3,249 3,328 7,242 22,279

Also see Note 21A. a) b) c) d) Depreciation expense is included under administrative expenses. Certain items are under nance lease agreements (see Note 20). Certain motor vehicles are held in trust by the Executive Directors. Construction in progress includes the acquisition costs of 7 and 9 Chang Charn Road, Singapore 159638 of $15,771,000 and cost of construction of an additional showroom at 30 Teban Gardens Crescent, Singapore 609827 of $526,000. Pursuant to a conditional sale and purchase agreement dated 4 July 2012 between EuroSports Auto Pte Ltd and RBC Dexia Trust Services Singapore Limited (in its capacity as trustee of Cambridge Industrial Trust) (the Purchaser), EuroSports Auto Pte Ltd has agreed to sell its leasehold interest in respect of 30 Teban Gardens Crescent Singapore 608927, comprising the land, building and all mechanical and electrical equipment installed therein, to the Purchaser for a consideration of $41.0 million. It is a condition that EuroSports Auto Pte Ltd must obtain from Jurong Town Council (JTC) a further leasehold term of 22 years and written conrmation from JTC that all terms and conditions imposed by JTC have been fullled and that JTC has granted or conrmed the grant of the further leasehold term. EuroSports Auto Pte Ltd shall obtain this conrmation by 31 March 2014 or such other period as the parties may agree in writing. In the event EuroSports Auto Pte Ltd is unable to obtain JTCs conrmation by the deadline, the Purchaser shall be entitled to rescind the sale and purchase agreement. On completion, EuroSports Auto Pte Ltd shall lease the property from the Purchaser for six years commencing from the actual date of completion at an average annual rent of $3,589,000 over the lease term, with an option to renew the lease for a further term of six (6) years. The leasehold property and leasehold properties under construction in progress are mortgaged as security for the bank facilities (see Note 20). A-25

e)

f)

13.

Other Financial Assets

2011 $000 Balance at beginning of the year Write-offs Balance at end of the year 15 15 2012 $000 15 (15) 2013 $000

The investments represented unquoted ordinary shares in companies carried at cost less allowance for impairment, if any. The investments were written off to prot or loss in 2012. 14. Finance Lease Receivables
Minimum Lease payments $000 31 March 2011 Minimum lease payments receivable: Due within one year Due within 2 to 5 years Total 31 March 2012 Minimum lease payments receivable: Due within one year Due within 2 to 5 years Total 29 43 72 (6) (9) (15) 23 34 57 29 67 96 (6) (14) (20) 23 53 76 Finance charges $000

Present value $000

There were no nance lease receivables as at 31 March 2013. The average lease term is 8 years. The effective interest rate is about 6.13% per year for 2011 and 2012. The lease obligation is denominated in Singapore dollars. The obligation under lease agreement is secured by the lessors charge over the leased assets. The carrying amount of the lease receivables is not signicantly different from the fair value. 15. Inventories
2011 $000 Automobiles Automobile parts and accessories Watches 16,806 1,435 18,241 2012 $000 9,596 1,072 10,668 2013 $000 13,535 1,045 2,378 16,958

A-26

15.

Inventories (Contd) Inventories are stated after allowance. Movements in allowance:

2011 $000 Balance at beginning of the year Charge to prot or loss included in cost of sales Used Balance at end of the year Changes in inventories of nished goods The amount of inventories included in cost of sales The write-downs of inventories charged to prot or loss included in cost of sales 571 1,496 2,067 (3,149) 93,791 1,496 2012 $000 2,067 (1,757) 310 (7,573) 93,639 2013 $000 310 1,222 (310) 1,222 6,290 65,633 1,222

Certain inventories are pledged as security for the bank facilities and nance leases (Note 20). 16. Trade and Other Receivables
2011 $000 Trade receivables: Outside parties Less allowance for impairment Related parties (Note 3) Subtotal Other receivables: Outside parties Related parties (Note 3) Directors (Note 3) Staff loans Subtotal Total trade and other receivables Movements in above allowance: Balance at beginning of the year Charge for trade receivables to prot or loss included in other charges Used/bad debts written off Balance at end of the year 112 112 112 182 (66) 228 3,364 422 11 3,797 5,318 1,668 4,495 8 6,171 15,058 4,857 6 4,863 6,362 1,510 11 1,521 8,988 (112) 11 8,887 1,419 (228) 308 1,499 2012 $000 2013 $000

A-27

17.

Other Assets, Current

2011 $000 Deposits
(a) (b)

2012 $000 586 88 674

2013 $000 2,776 126 83 2,985

347 107 454

Deferred expenses Prepayments

(a)

Pursuant to a heads of agreement between EuroAutomobile Pte. Ltd. and Spania GTA Tecnomotive S.L. (GTA Spain), a company incorporated in Spain, dated 22 September 2012, the Group will be granted the distributorship for GTA Spains automobiles (GTA automobiles) in the Asia Pacic region. GTA Spain will enter into an exclusive distributorship agreement with Spania GTA Asia Pacic Private Ltd. (GTA Singapore) granting GTA Singapore the exclusive rights to distribute GTA automobiles in the designated territories, including mainly the Asia Pacic region. In addition, the Group has been granted a call option by GTA Spain to subscribe for such shares representing 13.4% of the share capital of GTA Spain at a subscription consideration of EUR2 million. The Group is to purchase up to eight (8) units of GTA automobiles from GTA Spain and has paid a refundable deposit of EUR1 million (S$1.6 million equivalent) to GTA Spain in October 2012 for the purchase of four (4) units of GTA automobiles. The Executive Directors of the Company have on 18 November 2013 executed a deed of indemnity in favour of the Group, pursuant to which the Executive Directors have undertaken, inter alia, that they will pay to the Group, on a joint and several basis, all deposits and monies paid to GTA Spain in connection with the GTA automobiles remaining undelivered, in the event (i) GTA Spain fails to deliver the GTA automobiles by 31 March 2015 and fails to refund the deposits and all monies paid to GTA Spain in connection therewith, in full, to the Group; or (ii) if GTA Spain is wound up, dissolved, insolvent, bankrupt or placed in judicial management, whichever is earlier. On 17 January 2013, the Group entered into a call option agreement to acquire 70% of the issued and paid-up share capital of E Collezione Pte. Ltd. at a consideration of $2.1 million. Pursuant to this transaction, a deposit of $210,000 was paid. An Executive Director of the Group has undertaken to the vendors that in the event the Group does not exercise the call option by the expiry of the stipulated option period, the Executive Director concerned will pay the shareholders of E Collezione Pte. Ltd. a compensation. As at the date of this report, the Group did not exercise the call option, which lapsed as of 30 June 2013. The deposit has since been refunded to the Group. No compensation was paid or payable by the Executive Director concerned pursuant to such undertaking.

(b)

18.

Cash and Cash Equivalents

2011 $000 Not restricted in use Cash restricted in use over 3 months 1,367 1,367 2012 $000 420 420 2013 $000 5,582 360 5,942

The interest earning balances are not signicant. 18A. Cash and cash equivalents in the statement of cash ows:
2011 $000 Amount as shown above Cash restricted in use over 3 months Bank overdrafts Cash and cash equivalents for statement of cash ows purposes at end of the year 1,367 1,367 2012 $000 420 420 2013 $000 5,942 (360) (1,900) 3,682

A-28

18.

Cash and Cash Equivalents (Contd)

18B. Non-cash transactions: There were acquisitions of plant and equipment with a total cost of $519,000, $772,000 and $674,000 for the reporting years ended 31 March 2011, 2012 and 2013 respectively and acquisitions of inventories with a total cost of $2,869,000 for the reporting year ended 31 March 2013 acquired by means of nance leases. There was also a construction of leasehold property in 2012 with a total cost of $4,050,000 by the lessee (refer to Note 21A). 19. Share Capital
Number of shares issued 000 Ordinary shares of no par value: Balance at 1 April 2010, 31 March 2011, 31 March 2012 and 31 March 2013 (a) 3,500 3,500 Share capital $000

(a)

The share capital represents the combined share capital of EuroSports Auto Pte Ltd and EuroAutomobile Pte. Ltd. prior to the Restructuring Exercise (Note 1.2).

The ordinary shares of no par value which are fully paid carry no right of xed income and with one vote per share. Capital Management: The objectives when managing capital are: to safeguard the reporting entitys ability to continue as a going concern, so that it can continue to provide returns for owners and benets for other stakeholders, and to provide an adequate return to owners by pricing the sales commensurately with the level of risk. The management sets the amount of capital to meet its requirements and the risk taken. There were no changes in the approach to capital management during the reporting years. The management manages the capital structure and makes adjustments to it where necessary or possible in the light of changes in conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the management may adjust the amount of dividends paid to owners, return capital to owners, issue new shares, or sell assets to reduce debt. Adjusted capital comprises all components of equity (that is, share capital and reserves). The management monitors the capital on the basis of the debt-to-adjusted capital ratio. This ratio is calculated as net debt / adjusted capital (as shown below). Net debt is calculated as total borrowings less cash and cash equivalents.
2011 $000 Net debt: All current and non-current borrowings including nance leases Less cash and cash equivalents Net debt Adjusted capital: Total equity Adjusted capital Debt-to-adjusted capital ratio 2,002 2,002 367.6% 4,638 4,638 172.6% 8,857 8,857 277.1% 8,727 (1,367) 7,360 8,426 (420) 8,006 30,485 (5,942) 24,543 2012 $000 2013 $000

A-29

20.

Other Financial Liabilities

2011 $000 Non-Current: Bank loans (Note 20A) Finance lease payables (Note 20B) Non-Current, total Current: Bank overdrafts (Note 20A) Bank loans (Note 20A) Finance lease payables (Note 20B) Trust receipts and bills payables (Note 20C) Current, total Total 1,856 1,496 3,889 7,241 8,727 434 7,623 8,057 8,426 1,900 1,611 924 13,529 17,964 30,485 325 1,161 1,486 369 369 11,954 567 12,521 2012 $000 2013 $000

The non-current portion is repayable as follows:

2011 $000 Due within 2 to 5 years After 5 years Total non-current portion 1,486 1,486 2012 $000 369 369 2013 $000 4,294 8,227 12,521

The range of oating rate interest rates paid was as follows:

2011 % Bank loans Trust receipts and bills payables 4.78 7.25 4.00 7.25 2012 % 4.78 5.18 4.00 7.25 2013 % 1.28 4.00 7.25

The xed rate interest rates paid was as follows:

2011 % Bank loans 5.00 2012 % 5.00 2013 % 2.32

20A. Bank Overdrafts and Bank Loans The bank agreements for certain of the bank overdrafts and bank loans provide among other matters for the following: 31 March 2011 and 2012 (a) (b) (c) A legal mortgage over the leasehold property. Joint and several guarantees from the Executive Directors of the Company. Deed of charge and assignment over inventories, receivables and other assets of the Group.

The bank loans for the reporting years ended 31 March 2011 and 2012 were repayable from January, April and September 2009, by 36 and 60, 30 and 48 instalments respectively. The two loans with repayment periods of 4 years from September 2009 and 2.5 years from April 2009 respectively have been classied as current because the Group did not have an unconditional right to defer settlement of the liability for at least twelve months after the end of the reporting year. All these bank loans were fully repaid in 2012. A-30

20.

Other Financial Liabilities (Contd)

20A. Bank Overdrafts and Bank Loans (Contd) 31 March 2013 (a) (b) (c) A legal mortgage over the leasehold property and the leasehold properties under construction in progress. Joint and several guarantees from the Executive Directors of the Company. Need to comply with certain nancial covenants such as (a) the minimum networth of EuroSports Auto must not be less than $6,000,000 and (b) the leverage ratio be no more than 4.5 times (dened as total liabilities divided by tangible networth).

The bank loans are repayable monthly from August 2012 and March 2013 by 30 and 180 instalments respectively. 20B. Finance Lease Payables
31 March 2011 Minimum payments $000 Minimum lease payments payable: Due within one year Due within 2 to 5 years Total 1,595 1,221 2,816 (99) (60) (159) 1,496 1,161 2,657 3,258 Finance charges $000 Finance charges $000 Present value $000

Net book value of plant and equipment and inventories under nance leases Minimum payments $000 Minimum lease payments payable: Due within one year Due within 2 to 5 years Total 456 386 842 (22) (17) (39)

31 March 2012

Present value $000

434 369 803 1,437

Net book value of plant and equipment and inventories under nance leases Minimum payments $000 Minimum lease payments payable: Due within one year Due within 2 to 5 years Total 953 593 1,546 (29) (26) (55) Finance charges $000

31 March 2013

Present value $000

924 567 1,491 2,547

Net book value of plant and equipment and inventories under nance leases

There are leases for certain of its plant and equipment and inventories under nance leases. The average lease term is 2 to 8 years. All leases are on a xed repayment basis and no arrangements have been entered into for contingent rental payments. The obligations under nance leases are secured by the lessors charge over the leased assets.
2011 % The average effective interest rate per year 2.81 - 6.13 2012 % 2.54 6.13 2013 % 1.38 1.88

A-31

20.

Other Financial Liabilities (Contd)

20C. Trust Receipts and Bills Payables The trust receipts are covered by joint and several guarantees from the Executive Directors of the Company. The period of nancing under trust receipts is 120 days inclusive of suppliers credit. The interest is payable up to 2.25% per annum over Singapore Inter Bank Offer Rate (SIBOR) prevailing from time to time. The credit facilities for bills payables provide among other matters the following: (a) (b) 21. A xed and oating charge over inventories and accounts receivables. Joint and several guarantees by the Executive Directors of the Company.

Other Liabilities
2011 $000 Non-Current: Deferred income (Note 21A) Non-Current, total Current: Deferred income (Note 21A) Deposits from customers Warranty provision (Note 21B) Current, total Total 2012 $000 2013 $000

2,034 2,034

1,346 1,346

10,500 613 11,113 11,113

508 8,515 539 9,562 11,596

448 4,866 419 5,733 7,079

21A. Deferred Income

2011 $000 Balance at beginning of the year Additions (Note 12) Adjustment Credit to prot or loss included in other income Balance at end of the year Presented as: Current Non-Current 2012 $000 3,050 (508) 2,542 2013 $000 2,542 (300) (448) 1,794

508 2,034 2,542

448 1,346 1,794

The additions to leasehold property of $4,050,000 during the reporting year 2012 relate to the fair value of the additions and extension of an additional 3rd storey comprising automobile service centre and ancillary ofce to an existing 2nd storey detached factory constructed on premises that were leased by the Group to a lessee. The Group reimbursed the lessee $1,000,000 for the cost of construction, with the lessee incurring the remaining cost of construction. The construction of the property was completed and was available for use from April 2011. As the property was constructed on the leasehold property belonging to the Group, the control of such property is transferred to the Group. INT FRS 118 Transfers of Assets from Customers is applicable for the transfer of the property to the Group and it is recognised at $3,050,000 being the value of the property for the net cost incurred by the lessee less the amount reimbursed by the Group. The corresponding credit of $3,050,000 is deferred income to be recognised in prot and loss over the expected lease period to June 2017 on the straight line method. The deferred income amount of $3,050,000 has been subsequently revised to $2,750,000 as the Group reimbursed the tenant an additional amount of $300,000 during the reporting year 2013. A-32

21.

Other Liabilities (Contd)

21B. Warranty Provision

2011 $000 Balance at beginning of the year Provision charged to prot or loss included in cost of sales Used Balance at end of the year 707 228 (322) 613 2012 $000 613 114 (188) 539 2013 $000 539 118 (238) 419

22.

Trade and Other Payables

2011 $000 Trade payables: Outside parties and accrued liabilities Other payables: Related parties (Note 3) Directors (Note 3) Dividend payable Other payable to lessee (Note 21A) Other payables for construction in progress Subtotal Total trade and other payables 1,329 1,329 6,431 1,095 50 125 1,000 2,270 7,761 1,085 125 526 1,736 6,443 5,102 5,491 4,707 2012 $000 2013 $000

23.

Financial Instruments: Information on Financial Risks

23A. Classication of Financial Assets and Liabilities The following table summarises the carrying amount of nancial assets and liabilities recorded at the end of the reporting year by FRS 39 categories:
2011 $000 Financial assets: Cash and bank balances Loans and receivables Finance lease receivables Other nancial assets At end of the year Financial liabilities: Borrowings at amortised cost Trade and other payables at amortised cost At end of the year 8,727 6,431 15,158 8,426 7,761 16,187 30,485 6,443 36,928 1,367 5,318 76 15 6,776 420 15,058 57 15,535 5,942 6,362 12,304 2012 $000 2013 $000

Further quantitative disclosures are included throughout these nancial statements. There are no signicant fair value measurements recognised in the statement of nancial position.

A-33

23.

Financial Instruments: Information on Financial Risks (Contd)

23B. Financial Risk Management The main purpose for holding or issuing nancial instruments is to raise and manage the nances for the entitys operating, investing and nancing activities. There are exposures to the nancial risks on the nancial instruments such as credit risk, liquidity risk and market risk comprising interest rate, currency risk and price risk exposures. The management has certain practices for the management of nancial risks. However these are not documented in formal written documents. The following guidelines are followed: All nancial risk management activities are carried out and monitored by senior management staff. All nancial risk management activities are carried out following good market practices. 23C. Credit Risk on Financial Assets Financial assets that are potentially subject to concentrations of credit risk and failures by counterparties to discharge their obligations in full or in a timely manner consist principally of cash balances with banks, cash equivalents and receivables. The maximum exposure to credit risk is: the total of the fair value of the nancial instruments; the maximum amount the entity could have to pay if the guarantee is called on; and the full amount of any loan payable commitment at the end of the reporting year. Credit risk on cash balances with banks and any derivative nancial instruments is limited because the counter-parties are entities with acceptable credit ratings. For credit risk on receivables an ongoing credit evaluation is performed on the nancial condition of the debtors and a loss from impairment is recognised in prot or loss. The exposure to credit risk is controlled by setting limits on the exposure to individual customers and these are disseminated to the relevant persons concerned and compliance is monitored by management. There is no signicant concentration of credit risk, as the exposure is spread over a large number of counterparties and customers unless otherwise disclosed in the notes to the nancial statements below. Note 18 discloses the maturity of the cash and cash equivalents balances. The Group generally does not grant credit terms. However, the Group may grant credit terms to customers on a case by case basis, depending on the contract value, relationship with the customer and payment track record of the customer. But some customers take a longer period to settle the amounts. (a) Ageing analysis of the age of trade receivable amounts that are past due as at the end of reporting years but not impaired:
2011 $000 Trade receivables: Less than 30 days 31 to 60 days 61 to 90 days Over 90 days Total 2012 $000 2013 $000

530 76 15 900 1,521

7,142 69 34 1,754 8,999

807 58 15 539 1,419

(b)

Ageing analysis as at the end of reporting years of trade receivables amounts that are impaired:
2011 $000 Trade receivables: Over 90 days Total 2012 $000 2013 $000

112 112

228 228

Other receivables are normally with no xed terms and therefore there is no maturity. Management has made arrangements to ensure that all non-trade debts are settled before the listing date. There were no nance lease receivables that were past due. A-34

23.

Financial Instruments: Information on Financial Risks (Contd)

23D. Liquidity Risk The following table analyses the non-derivative nancial liabilities by remaining contractual maturity (contractual and undiscounted cash ows):
Less than 1 year $000 31 March 2011 Non-derivative nancial liabilities: Gross borrowings commitments Trade and other payables At end of the year 31 March 2012 Non-derivative nancial liabilities: Gross borrowings commitments Trade and other payables At end of the year 31 March 2013 Non-derivative nancial liabilities: Gross borrowings commitments Trade and other payables At end of the year 18,101 6,443 24,544 5,531 5,531 11,632 11,632 35,264 6,443 41,707 8,079 6,761 14,840 386 386 8,465 6,761 15,226 7,340 6,431 13,771 1,546 1,546 8,886 6,431 15,317 2-5 years $000 More than 5 years $000

Total $000

The above amounts disclosed in the maturity analysis are the contractual undiscounted cash ows and such undiscounted cash ows differ from the amount included in the statements of nancial position. When the counterparty has a choice of when an amount is paid, the liability is included on the basis of the earliest date on which it can be required to pay. At the end of the reporting years no claims on the nancial guarantees are expected. The liquidity risk refers to the difculty in meeting obligations associated with nancial liabilities that are settled by delivering cash or another nancial asset. It is expected that all the liabilities will be paid at their contractual maturity. Purchases of new automobiles are generally conducted on a cash on delivery basis and for purchase of new demo automobiles, a credit period of 90 days may be granted. The average credit period taken to settle purchases of automobile parts and accessories and other trade payables is about 30 days. The other payables are with short-term durations. In order to meet such cash commitments the operating activity is expected to generate sufcient cash inows. The classication of the nancial assets is shown in the statement of nancial position as they may be available to meet liquidity needs and no further analysis is deemed necessary. Bank facilities:
2011 $000 Undrawn borrowing facilities 15,451 2012 $000 26,127 2013 $000 24,230

The undrawn borrowing facilities are available for operating activities and to settle other commitments. Borrowing facilities are maintained to ensure funds are available for the operations. A schedule showing the maturity of nancial liabilities and unused bank facilities is provided regularly to management to assist in monitoring the liquidity risk.

A-35

23.

Financial Instruments: Information on Financial Risks (Contd)

23E. Interest Rate Risk The interest rate risk exposure is mainly from changes in oating interest rates. The interest from nancial assets including cash balances is not signicant. The following table analyses the breakdown of the signicant nancial instruments (excluding derivatives) by type of interest rate:
2011 $000 Financial liabilities: Fixed rate Floating rates Financial assets: Fixed rate 76 57 360 4,257 4,470 8,727 803 7,623 8,426 2,957 27,528 30,485 2012 $000 2013 $000

The interest rates are disclosed in the respective notes. Sensitivity analysis: The effect on pre-tax prot is not signicant. 23F. Foreign Currency Risk Analysis of amounts denominated in non-functional currencies:

Euro $000 31 March 2011 Financial assets: Cash and bank balances Total nancial assets Financial liabilities: Trade and other payables Total nancial liabilities Net nancial (liabilities) assets at end of the year 31 March 2012 Financial assets: Cash and bank balances Total nancial assets Financial liabilities: Trade and other payables Total nancial liabilities Net nancial assets at end of the year 31 March 2013 Financial assets: Cash and bank balances Total nancial assets Financial liabilities: Trade and other payables Total nancial liabilities Net nancial (liabilities) assets at end of the year

Great Britain Pound $000

Swiss Francs $000

Total $000

228 228

27 27

255 255

(266) (266) (38)

(1) (1) 26

(267) (267) (12)

6 6

45 45

51 51

(1) (1) 5

(8) (8) 37

(9) (9) 42

29 29

20 20

49 49

(332) (332) (303)

(8) (8) 12

(171) (171) (171)

(511) (511) (462)

A-36

23.

Financial Instruments: Information on Financial Risks (Contd)

23F. Foreign Currency Risk (Contd) There is exposure to foreign currency risk as part of its normal business. Sensitivity analysis: The effect on pre-tax prot is not signicant. 24. Capital Commitments
2011 $000 Commitments to purchase properties Commitments for construction in progress 2012 $000 15,200 2013 $000 1,742

25.

Unrecognised Financial Instruments Forward foreign currency contracts There are no forward foreign currency contracts as at 31 March 2012 and 2013. For 2011, there were outstanding foreign currency contracts with principal amounts totalling $5,241,000. The purpose of these contracts is to mitigate the exposure in anticipated payables denominated in the above currencies. The net unrecognised gains as at 31 March 2011 on forward currency contracts amounted to $254,000. These are not signicant.

26.

Operating Lease Payment Commitments At the end of the reporting years, the total of future minimum lease payment commitments under non-cancellable operating leases are as follows:
2011 $000 Not later than one year Later than one year and not later than ve years Later than ve years Rental expense for the year 741 1,556 43 715 2012 $000 630 1,209 795 2013 $000 290 919 498

Operating lease payments are for rentals payable for ofce and showroom premises. The lease rental terms are negotiated for an average term of ten years and rentals are subject to an escalation clause but the amount of the rent increase is not to exceed a certain percentage. Also see Note 12.

A-37

27.

Operating Lease Income Commitments At the end of the reporting years, the total of future minimum lease receivables committed under non-cancellable operating leases are as follows:
2011 $000 Not later than one year Later than one year and not later than ve years Rental income for the year 528 1,732 511 2012 $000 528 892 600 2013 $000 564 388 606

Operating lease income commitments are for ofce premises. The lease rental income terms are negotiated for an average term of ve years. 28. Contingent Liabilities and Other Commitments
2011 $000 Bankers guarantee in favour of suppliers (secured see Note 20C) Corporate guarantees to banks in favour of customers 2012 $000 2013 $000

54

50 744

1,137 800

Guarantee contracts For nancial guarantee contracts the maximum earliest period in which the guarantee could be called is used. At the end of the reporting years no claims on the nancial guarantees are expected. The following table shows the maturity analysis of the contingent liabilities:
Less than 1 year 2011 $000 Guarantee contracts given by Executive Directors (Note 3) 19,503 2012 $000 10,250 2013 $000 26,457

29.

Events After the End of the Reporting Year Events after the end of the reporting year ended 31 March 2013 are as follows: (a) (b) The Restructuring Exercise (See Note 1.2). Pursuant to written resolutions passed on 29 November 2013, the shareholders of the Company approved, inter alia, the following: (i) the conversion of the Company into a public company limited by shares and the change of the Companys name to EuroSports Global Limited; the adoption of the new Articles of Association of the Company; the adoption of an employee performance share plan known as the EuroSports Performance Share Plan; and the adoption of an employee share option scheme known as the EuroSports Employee Share Option Scheme.

(ii) (iii)

(iv)

A-38

30.

Financial Information by Operating Segments The Groups operating businesses are currently organised according to their nature of business activities. Such structural organisation is determined by the nature of risks and returns associated to each business segment and denes the management structure as well as the internal reporting system. Currently, the Group has only an automobile segment and it represents the basis on which the Group reports its segment information. The Group mainly operated in Singapore during the period. There are no customers with revenue transactions of over 10% of the group revenue. The watch segment is not signicant.

31.

Adoption of Financial Reporting Standards All new or revised Singapore Financial Reporting Standards were adopted for the rst time from the effective dates for the applicable reporting years.

32.

Future Changes in Financial Reporting Standards The following new or revised Singapore Financial Reporting Standards that have been issued will be effective in future. The transfer to the new or revised standards from the effective dates is not expected to result in material adjustments to the nancial position, results of operations, or cash ows for the following year. Effective date for periods beginning on or after 1 July 2012 1 January 2013 1 January 2013 1 January 2013 1 July 2012 1 January 2014 1 January 2014 1 January 2013 1 January 2013 1 1 1 1 1 1 January January January January January January 2014 2014 2014 2014 2013 2013

FRS No. FRS 1 FRS 1 FRS 16 FRS 19 FRS 27 FRS 27 FRS 28 FRS 32 FRS 107 FRS 110 FRS 111 FRS 112 FRS 110 FRS 113 INT FRS 120

Title Amendments to FRS 1 Presentation of Items of Other Comprehensive Income Amendment to FRS 1 Presentation of Financial Statements (Annual Improvements) Amendment to FRS 16 Property, Plant and Equipment (Annual Improvements) Employee Benets (Revised) Consolidated and Separate Financial Statements (Amendments to) (*) Separate Financial Statements (Revised) (*) Investments in Associates and Joint Ventures (Revised) (*) Amendment to FRS 32 Financial instruments: Presentation (Annual Improvements) Amendments to FRS 32 and 107 titled Offsetting Financial Assets and Financial Liabilities (*) Consolidated Financial Statements (*) Joint Arrangements (*) Disclosure of Interests in Other Entities (*) Amendments to FRS 110, FRS 111 and FRS 112 (*) Fair Value Measurements Stripping Costs in the Production Phase of a Surface Mine (*) (*) Not relevant to the entity.

33.

Approval of Combined Financial Statements The combined nancial statements were approved and authorised for issue by the Board of Directors on 7 January 2014.

A-39

APPENDIX B

INDEPENDENT AUDITORS REPORT AND THE UNAUDITED COMBINED FINANCIAL STATEMENTS FOR THE REPORTING PERIOD ENDED 30 JUNE 2013

EUROSPORTS GLOBAL LIMITED

(Registration No: 201230284Z)

Interim Combined Financial Statements For the Reporting Period Ended 30 June 2013

B-1

INDEPENDENT AUDITORS REPORT ON THE UNAUDITED COMBINED FINANCIAL STATEMENTS FOR THE REPORTING PERIOD ENDED 30 JUNE 2013 OF EUROSPORTS GLOBAL LIMITED

7 January 2014

The Board of Directors EuroSports Global Limited 30 Teban Gardens Crescent Singapore 608927

Dear Sirs

Report on the Review of the Unaudited Interim Combined Financial Statements for the Reporting Period Ended 30 June 2013 Introduction We have reviewed the accompanying unaudited interim combined nancial statements of EuroSports Global Limited (the Company) and its subsidiaries (the Group), which comprise the combined statement of nancial position as at 30 June 2013, and the combined statement of comprehensive income, combined statement of changes in equity and combined statement of cash ows of the Group for the three-month period ended 30 June 2013, and a summary of signicant accounting policies and other explanatory information, as set out on pages B-4 to B-28. Management is responsible for the preparation and fair presentation of this interim nancial information in accordance with Singapore Financial Reporting Standards. Our responsibility is to express a conclusion on this interim nancial information based on our review. Scope of Review We conducted our review in accordance with Singapore Standard on Review Engagement 2410, Review of Interim Financial Information Performed by the Independent Auditor of the Entity. A review of interim nancial information consists of making inquiries, primarily of persons responsible for nancial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Singapore Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all signicant matters that might be identied in an audit. Accordingly, we do not express an audit opinion. Conclusion Based on our review, nothing has come to our attention that causes us to believe that the accompanying interim combined nancial statements do not present fairly, in all material respects, the nancial position of the Group as at 30 June 2013, and of its nancial performance and its cash ows for the three-month period then ended in accordance with Singapore Financial Reporting Standards. The comparative gures for the corresponding three-month period ended 30 June 2012 were extracted from the unaudited management nancial information and we have not carried out a review on those nancial statements. The unaudited interim combined nancial information for the corresponding threemonth period ended 30 June 2012 is the responsibility of the management.

B-2

INDEPENDENT AUDITORS REPORT ON THE UNAUDITED COMBINED FINANCIAL STATEMENTS FOR THE REPORTING PERIOD ENDED 30 JUNE 2013 OF EUROSPORTS GLOBAL LIMITED

Report on Other Legal and Regulatory Requirements The report has been prepared solely for inclusion in the Offer Document in connection with the proposed listing of the Companys shares on Catalist of Singapore Exchange Securities Trading Limited.

Your faithfully

RSM Chio Lim LLP Public Accountants and Chartered Accountants Singapore 7 January 2014

Partner-in-charge: Paul Lee Seng Meng A member of the Institute of Singapore Chartered Accountants

B-3

Unaudited Combined Statement of Comprehensive Income For the Reporting Period from 1 April 2013 to 30 June 2013

Three-Month Ended 30 June 2012 Notes (Unaudited) $000 Revenue Cost of Sales Gross Prot Other Income Interest Income Other Credits (Charges), Net Marketing and Distribution Expenses Administrative Expenses Finance Costs Prot Before Tax Income Tax Expense Prot, Net of Tax Total Comprehensive Income Earnings Per Share (Cents) Basic and diluted 10 1.29 0.96 9 6 7 7 7 5 4 25,648 (20,088) 5,560 788 1 (411) (683) (1,673) (92) 3,490 (593) 2,897 2,897 2013 (Unaudited) $000 19,563 (14,658) 4,905 620 1 (16) (719) (2,023) (166) 2,602 (443) 2,159 2,159

The accompanying notes form an integral part of these nancial statements. B-4

Unaudited Combined Statements of Financial Position As at 30 June 2013

Notes

31 March 2013 (Audited) $000

30 June 2013 (Unaudited) $000

ASSETS Non-Current Assets Property, Plant and Equipment Total Non-Current Assets Current Assets Inventories Trade and Other Receivables Other Assets Cash and Cash Equivalents Total Current Assets Total Assets EQUITY AND LIABILITIES Equity Share Capital Retained Earnings Total Equity Non-Current Liabilities Other Financial Liabilities, Non-Current Other Liabilities, Non-Current Total Non-Current Liabilities Current Liabilities Income Tax Payable Trade and Other Payables Other Financial Liabilities, Current Other Liabilities, Current Total Current Liabilities Total Liabilities Total Equity and Liabilities 20 19 18 1,662 6,443 17,964 5,733 31,802 45,669 54,526 1,828 4,969 13,296 4,443 24,536 39,695 50,711 19 18 12,521 1,346 13,867 13,925 1,234 15,159 17 3,500 5,357 8,857 3,500 7,516 11,016 13 14 15 16 16,958 6,362 2,985 5,942 32,247 54,526 16,349 3,724 2,769 4,094 26,936 50,711 12 22,279 22,279 23,775 23,775

The accompanying notes form an integral part of these nancial statements. B-5

Unaudited Combined Statement of Changes in Equity For the Reporting Period Ended 30 June 2013

Total Equity $000 Opening Balance at 1 April 2012 Movements in Equity: Total Comprehensive Income for the Year Dividends (Note 11) Closing Balance at 31 March 2013 (Audited) Movement in Equity: Total Comprehensive Income for the Period Closing Balance at 30 June 2013 (Unaudited) Opening Balance at 1 April 2012 Movements in Equity: Total Comprehensive Income for the Period Closing Balance at 30 June 2012 (Unaudited) 2,897 7,535 2,159 11,016 4,638 6,719 (2,500) 8,857 4,638

Share Capital $000 3,500 3,500 3,500 3,500 3,500

Retained Earnings $000 1,138 6,719 (2,500) 5,357 2,159 7,516 1,138 2,897 4,035

The accompanying notes form an integral part of these nancial statements. B-6

Unaudited Combined Statement of Cash Flows For the Reporting Period from 1 April 2013 to 30 June 2013

Three-Month Ended 30 June 2012 (Unaudited) $000 Cash Flows From Operating Activities Prot before Tax Adjustment for: Deferred Income Depreciation of Property, Plant and Equipment Gains on Disposal of Plant and Equipment Interest Income Interest Expenses Plant and Equipment Written Off Operating Cash Flows before Changes in Working Capital Inventories Trade and Other Receivables Finance Lease Receivables Other Assets Other Liabilities Trade and Other Payables Net Cash Flows From Operations Income Taxes Paid Net Cash Flows From Operating Activities Cash Flows From Investing Activities Purchase of Plant and Equipment (Note 16B) Disposal of Plant and Equipment Other Financial Assets Interest Received Net Cash Flows Used In Investing Activities Cash Flows From Financing Activities Decrease in Other Financial Liabilities Finance Lease Repayments Interest Paid Net Cash Flows Used In Financing Activities Net Increase (Decrease) in Cash and Cash Equivalents Cash and Cash Equivalents, Statement of Cash Flows, Beginning Balance Cash and Cash Equivalents, Statement of Cash Flows, Ending Balance (Note 16A) (2,090) (561) (92) (2,743) 1,261 420 1,681 (5,524) (504) (166) (6,194) (1,909) 3,682 1,773 (24) 497 (500) 1 (26) (1,736) 1 (1,735) 3,490 (127) 233 (47) (1) 92 186 3,826 1,389 5,114 57 (1,302) (2,362) (2,284) 4,438 (408) 4,030 2,602 (112) 440 (1) 166 3,095 3,112 2,638 216 (1,290) (1,474) 6,297 (277) 6,020 2013 (Unaudited) $000

The accompanying notes form an integral part of these nancial statements. B-7

Notes to Unaudited Combined Financial Statements 30 June 2013

1. 1.1.

General The Company The Company is incorporated in Singapore with limited liability. The Company changed its name to EuroSports Global Limited upon its conversion to a public limited company on 5 December 2013. The unaudited interim combined nancial statements are presented in Singapore dollars and all values are rounded to the nearest thousand ($000) except when otherwise indicated. The principal activities of the Company are those of investment holding company and the provision of management services to the Group. The principal activities and the details of the subsidiaries are described in Note 1.2 of the Audited Combined Financial Statements for the reporting years ended 31 March 2011, 2012 and 2013 (Appendix A). The report is prepared solely for inclusion in the Offer Document in connection with the proposed listing of the Companys shares on Catalist of Singapore Exchange Securities Trading Limited. The registered ofce address of the Company is: 30 Teban Garden Crescent, Singapore 608927. The Company is situated in Singapore.

1.2.

The Restructuring Exercise The Group was formed through the Restructuring Exercise as described in Note 1.2 of the Audited Combined Financial Statements for the reporting years ended 31 March 2011, 2012 and 2013 (Appendix A).

1.3.

Basis of Preparation and Presentation The Group restructuring has been accounted for using the pooling-of-interest method. Accordingly, the Groups combined nancial statements for the nancial period ended 30 June 2013 have been prepared as if the Group has been in existence prior to the Restructuring Exercise. The assets and liabilities are brought into the combined statements of nancial position at the existing carrying amounts. The gures of the Group for the nancial period ended 30 June 2013 represent the combined results, state of affairs, changes in equity and cash ows as if the Group, pursuant to the Restructuring Exercise, had existed since 1 April 2013.

2.

Summary of Signicant Accounting Policies Accounting Convention The unaudited interim combined nancial statements have been prepared in accordance with Singapore Financial Reporting Standard (FRS) 34, Interim Financial Reporting. The Group has applied the same accounting policies and methods of computation in the preparation of the nancial statements for the current period as compared with the Audited Combined Financial Statements for the year ended 31 March 2013 (Appendix A). The operations are not subject to seasonality or cyclicality. The adoption of new or revised FRS and Interpretations to FRS (INT FRS) which effective from this nancial period did not have signicant impact on the nancial statements.

B-8

2.

Summary of Signicant Accounting Policies (Contd) Basis of Preparation of the Financial Statements The preparation of nancial statements in conformity with generally accepted accounting principles requires the management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the nancial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The estimates and assumptions are reviewed on an ongoing basis. Apart from those involving estimations, management has made judgements in the process of applying the entitys accounting policies. The areas requiring managements most difcult, subjective or complex judgements, or areas where assumptions and estimates are signicant to the nancial statements, are disclosed at the end of this footnote, where applicable. Basis of Presentation The interim combined nancial statements include the nancial statements made up to the end of the reporting period of the Company and all of its directly and indirectly controlled subsidiaries. Interim combined nancial statements are the nancial statements of the Group presented as those of a single economic entity. The interim combined nancial statements are prepared using uniform accounting policies for like transactions and other events in similar circumstances. All signicant intragroup balances and transactions, including prot or loss and other comprehensive income items and dividends are eliminated on consolidation. The results of any subsidiary acquired or disposed of during the reporting period are accounted for from the respective dates of acquisition or up to the date of disposal which is the date on which effective control is obtained of the acquired business until that control ceases. Changes in the Groups ownership interest in a subsidiary that do not result in the loss of control are accounted for within equity. When the Group loses control of a subsidiary it derecognises the assets and liabilities and related equity components of the former subsidiary. Any gain or loss is recognised in prot or loss. Any investment retained in the former subsidiary is measured at its fair value at the date when control is lost and is subsequently accounted as available-for-sale nancial assets in accordance with FRS 39. Critical Judgements, Assumptions and Estimation Uncertainties The critical judgements made in the process of applying the accounting policies that have the most signicant effect on the amounts recognised in the nancial statements and the key assumptions concerning the future, and other key sources of estimation uncertainty at the end of the reporting period, that have a signicant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next reporting period are discussed below. These estimates and assumptions are periodically monitored to ensure they incorporate all relevant information available at the date when nancial statements are prepared. However, this does not prevent actual gures differing from estimates. In preparing these unaudited interim combined nancial statements, the signicant judgements made by management in applying the Groups accounting policies and the key sources of estimation uncertainty were the same as those that applied to the Audited Combined Financial Statements for the reporting year ended 31 March 2013 (Appendix A).

B-9

3.

Related Party Relationships and Transactions FRS 24 denes a related party as a person or entity that is related to the reporting entity and it includes (a) A person or a close member of that persons family if that person: (i) has control or joint control over the reporting entity; (ii) has signicant inuence over the reporting entity; or (iii) is a member of the key management personnel of the reporting entity or of a parent of the reporting entity. (b) An entity is related to the reporting entity if any of the following conditions apply: (i) The entity and the reporting entity are members of the same group. (ii) One entity is an associate or joint venture of the other entity. (iii) Both entities are joint ventures of the same third party. (iv) One entity is a joint venture of a third entity and the other entity is an associate of the third entity. (v) The entity is a post-employment benet plan for the benet of employees of either the reporting entity or an entity related to the reporting entity. (vi) The entity is controlled or jointly controlled by a person identied in (a). (vii) A person identied in (a) (i) has signicant inuence over the entity or is a member of the key management personnel of the entity (or of a parent of the entity). The ultimate controlling party is Goh Kim San, an Executive Director of the Company.

3.1

Related parties other than related companies: There are transactions and arrangements between the reporting entity and related parties and the effects of these on the basis determined between the parties are reected in these nancial statements. The current related party balances are unsecured without xed repayment terms and interest unless stated otherwise. For any signicant non-current balances and signicant nancial guarantees an interest or charge is charged or imputed unless stated otherwise. Signicant related party transactions: In addition to the transactions and balances disclosed elsewhere in the notes to the nancial statements, this item includes the following:
Related parties Three-Month Ended 30 June 2012 (Unaudited) $000 Commission income Sale of parts Sale of watches Handling fee income Purchase of automobiles 90 92 10 2013 (Unaudited) $000 236 4 9 (1,166)

The above related parties transactions are with companies in which the Directors have an interest in and exercise inuence. 3.2 Key management compensation:
Three-Month Ended 30 June 2012 (Unaudited) $000 Salaries and other short-term employee benets 155 2013 (Unaudited) $000 155

B-10

3. 3.2

Related Party Relationships and Transactions (Contd) Key management compensation (contd): The above amounts are included under employee benets expense. Included in the above amounts are the following items:
Three-Month Ended 30 June 2012 (Unaudited) $000 Remuneration of Directors of the Group 155 2013 (Unaudited) $000 155

Key management personnel are the Directors and those persons having authority and responsibility for planning, directing and controlling the activities of the Group, directly or indirectly. The above amounts for key management compensation are for all the Directors. 3.3 Other receivables from and other payables to related parties: The trade transactions and the trade receivables and payables balances arising from sales and purchases of goods and services are disclosed elsewhere in the notes to the nancial statements. The movements in other receivables from and other payables to related parties are as follows:
Related parties 31 March 2013 (Audited) $000 Other receivables (Other payables): Balance at beginning of the year/period Amounts paid out and settlement of liabilities on behalf of related parties Amounts paid in and settlement of liabilities on behalf of the Group Commission income Interest income Handling fee income Balance at end of the year/period Presented as follows: Other receivables (Note 14) Other payables (Note 20) Net 4,857 (1,085) 3,772 Directors 31 March 2013 (Audited) $000 Other payables: Balance at beginning of the year/period Amounts paid out and settlement of liabilities on behalf of the Directors Amounts paid in and settlement of liabilities on behalf of the Group Balance at end of the year/period (50) 2,550 (2,500) 30 June 2013 (Unaudited) $000 2,605 (1,085) 1,520 3,400 28,713 (30,188) 1,689 67 91 3,772 3,772 3,315 (5,803) 236 1,520 30 June 2013 (Unaudited) $000

B-11

4.

Revenue
Three-Month Ended 30 June 2012 2013 (Unaudited) (Unaudited) $000 $000 Sale of automobiles Sale of parts and servicing Sale of watches 24,289 1,359 25,648 17,355 1,549 659 19,563

5.

Other Income
Three-Month Ended 30 June 2012 2013 (Unaudited) (Unaudited) $000 $000 Commission income Rental income Deferred income (Note 18A) Other income 432 141 127 88 788 283 168 112 57 620

6.

Other Credits (Charges)

Three-Month Ended 30 June 2012 2013 (Unaudited) (Unaudited) $000 $000 Allowance for impairment on trade receivables Foreign exchange adjustment losses Gains on disposal of plant and equipment Plant and equipment written off (110) (162) 47 (186) (411) (16) (16)

7.

Marketing and Distribution Expenses, Administrative Expenses and Finance Costs The major components include the following:
Three-Month Ended 30 June 2012 2013 (Unaudited) (Unaudited) $000 $000 Marketing and distribution expenses Entertainment Advertising and promotions Sales commission expense Administrative expenses Depreciation expense Employee benets expense Finance costs This is for interest expense. 233 787 440 794 85 310 163 145 366 170

B-12

8.

Employee Benets Expense

Three-Month Ended 30 June 2012 2013 (Unaudited) (Unaudited) $000 $000 Employee benets expense Contributions to dened contribution plan Other benets Total employee benets expense Presented as follows: Cost of sales Marketing and distribution expenses (Note 7) Administrative expenses (Note 7) Total employee benets expense 51 163 787 1,001 73 170 794 1,037 913 73 15 1,001 916 80 41 1,037

9. 9A.

Income Tax Components of tax expense recognised in prot or loss includes:

Three-Month Ended 30 June 2012 2013 (Unaudited) (Unaudited) $000 $000 Current tax expense: Current tax expense Total 593 593 443 443

The income tax in prot or loss varied from the amount of income tax amount determined by applying the Singapore income tax rate of 17% to prot or loss before income tax as a result of the following differences:
Three-Month Ended 30 June 2012 2013 (Unaudited) (Unaudited) $000 $000 Prot before tax Income tax expense at the above rate Not deductible items Tax exemption Corporate tax rebate Deferred tax asset not recognised (reversed) Other items less than 3% each Total income tax expense 3,490 593 16 (26) (77) 87 593 2,602 442 31 (26) (30) (145) 171 443

There are no income tax consequences of dividends to owners of the Company.

B-13

9. 9B.

Income Tax (Contd) Deferred tax income recognised in prot or loss include:
Three-Month Ended 30 June 2012 2013 (Unaudited) (Unaudited) $000 $000 Excess of tax value over net book value of plant and equipment Tax losses carryforwards Deferred tax assets not recognised Total deferred income tax expense recognised in prot or loss 2 (79) 77 5 (150) 145

9C.

Deferred tax balance in the statements of nancial position:

31 March 2013 (Audited) $000 Deferred tax assets recognised in prot or loss: Excess of tax value over net book value of plant and equipment Tax losses carryforwards Deferred tax assets not recognised Net 42 452 (494) 47 302 (349) 30 June 2013 (Unaudited) $000

No deferred tax asset (on deductible temporary differences and unused tax losses) has been recognised in respect of the above balance. The realisation of the future income tax benets from tax loss carryforwards of $1,778,000 (31 March 2013: $2,659,000) and temporary differences from capital allowances of $280,000 (31 March 2013: $247,000) is available for an unlimited future period subject to the conditions imposed by law including the retention of majority shareholders as dened. 10. Earnings Per Share Basic earnings per share amount is calculated by dividing the prot attributable to ordinary equity holders of the Company by the weighted average number of pre-invitation ordinary shares of no par value as follows:
Three-Month Ended 30 June 2012 (Unaudited) $000 Net prot for the period attributable to the ordinary equity holders of the Company 2013 (Unaudited) $000

2,897 000

2,159 000 225,000

Weighted average number of pre-invitation shares

225,000

Diluted earnings per share is similar to basic earnings per share as there were no potential dilutive ordinary shares existing during the relevant period.

B-14

11.

Dividends on Equity Share

31 March 2013 (Audited) $000 Interim tax exempt (1-tier) dividend paid of $1.25 per share 2,500 30 June 2013 (Unaudited) $000

The dividends were paid in respect of the 2,000,000 shares of EuroSports Auto Pte Ltd to the shareholders of EuroSports Auto Pte Ltd prior to the completion of the Restructuring Exercise. 12. Property, Plant and Equipment
Leasehold property and improvement $000

Construction in progress $000 Cost: At 1 April 2012 Additions Disposals Write-offs At 31 March 2013 (Audited) Additions At 30 June 2013 (Unaudited) Accumulated depreciation: At 1 April 2012 Depreciation for the year Disposals Write-offs At 31 March 2013 (Audited) Depreciation for the period At 30 June 2013 (Unaudited) Net book value: At 1 April 2012 At 31 March 2013 (Audited) At 30 June 2013 (Unaudited) 16,297 17,266 16,297 16,297 969 17,266

Plant and equipment $000

Motor vehicles $000

Renovation $000

Total $000

730 99 (95) 734 14 748

2,219 891 (870) 2,240 944 3,184

1,129 221 (436) 914 9 923

7,451 7,451 7,451

11,529 17,508 (870) (531) 27,636 1,936 29,572

276 180 (91) 365 40 405

765 496 (401) 860 125 985

415 199 (246) 368 41 409

2,831 933 3,764 234 3,998

4,287 1,808 (401) (337) 5,357 440 5,797

454 369 343

1,454 1,380 2,199

714 546 514

4,620 3,687 3,453

7,242 22,279 23,775

Also see Note 18A. a) b) c) d) Depreciation expense is included under administrative expenses. Certain items are under nance lease agreements (see Note 19). Certain motor vehicles are held in trust by the Executive Directors. Construction in progress includes the acquisition costs of 7 and 9 Chang Charn Road, Singapore 159638 of $16,053,000 and cost of construction of an additional showroom at 30 Teban Gardens Crescent, Singapore 609827 of $1,213,000.

B-15

12.

Property, Plant and Equipment (Contd) e) Pursuant to a conditional sale and purchase agreement dated 4 July 2012 between EuroSports Auto Pte Ltd and RBC Dexia Trust Services Singapore Limited (in its capacity as trustee of Cambridge Industrial Trust) (the Purchaser), EuroSports Auto Pte Ltd has agreed to sell its leasehold interest in respect of 30 Teban Gardens Crescent Singapore 608927, comprising the land, building and all mechanical and electrical equipment installed therein, to the Purchaser for a consideration of $41.0 million. It is a condition that EuroSports Auto Pte Ltd must obtain from Jurong Town Council (JTC) a further leasehold term of 22 years and written conrmation from JTC that all terms and conditions imposed by JTC have been fullled and that JTC has granted or conrmed the grant of the further leasehold term. EuroSports Auto Pte Ltd shall obtain this conrmation by 31 March 2014 or such other period as the parties may agree in writing. In the event EuroSports Auto Pte Ltd is unable to obtain JTCs conrmation by the deadline, the Purchaser shall be entitled to rescind the sale and purchase agreement. On completion, EuroSports Auto Pte Ltd shall lease the property from the Purchaser for six (6) years commencing from the actual date of completion at an average annual rent of $3,589,000 over the lease term, with an option to renew the lease for a further term of six (6) years. The leasehold property and leasehold properties under construction in progress are mortgaged as security for the bank facilities (see Note 19).

f)

13.

Inventories
31 March 2013 (Audited) $000 Automobiles Automobile parts and accessories Watches 13,535 1,045 2,378 16,958 30 June 2013 (Unaudited) $000 12,683 1,489 2,177 16,349

Inventories are stated after allowance. Movements in allowance:

31 March 2013 (Audited) $000 Balance at beginning of the year/period Charge to prot or loss included in cost of sales Used Balance at end of the year/period Changes in inventories of nished goods The amount of inventories included in cost of sales The write-downs of inventories charged to prot or loss included in cost of sales 310 1,222 (310) 1,222 6,290 65,633 1,222 30 June 2013 (Unaudited) $000 1,222 1,222 (609) 3,249

Certain inventories are pledged as security for the bank facilities and nance leases (Note 19).

B-16

14.

Trade and Other Receivables

31 March 2013 (Audited) $000 Trade receivables: Outside parties Less allowance for impairment Related party (Note 3) Subtotal Other receivables: Related parties (Note 3) Staff loans Subtotal Total trade and other receivables Movements in above allowance: Balance at beginning of the year/period Charge for trade receivables to prot or loss included in other charges Used/bad debts written off Balance at end of the year/period 112 182 (66) 228 228 228 4,857 6 4,863 6,362 2,605 5 2,610 3,724 1,419 (228) 308 1,499 1,342 (228) 1,114 30 June 2013 (Unaudited) $000

15.

Other Assets
31 March 2013 (Audited) $000 Deposits
(a) (b)

30 June 2013 (Unaudited) $000 2,631 138 2,769

2,776 126 83 2,985

Deferred expenses Prepayments

(a)

Pursuant to a heads of agreement between EuroAutomobile Pte. Ltd. and Spania GTA Tecnomotive S.L. (GTA Spain), a company incorporated in Spain, dated 22 September 2012, the Group will be granted the distributorship for GTA Spains automobiles (GTA automobiles)in the Asia Pacic region. GTA Spain will enter into an exclusive distributorship agreement with Spania GTA Asia Pacic Private Ltd. (GTA Singapore) granting GTA Singapore the exclusive rights to distribute GTA automobiles in the designated territories, including mainly the Asia Pacic region. In addition, the Group has been granted a call option by GTA Spain to subscribe for such shares representing 13.4% of the share capital of GTA Spain at a subscription consideration of EUR2 million. The Group is to purchase up to eight (8) units of GTA automobiles from GTA Spain and has paid an aggregate refundable deposit of EUR1.2 million (S$1.9 million equivalent) to GTA Spain for the purchase of ve (5) units of GTA automobiles as of 30 June 2013. The Executive Directors of the Company have on 18 November 2013 executed a deed of indemnity in favour of the Group, pursuant to which the Executive Directors have undertaken, inter alia, that they will pay to the Group, on a joint and several basis, all deposits and monies paid to GTA Spain in connection with the GTA automobiles remaining undelivered, in the event (i) GTA Spain fails to deliver the GTA automobiles by 31 March 2015 and fails to refund the deposits and all monies paid to GTA Spain in connection therewith, in full, to the Group; or (ii) if GTA Spain is wound up dissolved, insolvent, bankrupt or placed in judicial management, whichever is the earlier.

B-17

15.

Other Assets (Contd) (b) On 17 January 2013, the Group entered into a call option agreement to acquire 70% of the issued and paid-up share capital of E Collezione Pte. Ltd. at a consideration of $2.1 million. Pursuant to this transaction, a deposit of $210,000 was paid. An Executive Director of the Company has undertaken to the vendors that in the event the Group does not exercise the call option by the expiry of the stipulated option period, the Executive Director concerned will pay the shareholders of E Collezione Pte. Ltd. a compensation. As at the date of this report, the Group did not exercise the call option, which lapsed as of 30 June 2013. The deposit has since been refunded to the Group. No compensation was paid or payable by the Executive Director concerned pursuant to such undertaking.

16.

Cash and Cash Equivalents

31 March 2013 (Audited) $000 Not restricted in use Cash restricted in use over 3 months 5,582 360 5,942 30 June 2013 (Unaudited) $000 3,734 360 4,094

16A. Cash and Cash Equivalents in the Statement of Cash Flows:

31 March 2013 (Audited) $000 Amount as shown above Bank overdrafts Cash restricted in use over 3 months Cash and cash equivalents for statement of cash ows purposes at end of the year/period 5,942 (1,900) (360) 3,682 30 June 2013 (Unaudited) $000 4,094 (1,961) (360) 1,773

16B. Non-Cash Transactions: Additions to plant and equipment and inventories for the period ended 30 June 2013 amounting to $200,000 and $2,503,000 respectively (30 June 2012: $Nil and $1,527,000 respectively) were acquired by means of nance leases. 17. Share Capital
Number of shares issued 000 Ordinary shares of no par value: Balance at 1 April 2012, 31 March 2013 and 30 June 2013
(a)

Share capital $000

3,500

3,500

(a)

The share capital represents the combined share capital of EuroSports Auto Pte Ltd and EuroAutomobile Pte. Ltd. prior to the Restructuring Exercise (Note 1.2 of the Audited Combined Financial Statements for the reporting years ended 31 March 2011, 2012 and 2013 (Appendix A)).

The ordinary shares of no par value which are fully paid carry no right of xed income and with one vote per share.

B-18

17.

Share Capital (Contd) Capital Management: The objectives when managing capital are: to safeguard the reporting entitys ability to continue as a going concern, so that it can continue to provide returns for owners and benets for other stakeholders, and to provide an adequate return to owners by pricing the sales commensurately with the level of risk. The management sets the amount of capital to meet its requirements and the risk taken. There were no changes in the approach to capital management during the reporting period. The management manages the capital structure and makes adjustments to it where necessary or possible in the light of changes in conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the management may adjust the amount of dividends paid to owners, return capital to owners, issue new shares, or sell assets to reduce debt. Adjusted capital comprises all components of equity (that is, share capital and reserves). The management monitors the capital on the basis of the debt-to-adjusted capital ratio. This ratio is calculated as net debt / adjusted capital (as shown below). Net debt is calculated as total borrowings less cash and cash equivalents.
31 March 2013 (Audited) $000 Net debt: All current and non-current borrowings including nance leases Less cash and cash equivalents Net debt Adjusted capital: Total equity Adjusted capital Debt-to-adjusted capital ratio 8,857 8,857 277.1% 11,016 11,016 209.9% 30,485 (5,942) 24,543 27,221 (4,094) 23,127 30 June 2013 (Unaudited) $000

18.

Other Liabilities
31 March 2013 (Audited) $000 Non-Current: Deferred income (Note 18A) Non-Current, total Current: Deferred income (Note 18A) Deposits from customers Warranty provision (Note 18B) Current, total Total 448 4,866 419 5,733 7,079 448 3,621 374 4,443 5,677 1,346 1,346 1,234 1,234 30 June 2013 (Unaudited) $000

B-19

18.

Other Liabilities (Contd)

18A. Deferred Income

31 March 2013 (Audited) $000 Balance at beginning of the year/period Adjustment Credit to prot or loss included in other income Balance at end of the year/period Presented as: Current Non-Current 448 1,346 1,794 448 1,234 1,682 2,542 (300) (448) 1,794 30 June 2013 (Unaudited) $000 1,794 (112) 1,682

There were additions to leasehold property of $4,050,000 during the reporting year 2012 relating to the fair value of the additions and extension of an additional 3rd storey comprising automobile service centre and ancillary ofce to an existing 2nd storey detached factory constructed on premises that were leased by the Group to a lessee. The Group reimbursed the lessee $1,000,000 for the cost of construction, with the lessee incurring the remaining cost of construction. The construction of the property was completed and was available for use from April 2011. As the property was constructed on the leasehold property belonging to the Group, the control of such property is transferred to the Group. INT FRS 118 Transfers of Assets from Customers is applicable for the transfer of the property to the Group and it is recognised at $3,050,000 being the value of the property for the net cost incurred by the lessee less the amount reimbursed by the Group. The corresponding credit of $3,050,000 is deferred income to be recognised in prot and loss over the expected lease period to June 2017 on the straight line method. The deferred income amount of $3,050,000 has been subsequently revised to $2,750,000 as the Group reimbursed the tenant an additional amount of $300,000 during the reporting year 31 March 2013. 18B. Warranty Provision
31 March 2013 (Audited) $000 Balance at beginning of the year/period Provision charged to prot or loss included in cost of sales Used Balance at end of the year/period 539 118 (238) 419 30 June 2013 (Unaudited) $000 419 8 (53) 374

B-20

19.

Other Financial Liabilities

31 March 2013 (Audited) $000 Non-Current: Bank loans (Note 19A) Finance lease payables (Note 19B) Non-Current, total Current: Bank overdraft (Note 19A) Bank loans (Note 19A) Finance lease payables (Note 19B) Trust receipts and bills payables (Note 19C) Current, total Total The non-current portion is repayable as follows: Due within 2 to 5 years After 5 years Total non-current portion 4,294 8,227 12,521 5,892 8,033 13,925 1,900 1,611 924 13,529 17,964 30,485 1,961 1,611 1,335 8,389 13,296 27,221 11,954 567 12,521 11,570 2,355 13,925 30 June 2013 (Unaudited) $000

The range of oating rate interest rates paid was as follows:

31 March 2013 (Audited) % Bank loans Trust receipts and bills payables 1.28 4.00 - 7.25 30 June 2013 (Unaudited) % 1.28 2.80 7.25

The xed rate interest rates paid was as follows:

31 March 2013 (Audited) % Bank loans 2.32 30 June 2013 (Unaudited) % 2.32

19A. Bank Overdrafts and Bank Loans The bank agreements for certain of the bank overdrafts and bank loans provide among other matters for the following: (a) A legal mortgage over the leasehold property and the leasehold properties under construction in progress. Joint and several guarantees from the Executive Directors of the Company. Need to comply with certain nancial covenants such as (a) the minimum networth of EuroSports Auto Pte Ltd must not be less than $6,000,000 and (b) the leverage ratio be no more than 4.5 times (dened as total liabilities divided by tangible networth).

(b) (c)

The bank loans are repayable monthly from August 2012 and March 2013 by 30 and 180 instalments respectively. B-21

19.

Other Financial Liabilities (Contd)

19B. Finance Lease Payables

30 June 2013 (Unaudited) Minimum payments $000 Minimum lease payments payable: Due within one year Due within 2 to 5 years Total 1,398 2,507 3,905 (63) (152) (215) 1,335 2,355 3,690 5,101 Finance charges $000 Finance charges $000 Present value $000

Net book value of plant and equipment and inventories under nance leases Minimum payments $000 Minimum lease payments payable: Due within one year Due within 2 to 5 years Total 953 593 1,546 (29) (26) (55)

31 March 2013 (Audited)

Present value $000

924 567 1,491 2,547

Net book value of plant and equipment and inventories under nance leases

There are leases for certain of its plant and equipment and inventories under nance leases. The average lease term is 2 to 8 years. All leases are on a xed repayment basis and no arrangements have been entered into for contingent rental payments. The obligations under nance leases are secured by the lessors charge over the leased assets.
31 March 2013 (Audited) % The average effective interest rate per year 1.38 1.88 30 June 2013 (Unaudited) % 1.38 2.86

19C. Trust Receipts and Bills Payables The trust receipts are covered by joint and several guarantees from the Executive Directors of the Company. The period of nancing under trust receipts is 120 days inclusive of suppliers credit. The interest is payable up to 2.25% per annum over Singapore Inter Bank Offer Rate (SIBOR) prevailing from time to time. The credit facilities for bills payables provide among other matters the following: (a) (b) A xed and oating charge over inventories and accounts receivables. Joint and several guarantees by the Executive Directors of the Company.

B-22

20.

Trade and Other Payables

31 March 2013 (Audited) $000 Trade payables: Outside parties and accrued liabilities Other payables: Related parties (Note 3) Dividend payable Other payables for construction in progress Subtotal Total trade and other payables 1,085 125 526 1,736 6,443 1,085 125 1,213 2,423 4,969 4,707 2,546 30 June 2013 (Unaudited) $000

21.

Financial Instruments: Information on Financial Risks

21A. Classication of Financial Assets and Liabilities The following table summarises the carrying amount of nancial assets and liabilities recorded at the end of the reporting period by FRS 39 categories:
31 March 2013 (Audited) $000 Financial assets: Cash and bank balances Loans and receivables At end of the year/period Financial liabilities: Borrowings at amortised cost Trade and other payables at amortised cost At end of the year/period 30,485 6,443 36,928 27,221 4,969 32,190 5,942 6,362 12,304 4,094 3,724 7,818 30 June 2013 (Unaudited) $000

Further quantitative disclosures are included throughout these nancial statements. There are no signicant fair value measurements recognised in the statement of nancial position. 21B. Financial Risk Management The main purpose for holding or issuing nancial instruments is to raise and manage the nances for the entitys operating, investing and nancing activities. There are exposures to the nancial risks on the nancial instruments such as credit risk, liquidity risk and market risk comprising interest rate, currency risk and price risk exposures. The management has certain practices for the management of nancial risks. However these are not documented in formal written documents. The following guidelines are followed: All nancial risk management activities are carried out and monitored by senior management staff. All nancial risk management activities are carried out following good market practices.

B-23

21.

Financial Instruments: Information on Financial Risks (Contd)

21C. Credit Risk on Financial Assets Financial assets that are potentially subject to concentrations of credit risk and failures by counterparties to discharge their obligations in full or in a timely manner consist principally of cash balances with banks, cash equivalents and receivables. The maximum exposure to credit risk is: the total of the fair value of the nancial instruments; the maximum amount the entity could have to pay if the guarantee is called on; and the full amount of any loan payable commitment at the end of the reporting period. Credit risk on cash balances with banks and any derivative nancial instruments is limited because the counter-parties are entities with acceptable credit ratings. For credit risk on receivables an ongoing credit evaluation is performed on the nancial condition of the debtors and a loss from impairment is recognised in prot or loss. The exposure to credit risk is controlled by setting limits on the exposure to individual customers and these are disseminated to the relevant persons concerned and compliance is monitored by management. There is no signicant concentration of credit risk, as the exposure is spread over a large number of counterparties and customers unless otherwise disclosed in the notes to the nancial statements below. Note 16 discloses the maturity of the cash and cash equivalents balances. The Group generally does not grant credit terms. However, the Group may grant credit terms to customers on a case by case basis, depending on the contract value, relationship with the customer and payment track record of the customer. But some customers take a longer period to settle the amounts. (a) Ageing analysis of the age of trade receivable amounts that are past due as at the end of reporting year/period but not impaired:
31 March 2013 (Audited) $000 Trade receivables: Less than 30 days 31 60 days 61 90 days Over 90 days Total 807 58 15 539 1,419 977 118 1 246 1,342 30 June 2013 (Unaudited) $000

(b)

Ageing analysis as at the end of reporting year/period of trade receivables amounts that are impaired:
31 March 2013 (Audited) $000 Trade receivables: Over 90 days Total 228 228 228 228 30 June 2013 (Unaudited) $000

Other receivables are normally with no xed terms and therefore there is no maturity. Management has made arrangements to ensure that all non-trade debts are settled before the listing date.

B-24

21.

Financial Instruments: Information on Financial Risks (Contd)

21D. Liquidity Risk The following table analyses the non-derivative nancial liabilities by remaining contractual maturity (contractual and undiscounted cash ows):
Less than 1 year $000 30 June 2013 (Unaudited) Non-derivative nancial liabilities: Gross borrowings commitments Trade and other payables At end of the period 31 March 2013 (Audited) Non-derivative nancial liabilities: Gross borrowings commitments Trade and other payables At end of the year 18,101 6,443 24,544 5,531 5,531 11,632 11,632 35,264 6,443 41,707 13,467 4,969 18,436 7,308 7,308 11,535 11,535 32,310 4,969 37,279 2-5 years $000 More than 5 years $000

Total $000

The above amounts disclosed in the maturity analysis are the contractual undiscounted cash ows and such undiscounted cash ows differ from the amount included in the statements of nancial position. When the counterparty has a choice of when an amount is paid, the liability is included on the basis of the earliest date on which it can be required to pay. At the end of the reporting period no claims on the nancial guarantees are expected. The liquidity risk refers to the difculty in meeting obligations associated with nancial liabilities that are settled by delivering cash or another nancial asset. It is expected that all the liabilities will be paid at their contractual maturity. Purchases of new automobiles are generally conducted on a cash on delivery basis and for purchase of new demo automobiles, a credit period of 90 days may be granted. The average credit period taken to settle purchases of automobile parts and accessories and other trade payables is about 30 days. The other payables are with short-term durations. In order to meet such cash commitments the operating activity is expected to generate sufcient cash inows. The classication of the nancial assets is shown in the statement of nancial position as they may be available to meet liquidity needs and no further analysis is deemed necessary. Bank facilities:
31 March 2013 (Audited) $000 Undrawn borrowing facilities 24,230 30 June 2013 (Unaudited) $000 38,310

The undrawn borrowing facilities are available for operating activities and to settle other commitments. Borrowing facilities are maintained to ensure funds are available for the operations. A schedule showing the maturity of nancial liabilities and unused bank facilities is provided regularly to management to assist in monitoring the liquidity risk.

B-25

21.

Financial Instruments: Information on Financial Risks (Contd)

21E. Interest Rate Risk The interest rate risk exposure is mainly from changes in xed rate and oating interest rates. The interest from nancial assets including cash balances is not signicant. The following table analyses the breakdown of the signicant nancial instruments (excluding derivatives) by type of interest rate:
31 March 2013 (Audited) $000 Financial liabilities: Fixed rate Floating rates 30 June 2013 (Unaudited) $000

2,957 27,528 30,485

1,267 25,954 27,221

Financial assets: Fixed rate

360

360

The interest rates are disclosed in the respective notes. Sensitivity analysis: The effect on pre-tax prot is not signicant. 21F. Foreign Currency Risk Analysis of amounts denominated in non-functional currencies:
Great Britain Pound $000 Swiss Francs $000

Euro $000 30 June 2013 (Unaudited) Financial assets: Cash and bank balances Total nancial assets Financial liabilities: Trade and other payables Total nancial liabilities Net nancial assets at end of the period 31 March 2013 (Audited) Financial assets: Cash and bank balances Total nancial assets Financial liabilities: Trade and other payables Total nancial liabilities Net nancial (liabilities) assets at end of the year (332) (332) (303) 29 29 10 10

Total $000

11 11

21 21

(2) (2) 8

(3) (3) 8

(5) (5) 16

20 20

49 49

(8) (8) 12

(171) (171) (171)

(511) (511) (462)

There is exposure to foreign currency risk as part of its normal business. Sensitivity analysis: The effect on pre-tax prot is not signicant.

B-26

22.

Capital Commitments
31 March 2013 (Audited) $000 Commitments for construction in progress 1,742 30 June 2013 (Unaudited) $000 847

23.

Operating Lease Payment Commitments At the end of the reporting year/period, the total of future minimum lease payment commitments under non-cancellable operating leases are as follows:
31 March 2013 (Audited) $000 Not later than one year Later than one year and not later than ve years Rental expense for the year/period 290 919 498 30 June 2013 (Unaudited) $000 306 893 74

Operating lease payments represent rentals for ofce and showroom premises. The lease rental terms are negotiated for an average term of ten years and rentals are subject to an escalation clause but the amount of the rent increase is not to exceed a certain percentage. Also see Note 12. 24. Operating Lease Income Commitments At the end of the reporting year/period, the total of future minimum lease receivables committed under non-cancellable operating leases are as follows:
31 March 2013 (Audited) $000 Not later than one year Later than one year and not later than ve years Rental income for the year/period 564 388 606 30 June 2013 (Unaudited) $000 564 247 168

Operating lease income commitments are for office premises. The lease rental terms are negotiated for an average term of ve years.

B-27

25.

Contingent Liabilities and Other Commitments

31 March 2013 (Audited) $000 Bankers guarantee in favour of suppliers (secured see Note 19C) Corporate guarantees to banks in favour of customers 1,137 800 30 June 2013 (Unaudited) $000 1,139

Guarantee contracts For nancial guarantee contracts the maximum earliest period in which the guarantee could be called is used. At the end of the reporting year/period no claims on the nancial guarantees are expected. The following table shows the maturity analysis of the contingent liabilities:
Less than 1 year 31 March 2013 (Audited) $000 Guarantee contracts given by Executive Directors (Note 3) 26,457 30 June 2013 (Unaudited) $000 26,457

26.

Events After the End of the Reporting Period Please refer to the Audited Combined Financial Statements for the reporting years ended 31 March 2011, 2012 and 2013 (Appendix A).

27.

Financial Information by Operating Segments The Groups operating businesses are currently organised according to their nature of business activities. Such structural organisation is determined by the nature of risks and returns associated to each business segment and denes the management structure as well as the internal reporting system. Currently, the Group has only an automobile segment and it represents the basis on which the Group reports its segment information. The Group mainly operated in Singapore during the period. There are no customers with revenue transactions of over 10% of the group revenue. The watch segment is not signicant.

B-28

APPENDIX C

INDEPENDENT AUDITORS REPORT AND THE UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION FOR THE REPORTING YEAR ENDED 31 MARCH 2013 AND THE REPORTING PERIOD ENDED 30 JUNE 2013

EUROSPORTS GLOBAL LIMITED

(Registration No: 201230284Z)

Pro Forma Combined Financial Information For the Reporting Year Ended 31 March 2013 and the Reporting Period Ended 30 June 2013

C-1

INDEPENDENT AUDITORS REPORT ON THE COMPILATION OF UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION FOR THE REPORTING YEAR ENDED 31 MARCH 2013 AND REPORTING PERIOD ENDED 30 JUNE 2013 OF EUROSPORTS GLOBAL LIMITED

7 January 2014

The Board of Directors EuroSports Global Limited 30 Teban Gardens Crescent Singapore 608927

Dear Sirs

Report on the Compilation of Unaudited Pro Forma Combined Financial Information Included in an Offer Document We have completed our assurance engagement to report on the compilation of pro forma nancial information of Eurosports Global Limited (the Company) and its subsidiaries (collectively, the Group) by the management of the Company (the Management). The pro forma nancial information consists of the pro forma statements of nancial position as at 31 March 2013 and 30 June 2013, the pro forma statements of comprehensive income for the reporting year ended 31 March 2013 and reporting period ended 30 June 2013, the pro forma statements of cash ow for the reporting year ended 31 March 2013 and reporting period ended 30 June 2013, and related notes as set out on pages C-5 to C-14 of the Offer Document issued by the Company. The basis of preparation which the Management has compiled the pro forma nancial information are described in Note 2 to the Unaudited Pro Forma Combined Financial Information (the Basis of Preparation). The pro forma nancial information has been compiled by the Management to illustrate the impact of the events and transactions set out in Note 3 on the Groups nancial position as at 31 March 2013 and 30 June 2013 as if the events had taken place at 31 March 2013 and 30 June 2013 respectively; and the Groups nancial performance and cash ows for the reporting year ended 31 March 2013 and reporting period ended 30 June 2013 as if the events had taken place at 1 April 2012 and 1 April 2013 respectively. As part of this process, information about the Groups nancial position, nancial performance and cash ows has been extracted by the Management from the Groups combined nancial statements for the reporting year ended 31 March 2013 and the Groups unaudited interim combined nancial statements for the reporting period ended 30 June 2013, included in Appendix A and B of this Offer Document. Managements Responsibility for the Pro Forma Financial Information The Management is responsible for compiling the pro forma nancial information on the Basis of Preparation. Independent Auditors Responsibility Our responsibility is to express an opinion about whether the pro forma nancial information has been compiled, in all material respects, by the Management on the Basis of Preparation. We conducted our engagement in accordance with Singapore Standard on Assurance Engagements (SSAE) 3420, Assurance Engagements to Report on the Compilation of Pro Forma Financial Information Included in a Prospectus, issued by the Institute of Singapore Chartered Accountants. This standard requires that the Independent Auditors comply with ethical requirements and plan and perform procedures to obtain reasonable assurance about whether the Management has compiled, in all material respects, the pro forma nancial information on the Basis of the Preparation.

C-2

INDEPENDENT AUDITORS REPORT ON THE COMPILATION OF UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION FOR THE REPORTING YEAR ENDED 31 MARCH 2013 AND REPORTING PERIOD ENDED 30 JUNE 2013 OF EUROSPORTS GLOBAL LIMITED

For purposes of this engagement, we are not responsible for updating or reissuing any reports or opinions on any historical nancial information used in compiling the pro forma nancial information, nor have we, in the course of this engagement, performed an audit or review of the nancial information used in compiling the pro forma nancial information. The purpose of the pro forma nancial information included in an Offer Document is solely to illustrate the impact of a signicant event of transaction on unadjusted nancial information of the entity as if the event had occurred or the transaction had been undertaken at an earlier date selected for purposes of the illustration. Accordingly, we do not provide any assurance that the actual outcome of the event or transaction at the respective dates would have been as presented. A reasonable assurance engagement to report on whether the pro forma nancial information has been compiled, in all material respects, on the Basis of Preparation involves performing procedures to assess whether the applicable criteria used by the Management in the compilation of the pro forma nancial information provide a reasonable basis for presenting the signicant effects directly attributable to the event or transaction, and to obtain sufcient appropriate evidence about whether:

The related pro forma adjustments give appropriate effect to those criteria; and The pro forma nancial information reects the proper application of those adjustments to the unadjusted nancial information.

The procedures selected depend on the Independent Auditors judgment, having regard to the Independent Auditors understanding of the nature of the Group, the event or transaction in respect of which the pro forma nancial information has been compiled, and other relevant engagement circumstances. The engagement also involves evaluating the overall presentation of the pro forma nancial information. We believe that the evidence we have obtained is sufcient and appropriate to provide a basis for our opinion. Opinion In our opinion: (a) the pro forma nancial information has been compiled: (i) in a manner consistent with the accounting policies adopted by the Group in the audited combined nancial statements, which are in accordance with the Singapore Financial Reporting Standards; on the Basis of the Preparation stated in Note 2 of the Unaudited Pro Forma Combined Financial Information; and

(ii)

(b)

each material adjustment made to the information used in the preparation of the pro forma nancial information is appropriate for the purpose of preparing such unaudited nancial information.

C-3

INDEPENDENT AUDITORS REPORT ON THE COMPILATION OF UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION FOR THE REPORTING YEAR ENDED 31 MARCH 2013 AND REPORTING PERIOD ENDED 30 JUNE 2013 OF EUROSPORTS GLOBAL LIMITED

Restriction on Distribution and Use This report has been prepared solely for inclusion in the Offer Document of the Company in connection with the proposed initial public offering of ordinary shares in the capital of the Company on Catalist of the Singapore Exchange Securities Trading Limited.

Your faithfully

RSM Chio Lim LLP Public Accountants and Chartered Accountants Singapore 7 January 2014

Partner in charge: Paul Lee Seng Meng A member of the Institute of Singapore Chartered Accountants

C-4

Unaudited Pro Forma Combined Statements of Comprehensive Income For the Reporting Year Ended 31 March 2013

Audited combined statement of comprehensive income for the reporting year ended 31 March 2013 $000 Revenue Cost of Sales Gross Prot Other Income Interest Income Other Credits (Charges), Net Marketing and Distribution Expenses Administrative Expenses Finance Costs Prot Before Tax Income Tax Expense Prot, Net of Tax Total Comprehensive Income Earnings Per Share (Cents) Basic and diluted 2.99 4(i) 86,368 (69,171) 17,197 4,135 70 (489) (3,362) (8,740) (466) 8,345 (1,626) 6,719 6,719 4(ii) 4(ii) 4(ii) 4(ii)

Unaudited pro forma combined statement of Unaudited comprehensive pro forma income for the adjustments reporting year ended (see explanatory notes) 31 March 2013 $000 $000 86,368 (69,171) 17,197 2,885 14,380 (3,736) (270) 13,259 13,259 13,259 7,020 70 13,891 (3,362) (12,476) (736) 21,604 (1,626) 19,978 19,978

8.88

C-5

Unaudited Pro Forma Combined Statements of Comprehensive Income For the Reporting Period Ended 30 June 2013

Unaudited combined statement of comprehensive income for the reporting period ended 30 June 2013 $000 Revenue Cost of Sales Gross Prot Other Income Interest Income Other Credits (Charges), Net Marketing and Distribution Expenses Administrative Expenses Finance Costs Prot Before Tax Income Tax Expense Prot, Net of Tax Total Comprehensive Income Earnings Per Share (Cents) Basic and diluted 0.96 4(i) 19,563 (14,658) 4,905 620 1 (16) (719) (2,023) (166) 2,602 (443) 2,159 2,159 4(ii) 4(ii) 4(ii) 4(ii)

Unaudited pro forma combined statement of Unaudited comprehensive pro forma income for the adjustments reporting period ended (see explanatory notes) 30 June 2013 $000 $000 19,563 (14,658) 4,905 721 15,313 (933) (68) 15,033 15,033 15,033 1,341 1 15,297 (719) (2,956) (234) 17,635 (443) 17,192 17,192

7.64

C-6

Unaudited Pro Forma Combined Statements of Financial Position As at 31 March 2013

Audited combined statement of nancial position as at 31 March 2013 $000 ASSETS Non-Current Assets Property, Plant and Equipment Total Non-Current Assets Current Assets Inventories Trade and Other Receivables Other Assets Cash and Cash Equivalents Total Current Assets Total Assets EQUITY AND LIABILITIES Equity Share Capital Retained Earnings 3,500 5,357 4(i) 4(i) 4(ii) 4(iii) Total Equity Non-Current Liabilities Other Financial Liabilities, Non-Current Other Liabilities, Non-Current Total Non-Current Liabilities Current Liabilities Income Tax Payable Trade and Other Payables Other Financial Liabilities, Current Other Liabilities, Current Total Current Liabilities Total Liabilities Total Equity and Liabilities 1,662 6,443 17,964 5,733 31,802 45,669 54,526 4(ii) 4(ii) 4(ii) 12,521 1,346 13,867 4(ii) 8,857 16,958 6,362 2,985 5,942 32,247 54,526 4(ii) 4(ii) 4(iii) 22,279 22,279 4(ii)

Unaudited pro forma adjustments (see explanatory notes) $000

Unaudited pro forma combined statement of nancial position as at 31 March 2013 $000

1,187

23,466 23,466

16,958 6,362 3,415 35,585 (8,000) 63,247 86,713 6,400 33,527

4,453 (4,453) 17,107 (8,000)

7,953 10,011

17,964

12,521 15,321 16,667 29,188

1,662 (526) 5,400 2,885 5,917 23,364 8,618 39,561 68,749 86,713

C-7

Unaudited Pro Forma Combined Statements of Financial Position As at 30 June 2013

Unauudited combined statement of nancial position as at 30 June 2013 $000 ASSETS Non-Current Assets Property, Plant and Equipment Total Non-Current Assets Current Assets Inventories Trade and Other Receivables Other Assets Cash and Cash Equivalents Total Current Assets Total Assets EQUITY AND LIABILITIES Equity Share Capital Retained Earnings 3,500 7,516 4(i) 4(i) 4(ii) 4(iii) Total Equity Non-Current Liabilities Other Financial Liabilities, Non-Current Other Liabilities, Non-Current Total Non-Current Liabilities Current Liabilities Income Tax Payable Trade and Other Payables Other Financial Liabilities, Current Other Liabilities, Current Total Current Liabilities Total Liabilities Total Equity and Liabilities 1,828 4,969 13,296 4,443 24,536 39,695 50,711 4(ii) 4(ii) 4(ii) 13,925 1,234 15,159 4(ii) 11,016 16,349 3,724 2,769 4,094 26,936 50,711 4(ii) 4(ii) 4(iii) 23,775 23,775 4(ii)

Unaudited pro forma adjustments (see explanatory notes) $000

Unaudited pro forma combined statement of nancial position as at 30 June 2013 $000

734

24,509 24,509

16,349 3,724 3,415 35,585 (8,000) 57,936 82,445 6,184 31,679

4,453 (4,453) 17,229 (8,000)

7,953 12,292

20,245

13,925 15,433 16,667 30,592

1,828 (1,213) 5,400 2,885 3,756 18,696 7,328 31,608 62,200 82,445

C-8

Unaudited Pro forma Combined Statement of Cash Flows For the Reporting Year Ended 31 March 2013

Audited combined statement of cash ow for the reporting year ended 31 March 2013 $000 Cash Flows From Operating Activities Prot before Tax Adjustment for: Deferred Income Depreciation of Property, Plant and Equipment Gains on Disposal of Plant and Equipment Interest Income Interest Expenses Plant and Equipment Written off Operating Cash Flows before Changes in Working Capital Inventories Trade and Other Receivables Finance Lease Receivables Other Assets Other Liabilities Trade and Other Payables Net Cash Flows From Operations Income Taxes Paid Net Cash Flows From (Used In) Operating Activities Cash Flows From Investing Activities Purchase of Property, Plant and Equipment Disposals of Plant and Equipment Interest Received Net Cash Flows (Used In) From Investing Activities Cash Flows From Financing Activities Increase in Other Financial Liabilities Increase from New Borrowings Finance Lease Repayments Dividends Paid to Equity Owners Interest Paid Cash Restricted in Use over 3 Months Net Cash Flows From Financing Activities Net Increase in Cash and Cash Equivalents Cash and Cash Equivalents, Statement of Cash Flows, Beginning Balance Cash and Cash Equivalents, Statement of Cash Flows, Ending Balance 5,311 14,160 (2,855) (2,500) (466) (360) 13,290 3,262 420 3,682 4(iii) 4(ii) 4(ii) (16,834) 551 70 (16,213) 4(ii) 4(ii) (448) 1,808 (82) (70) 466 194 10,213 (3,421) 8,696 57 (2,311) (4,069) (1,318) 7,847 (1,662) 6,185 4(ii) 4(ii) 4(ii) 4(ii) 4(ii) 8,345 4(ii)

Unaudited pro forma combined Unaudited statement of pro forma cash ow adjustments for the reporting (see explanatory year ended 31 notes) March 2013 $000 $000

13,259 (2,885) 147 (14,380) 270

21,604 (3,333) 1,955 (14,462) (70) 736 194 6,624 (3,421) 8,696 57

(3,415)

(5,726) (4,069) (1,318) 843 (1,662) (819)

(7,400) 41,000

(24,234) 41,551 70 17,387

5,311 5,400 (8,000) (270) 19,560 (2,855) (10,500) (736) (360) 10,420 26,988 420 27,408

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Unaudited Pro forma Combined Statement of Cash Flows For the Reporting Period Ended 30 June 2013

Unaudited combined statement of cash ow for the reporting period ended 30 June 2013 $000 Cash Flows From Operating Activities Prot before Tax Adjustment for: Deferred Income Depreciation of Property, Plant and Equipment Gains on Disposal of Plant and Equipment Interest Income Interest Expenses Operating Cash Flows before Changes in Working Capital Inventories Trade and Other Receivables Other Assets Other Liabilities Trade and Other Payables Net Cash Flows From Operations Income Taxes Paid Net Cash Flows From Operating Activities Cash Flows From Investing Activities Purchase of Property, Plant and Equipment Disposals of Plant and Equipment Interest Received Net Cash Flows (Used In) From Investing Activities Cash Flows From Financing Activities Decrease in Other Financial Liabilities Increase from New Borrowings Finance Lease Repayments Dividends Paid to Equity Owners Interest Paid Net Cash Flows From Financing Activities Net Increase in Cash and Cash Equivalents Cash and Cash Equivalents, Statement of Cash Flows, Beginning Balance Cash and Cash Equivalents, Statement of Cash Flows, Ending Balance (5,524) (504) (166) (6,194) (1,909) 3,682 1,773 4(iii) 4(ii) 4(ii) (1,736) 1 (1,735) 4(ii) 4(ii) (112) 440 (1) 166 3,095 3,112 2,638 216 (1,290) (1,474) 6,297 (277) 6,020 4(ii) 4(ii) 4(ii) 4(ii) 4(ii) 2,602 4(ii)

Unaudited pro forma combined Unaudited statement of pro forma cash ow adjustments for the reporting (see explanatory period ended 30 notes) June 2013 $000 $000

15,033 (721) 36 (15,313) 68

17,635 (833) 476 (15,313) (1) 234 2,198 3,112 2,638

(3,415)

(3,199) (1,290) (1,474) 1,985 (277) 1,708

(7,400) 41,000

(9,136) 41,000 1 31,865

(5,524) 5,400 (8,000) (68) 5,400 (504) (8,000) (234) (8,862) 24,711 3,682 28,393

C-10

Explanatory Notes to the Unaudited Pro Forma Combined Financial Information For the Reporting Year Ended 31 March 2013 and Reporting Period Ended 30 June 2013

1.

General The Company is incorporated in Singapore with limited liability. The Company changed its name to EuroSports Global Limited upon its conversion to a public limited company on 5 December 2013. The principal activities of the Company are those of an investment holding company and the provision of management services to the Group. The principal activities of the Companys subsidiaries are trading and distribution of automobiles and automobile related parts and accessories and trading and distribution of watches and related accessories. The registered ofce address of the Company is: 30 Teban Gardens Crescent, Singapore 608927. The Company is situated in Singapore. The unaudited pro forma combined nancial information for the reporting year ended 31 March 2013 and the reporting period ended 30 June 2013 were approved and authorised for issue by the Board of Directors on 9 December 2013.

2.

Basis of Preparation of the Unaudited Pro Forma Financial Information The unaudited pro forma combined nancial information for the reporting year ended 31 March 2013 and reporting period ended 30 June 2013 were been prepared for inclusion in the Offer Document in connection with the initial public offering of shares of EuroSports Global Limited and should be read in conjunction with the audited combined nancial statements of the Company and its subsidiaries (collectively the Group) for the reporting years ended 31 March 2011, 2012 and 2013 (Appendix A) and the unaudited combined nancial statements for the reporting period ended 30 June 2013 (Appendix B). The unaudited pro forma combined nancial information, which comprises the unaudited pro forma combined statements of nancial position, statements of comprehensive income and statements of cash ows, has been prepared for illustrative purposes only to show what the nancial position of the Group as at 31 March 2013 and 30 June 2013 and the nancial results and cash ows for the reporting year ended 31 March 2013 and reporting period ended 30 June 2013 would have been based on certain assumptions and after making certain adjustments as stated below. The unaudited pro forma combined nancial information, because of their nature may not give a true picture of the Groups actual nancial position, results and cash ows. The unaudited pro forma combined nancial information has been prepared based on the audited combined nancial statements of the Group for the reporting year ended 31 March 2013 (Appendix A), and the unaudited combined nancial statements for the reporting period ended 30 June 2013 (Appendix B), which have been prepared in accordance with the Singapore Financial Reporting Standards by management. The audited combined nancial statements for the reporting year ended 31 March 2013 was audited by RSM Chio Lim LLP in accordance with Singapore Standards on Auditing. The independent auditors issued an unqualied report on the combined nancial statements for the reporting year ended 31 March 2013. The unaudited combined nancial statements for the reporting period ended 30 June 2013 was reviewed by RSM Chio Lim LLP in accordance with Singapore Standard on Review Engagement 2410, Review of Interim Financial Information Performed by the Independent Auditor of the Entity.

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2.

Basis of Preparation of the Unaudited Pro Forma Financial Information (Contd) The unaudited pro forma combined nancial information is presented in Singapore dollars and all values are rounded to the nearest thousand ($000) except when otherwise indicated. The Group has applied the same accounting policies and methods of computation in the unaudited pro forma combined nancial information of the Group as those of the most recently audited combined nancial statements for the reporting year ended 31 March 2013. The unaudited pro forma combined nancial information for the reporting year ended 31 March 2013 and reporting period ended 30 June 2013 have been prepared for illustrative purposes only based on certain assumptions and after making certain adjustments to show what: (i) the nancial results of the Group for the reporting year ended 31 March 2013 and reporting period ended 30 June 2013 would have been if the Signicant Events had occurred since the beginning of the reporting year 31 March 2013 and reporting period 30 June 2013 respectively; the nancial position of the Group as at 31 March 2013 and 30 June 2013 would have been if the Signicant Events had occurred at the end of the reporting year / period; and the cash ows of the Group for the reporting year ended 31 March 2013 and reporting period ended 30 June 2013 would have been if the Signicant Events had occurred since the beginning of the reporting year 31 March 2013 and reporting period 30 June 2013 respectively.

(ii)

(iii)

The unaudited pro forma combined nancial information, because of their nature, is not necessarily indicative of the results of the operations, cash ows or the related effects on the nancial position that would have been attained had the Signicant Events actually occurred earlier. Save as disclosed in these Explanatory Notes, the Directors of the Company, for the purposes of preparing this set of pro forma combined nancial information, have not considered the effect of other events. 3. Signicant Events Save for the Signicant Events described below, the Directors, as at the date of this report, are not aware of any signicant acquisitions or disposals of assets and any signicant changes made to the capital structure of the Company subsequent to 30 June 2013. 3A. Restructuring Exercise and Share Capital The Group was formed through the Restructuring Exercise disclosed in Note 1.2 to the Audited Combined Financial Statements of the Group for the reporting years ended 31 March 2011, 2012 and 2013 (Appendix A). As a result of the above, the resultant pre-invitation share capital of the Group and Company is $7,952,863 and the number of pre-invitation shares is 225,000,000.

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3. 3B.

Signicant Events (Contd) Sale and leaseback of leasehold property located at 30 Teban Gardens Crescent, Singapore 608927 Pursuant to a conditional sale and purchase agreement dated 4 July 2012 between EuroSports Auto Pte Ltd and RBC Dexia Trust Services Singapore Limited (in its capacity as trustee of Cambridge Industrial Trust)(the Purchaser), EuroSports Auto Pte Ltd has agreed to sell its leasehold interest in respect of 30 Teban Gardens Crescent, Singapore 608927, comprising the land, building and all mechanical and electrical equipment installed therein, to the Purchaser for a consideration of $41.0 million. It is a condition that EuroSports Auto Pte Ltd must obtain from Jurong Town Council (JTC) a further leasehold term of 22 years and written conrmation from JTC that all terms and conditions imposed by JTC have been fullled and that JTC has granted or conrmed the grant of the further leasehold term. EuroSports Auto Pte Ltd shall obtain this conrmation by 31 March 2014 or such other period as the parties may agree in writing. In the event EuroSports Auto Pte Ltd is unable to obtain JTCs conrmation by the deadline, the Purchaser shall be entitled to rescind the sale and purchase agreement. On completion, EuroSports Auto Pte Ltd shall lease the property from the Purchaser for six years commencing from the actual date of completion at an average annual rent of $3,589,000 over the lease term, with an option to renew the lease for a further term of six years. The rental deposit of $3,415,000 is assumed to be paid by cash. Knight Frank Pte Ltd, a rm of independent professional valuers, valued 30 Teban Gardens Crescent, Singapore 608927 as at 4 July 2012 at $21.0 million on the assumption that the 22 years lease extension from JTC has been or will be granted and the property is sold in the open market without the benet of any leaseback agreement. The Directors consider this valuation as the fair value of the property at the date of the conditional sale and purchase agreement. The difference between the consideration of $41.0 million and fair value of $21.0 million will be deferred and amortised over the leaseback period of six years or at an annual amount of $3,333,000. The offer from JTC to grant the 22 years lease extension is conditional upon the fullment of, inter alia, certain investment criteria, including the fullment of aggregate investment on building and civil works and plant and machinery at the Groups premises at 30 Teban Gardens Crescent of at least $8.3 million, of which at least $6.0 million must consist of new investment on plant and machinery and building and civil works, and the remainder may consist of the net book values of the existing building and civil works and existing plant and machinery. In fullling the requirements of minimum new investment of $6.0 million, the Group intends to construct an annex to their premises at 30 Teban Gardens Crescent, comprising an additional two storey showroom, display area and ofce, at an approximate cost of $2.0 million, out of which $0.6 million of the building construction costs will go towards partial fullment of the minimum new investment of $6.0 million, and acquire automobiles at an approximate cost of $5.4 million as plant and equipment for demo and/or test-drive purposes and/or for the purpose of leasing. The remainder of the required aggregate investment above will consist of the net book values of the existing building and civil works and existing plant and machinery. It is assumed that the construction cost of $2.0 million will be funded by cash and the automobiles to be acquired are for leasing out to customers and the cost of $5.4 million will be funded by drawdown of existing credit facilities available to the Group, repayable over 5 years at an interest rate of 5% per annum.

3C.

Special dividend The Company intends to declare a one-time special dividend of between $6 million and $8 million subject to completion of the sale and leaseback of the leasehold property located at 30 Teban Gardens Crescent, Singapore 608927 and such dividend is expected to be funded solely by the sale proceeds arising therefrom. The Group is in the process of fullling the conditions precedent to completion of the sale and leaseback of the leasehold property and expects to complete the sale and leaseback arrangement by the rst quarter of 2014, upon which the Company intends to declare the special dividend in FY2015. For the purposes of the preparation of this unaudited pro forma combined nancial information, the special dividend is assumed as $8 million.

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4.

Pro forma Adjustments Based on the assumptions and the Signicant Events disclosed in Notes 2 and 3 above, the following material adjustments have been made to the audited combined nancial statements of the Group in arriving at the unaudited pro forma combined nancial information: (i) (ii) restructuring exercise; sales and leaseback of leasehold property located at 30 Teban Gardens Crescent, Singapore 608927; and one-time special dividend to be declared by the Company.

(iii)

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APPENDIX D

DESCRIPTION OF ORDINARY SHARES

The following statements are brief summaries of the more important rights and privileges of Shareholders conferred by the laws of Singapore and our Articles of Association. These statements summarise the material provisions of our Articles of Association but are qualied in their entirety by reference to our Companys Articles of Association and the laws of Singapore. Ordinary Shares We have only one class of shares, namely, our ordinary shares, which have identical rights in all respects and rank equally with one another. Our Articles of Association provide that we may issue shares of a different class with preferential, qualied, special or deferred right to dividends and in the distribution of assets of our Company and with special or restricted rights, privileges or conditions as our Board may think t and may issue preference shares which are, or at our option are, redeemable, subject to certain limitations. All of our ordinary shares are in registered form. We may, subject to the provisions of the Companies Act and the rules of the SGX-ST, purchase our own Shares. However, we may not, except in circumstances permitted by the Companies Act, grant any nancial assistance for the acquisition or proposed acquisition of our own Shares. New Shares New Shares may only be issued with the prior approval in a general meeting of our Shareholders. The aggregate number of Shares to be issued pursuant to such approval may not exceed 100.0% (or such other limit as may be prescribed by the SGX-ST) of our issued share capital for the time being, of which the aggregate number of shares to be issued other than on a pro-rata basis to our Shareholders shall not exceed 50.0% (or such other limit as may be prescribed by the SGX-ST) of our issued share capital for the time being (the percentage of issued share capital being based on our issued Shares at the time such authority is given after adjusting for new Shares arising from the conversion of convertible securities or employee share options on issue at the time such authority is given and any subsequent consolidation or sub-division of Shares). The approval, if granted, will lapse at the conclusion of the annual general meeting following the date on which the approval was granted or the date by which the annual general meeting is required by law to be held, whichever is the earlier, but any approval may be previously revoked or varied by our Company in general meeting. Subject to the foregoing, the provisions of the Companies Act and any special rights attached to any class of shares currently issued, all new Shares are under the control of our Board who may allot and issue the same with such rights and restrictions as it may think t. Shareholders Only persons who are registered in the register of Shareholders of our Company and, in cases in which the person so registered is CDP, the persons named as the Depositors in the Depository Register maintained by CDP for the Shares, are recognised as our Shareholders. For the purpose of determining the number of votes which a Shareholder who is an account-holder directly with CDP or a Depository Agent, or his proxy, may cast at any general meeting on a poll, the reference to Shares held or represented shall, in relation to Shares of that Shareholder, be the number of Shares entered against his name in the register maintained with CDP 48 hours before the time of the relevant general meetings as certied by CDP to us. Our Company will not, except as required by law, recognise any equitable, contingent, future or partial interest in any Share or other rights for any Share other than the absolute right thereto of the registered holder of that Share or of the person whose name is entered in the Depository Register for that Share. Our Company may close the register of Shareholders for any time or times if it provides the SGX-ST at least 10 clear Market Days notice. However, the register of Shareholders may not be closed for more than 30 days in aggregate in any calendar year. Our Company typically closes the register of Shareholders to determine Shareholders entitlement to receive dividends and other distributions.

D-1

Transfer of Shares There is no restriction on the transfer of our fully paid Shares except where required by law or the rules, bye-laws or existing rules of the SGX-ST. Our Board may decline to register any transfer of Shares which are not fully paid Shares or Shares on which we have a lien. Our Shares may be transferred by a duly signed instrument of transfer in a form approved by SGX-ST. Our Board may also decline to register any instrument of transfer unless, among other things, it has been duly stamped and is presented for registration together with the share certicate and such other evidence of title as they may require. We will replace lost or destroyed certicates for our Shares if we are properly notied and if the applicant pays a fee which will not exceed S$2.00 and furnishes any evidence and indemnity that our Board may require. General Meetings of Shareholders We are required to hold an annual general meeting every year. Our Board may convene an extraordinary general meeting whenever it thinks t and must do so if Shareholders representing not less than 10.0% of the total voting rights of all Shareholders request in writing that such a meeting be held. In addition, two (2) or more Shareholders holding not less than 10.0% of our issued share capital may call a meeting. Unless otherwise required by law or by our Articles of Association, voting at general meetings is by ordinary resolution, requiring an afrmative vote of a simple majority of the votes cast at that meeting. An ordinary resolution sufces, for example, for the appointment of directors. A special resolution, requiring the afrmative vote of at least 75.0% of the votes cast at the meeting, is necessary for certain matters under Singapore law, including the voluntary winding up of our Company, amendments to our Memorandum and Articles of Association, a change of our corporate name and a reduction in our share capital. We must give at least 21-days notice in writing for every general meeting convened for the purpose of passing a special resolution. Ordinary resolutions generally require at least 14-days notice in writing. The notice must be given to every Shareholder who at all times of the convening of the meeting shall have paid all calls or other sums presenting payable by him in respect of our Shares and must set forth the place, the day and the hour of the meeting and, in the case of special business, the general nature of that business. Voting Rights A Shareholder is entitled to attend, speak and vote at any general meeting, in person or by proxy. A proxy need not be a Shareholder. A person who holds Shares through the SGX-ST book-entry settlement system will only be entitled to vote at a general meeting as a Shareholder if his name appears on the depository register maintained by CDP 48 hours before the general meeting. Except as otherwise provided in our Articles, two (2) or more Shareholders must be present in person or by proxy to constitute a quorum at any general meeting. Under our Articles, on a show of hands, every Shareholder present in person and by proxy shall have one (1) vote (provided that in the case of a Shareholder who is represented by two (2) proxies, only one (1) of the two (2) proxies as determined by that Shareholder or, failing such determination, by the chairman of the meeting or by a person authorised by the chairman shall be entitled to vote on a show of hands), and on a poll, every Shareholder present in person or by proxy shall have one (1) vote for each Share held. A poll may be demanded in certain circumstances, including but not limited to the chairman of the meeting, by any Shareholder present in person or by proxy and representing not less than 10.0% of the total voting rights of all Shareholders having the right to attend and vote at the meeting, or by any two (2) Shareholders present in person or by proxy and being entitled to vote. However, no poll may be demanded on the election of the chairman of the meeting or on a question of adjournment of the meeting. In the case of an equality of votes, whether on a show of hands or a poll, the chairman of the meeting shall be entitled to a casting vote. Dividends Our Directors may, with the sanction of the Shareholders by ordinary resolution, declare dividends at a general meeting, but we may not pay dividends in excess of the amount recommended by our Board. Any dividend we pay must be paid out of our prots. Our Directors may also declare an interim dividend without the approval of our Shareholders. All dividends are paid pro rata among our Shareholders in proportion to the amount paid up on each Share, unless the rights attaching to an issue of any Share provides otherwise. Unless otherwise directed, dividends are paid by cheque or warrant sent through the post to each Shareholder at his last registered address appearing in our register of members or (as the case may be) the Depository Register. Notwithstanding the foregoing, payment by us to CDP of any dividend payable to a Shareholder whose name is entered in the Depository Register shall, to the extent of payment made to CDP, discharge us from any liability to that Shareholder in respect of that payment. D-2

Bonus and Rights Issue Our Board may, with approval by Shareholders at a general meeting, capitalise any reserves or prots (including prot or monies carried and standing to any reserve) and distribute the same as bonus shares credited as paid up to our Shareholders in proportion to their shareholdings. Our Directors may also issue rights to take up additional Shares to Shareholders in proportion to their shareholdings. Such rights are subject to any conditions attached to such issue and the regulations of any stock exchange on which we are listed. Takeovers The Securities and Futures Act and the Singapore Code on Take-overs and Mergers (Singapore Take-over Code) regulate the acquisition of ordinary shares of public companies and contain certain provisions that may delay, deter or prevent a future takeover or change in control of our Company. Any person acquiring an interest, either acting on his own or together with other parties acting in concert with him, in 30.0% or more of our voting shares, must extend a takeover offer for the remaining voting shares in accordance with the provisions of the Singapore Take-over Code. A mandatory takeover offer is also required to be made if a person holding, either on his own or together with parties acting in concert with him, between 30.0% and 50.0% of our voting shares, acquires additional voting shares representing more than one per cent. (1.0%) of our voting shares in any six (6)-month period. Under the Singapore Take-over Code, the following individuals and companies will be presumed to be persons acting in concert with each other unless the contrary is established: (a) the following companies: (i) (ii) (iii) (iv) (v) (vi) (vii) a company; the parent company of (i); the subsidiaries of (i); the fellow subsidiaries of (i); the associated companies of (i), (ii), (iii) or (iv); companies whose associated companies include any of (i), (ii), (iii), (iv) or (v); and any person who has provided nancial assistance (other than a bank in the ordinary course of business) to any of the above for the purchase of voting rights;

(b)

a company with any of its directors (together with their close relatives, related trusts as well as companies controlled by any of the directors, their close relatives and related trusts); a company with any of its pension funds and employee share schemes; a person with any investment company, unit trust or other fund whose investment such person manages on a discretionary basis, but only in respect of the investment account which such person manages; a nancial or other professional adviser, including a stockbroker, with its customer in respect of the shareholdings of: (i) the adviser and persons controlling, controlled by or under the same control as the adviser; and all the funds which the adviser manages on a discretionary basis, where the shareholdings of the adviser and any of those funds in the customer total 10.0% or more of the customers equity share capital;

(c) (d)

(e)

(ii)

D-3

(f)

directors of a company (together with their close relatives, related trusts and companies controlled by any of such directors, their close relatives and related trusts) which is subject to an offer or where the directors have reason to believe a bona de offer for their company may be imminent; partners; and the following persons and entities: (i) (ii) (iii) (iv) (v) (vi) an individual; the close relatives of (i); the related trusts of (i); any person who is accustomed to act in accordance with the instructions of (i); companies controlled by any of (i), (ii), (iii) or (iv); and any person who has provided nancial assistance (other than a bank in the ordinary course of business) to any of the above for the purchase of voting rights.

(g) (h)

Under the Singapore Take-over Code, a mandatory offer made with consideration other than cash must be accompanied by a cash alternative at not less than the highest price paid by the offeror or any person acting in concert within the preceding six (6) months. Liquidation or Other Return of Capital If our Company is liquidated or in the event of any other return of capital, holders of our Shares will be entitled to participate in any surplus assets in proportion to their shareholdings, subject to any special rights attaching to any other class of shares then existing. Indemnity As permitted by Singapore law, our Articles of Association provide that, subject to the Companies Act, our Board and ofcers shall be entitled to be indemnied by us against, inter alia, any liability incurred in defending any legal proceedings, whether civil or criminal, which relate to anything done or omitted to have been done as an ofcer or employee and in which judgement is given in their favour or in which they are acquitted or in connection with any application under any statute for relief from liability in respect thereof in which relief is granted by the court. We may not indemnify our Directors and ofcers against liability which by law would otherwise attach to them in respect of any negligence, wilful default, breach of duty or breach of trust of which they may be guilty in relation to us. Limitations on Rights to Hold or Vote Shares Except as described in Voting Rights and Take-overs above, there are no limitations imposed by Singapore law or by our Articles of Association on the rights of non-resident Shareholders to hold or vote in respect of our Shares. Minority Rights As we are a Singapore-incorporated company, the rights of our minority Shareholders are protected under Section 216 of the Companies Act, which gives the Singapore courts a general power to make any order, upon application by any of our Shareholders, as they think t to remedy any of the following situations:

if our affairs are being conducted or the powers of our Board are being exercised in a manner oppressive to, or in disregard of the interests of, one (1) or more of our Shareholders; or if we take an action, or threaten to take an action, or our Shareholders pass a resolution, or propose to pass a resolution, which unfairly discriminates against, or is otherwise prejudicial to, one (1) or more of our Shareholders, including the applicant.

D-4

Singapore courts have wide discretion as to the relief they may grant and that relief is in no way limited to those listed in the Companies Act itself. Without prejudice to the foregoing, Singapore courts may:

direct or prohibit any act or cancel or vary any transaction or resolution; regulate the conduct of our affairs in the future; authorise civil proceedings to be brought in the name of, or on behalf of, our Company by a person or persons and on such terms as the court may direct; provide for the purchase of a minority Shareholders shares by our other Shareholders or by us and, in the case of a purchase of Shares by us, a corresponding reduction of our share capital; provide that our Memorandum of Association or our Articles be amended; or provide that our Company be wound up.

D-5

APPENDIX E

SUMMARY OF MEMORANDUM AND ARTICLES OF ASSOCIATION OF OUR COMPANY

The discussion below provides a summary of the principal objects of our Company as set out in our Memorandum of Association and certain provisions of our Articles of Association and the laws of Singapore. This discussion is only a summary and is qualied by reference to Singapore law and our Memorandum and Articles of Association. Memorandum of Association and Registration Number We are registered in Singapore with the Accounting and Corporate Regulatory Authority of Singapore. Our company registration number is 201230284Z. Our Memorandum of Association provides that our Company has full capacity, rights, powers and privileges to carry on or undertake any business or activity, do any act or enter into any transaction. Summary of our Articles Of Association Directors (a) Ability of interested directors to vote Every Director shall observe the provisions of Section 156 of the Companies Act relating to the disclosure of the interests of our Directors in contracts or proposed contracts with our Company or of any ofce or property held by a Director which might create duties or interests in conict with his duties or interests as a Director. Notwithstanding such disclosure, a Director shall not vote in regard to any contract or proposed contract or arrangement in which he has directly or indirectly a personal material interest although he shall be taken into account in ascertaining whether a quorum is present. (b) Remuneration The remuneration in the case of a Director other than an Executive Director shall comprise: (i) fees which shall be a xed sum and/or (ii) such xed number of shares in the capital of our Company, and shall not at any time be by commission on, or percentage of, the prots or turnover, and no Director whether an Executive Director or otherwise shall be remunerated by a commission on, or percentage of turnover. Any Director who is appointed to any executive ofce or serves on any committee or who otherwise performs or renders services, which in the opinion of our Directors are outside his ordinary duties as a Director, may, subject to Section 169 of the Companies Act, be paid such extra remuneration as our Directors may determine. Our Directors may procure the establishment and maintenance of or participate in or contribute to any non-contributory or contributory pension or superannuation fund or life assurance scheme or any other scheme whatsoever for the benet of and pay, provide for or procure the grant of donations, gratuities, pensions, allowances, benets or emoluments to any persons (including Directors and Executive Ofcers) who are or shall have been at any time in the employment or service of our Company or of the predecessors in business of our Company or of any subsidiary company, and the wives, widows, families or dependants of any such persons. Our Directors may also procure the establishment and subsidy of, or subscription and support to, any institutions, associations, clubs, funds or trusts calculated to be for the benet of any such persons as aforesaid or otherwise to advance the interests and well-being of our Company or of any such other company as aforesaid or of our members and payment for or towards the insurance of any such persons as aforesaid, and subscriptions or guarantees of money for charitable or benevolent objects or for any exhibition or for any public, general or useful object.

E-1

(c)

Borrowing Our Directors may at their discretion exercise every borrowing power vested in our Company by our Memorandum of Association or permitted by law and may borrow or raise money from time to time for the benet of our Company and secure the payment of such sums by mortgage, charge or hypothecation of all or any of the property or assets of our Company including any uncalled or called but unpaid capital or by the issue of debentures or otherwise as they may think t.

(d)

Retirement Age Limit There is no retirement age limit for Directors under our Articles of Association. Section 153(1) of the Companies Act however, provides that no person of or over the age of 70 years shall be appointed a director of a public company, unless he is appointed or re-appointed as a director of the company or authorised to continue in ofce as a director of the company by way of an ordinary resolution passed at an annual general meeting of the company.

(e)

Shareholding Qualication There is no shareholding qualication for Directors in the Memorandum and Articles of Association of our Company.

Share rights and restrictions Our Company currently has one (1) class of shares, namely, ordinary shares. Only persons who are registered on our register of members and in cases in which the person so registered is CDP, the persons named as the depositors in the Depository Register maintained by CDP for the ordinary shares, are recognised as our shareholders. (a) Dividends and distribution We may, by ordinary resolution of our shareholders, declare dividends at a general meeting, but we may not pay dividends in excess of the amount recommended by our Board of Directors. We must pay all dividends out of our prots. All dividends are paid pro rata amongst our shareholders in proportion to the amount paid up on each shareholders ordinary shares, unless the rights attaching to an issue of any ordinary share provide otherwise. Unless otherwise directed, dividends are paid by cheque or warrant sent through the post to each shareholder at his registered address. Notwithstanding the foregoing, the payment by us to CDP of any dividend payable to a shareholder whose name is entered in the Depository Register shall, to the extent of payment made to CDP, discharge us from any liability to that shareholder in respect of that payment. The payment by our Directors of any unclaimed dividends or other moneys payable on or in respect of a share into a separate account shall not constitute our Company a trustee in respect thereof. All dividends unclaimed after being declared may be invested or otherwise made use of by our Directors for the benet of our Company and any dividend unclaimed after a period of six (6) years from the date of declaration of such dividend may be forfeited and if so shall revert to our Company. However, our Directors may at any time thereafter at their absolute discretion annul any such forfeiture and pay the dividend so forfeited to the person entitled thereto prior to the forfeiture. If the Depository returns any such dividend or moneys to our Company, the relevant Depositor shall not have any right or claim in respect of such dividend or moneys against our Company if a period of six (6) years has elapsed from the date of the declaration of such dividend or the date on which such other moneys are rst payable. For the avoidance of doubt, no member shall be entitled to any interest, share of revenue or other benet arising from any unclaimed dividends, howsoever and whatsoever. Our Directors may retain any dividends or other moneys payable on or in respect of a share on which our Company has a lien, and may apply the same in or towards satisfaction of the debts, liabilities or engagements in respect of which the lien exists.

E-2

(b)

Voting rights A holder of our ordinary shares is entitled to attend, speak and vote at any general meeting, in person or by proxy. Proxies need not be a shareholder. A person who holds ordinary shares through the SGX-ST book-entry settlement system will only be entitled to vote at a general meeting as a shareholder if his name appears on the Depository Register maintained by CDP 48 hours before the general meeting. Except as otherwise provided in our Articles of Association, two (2) or more shareholders must be present in person or by proxy to constitute a quorum at any general meeting. Under our Articles of Association, on a show of hands, every shareholder present in person and by proxy shall have one (1) vote, and on a poll, every shareholder present in person or by proxy shall have one (1) vote for each ordinary share which he holds or represents. A poll may be demanded in certain circumstances, including by the Chairman of the meeting or by any shareholder present in person or by proxy and representing not less than one-tenth of the total voting rights of all shareholders having the right to attend and vote at the meeting or by any two (2) shareholders present in person or by proxy and entitled to vote. In the case of an equality of rates, whether on a show of hands or a poll, the Chairman of the meeting shall be entitled to a casting vote.

Change in capital Changes in the capital structure of our Company (for example, an increase, consolidation, cancellation, sub-division or conversion of our share capital) require shareholders to pass an ordinary resolution. Ordinary resolutions generally require at least 14 clear days notice in writing. The notice must be given to each of our shareholders who have supplied us with an address in Singapore for the giving of notices and must set forth the place, the day and the hour of the meeting. Our Company may reduce its share capital or any undistributable reserve in any manner, subject to any requirements and consents required by law. Variation of rights of existing shares or classes of shares If at any time the share capital is divided into different classes, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class) may, subject to the provisions of the Companies Act, whether or not our Company is being wound up, be varied or abrogated either with the consent in writing of the holders of three-quarters (3/4) of the issued shares of the class or with the sanction of a special resolution passed at a separate general meeting of the holders of shares of the class and to every such special resolution the provisions of Section 184 of the Companies Act shall with such adaptations as are necessary apply. To every such separate general meeting, the provisions of these Articles relating to general meetings shall mutatis mutandis apply, provided always that: (a) the necessary quorum shall be two (2) persons at least holding or representing by proxy or by attorney one-third of the issued shares of the class and that any holder of shares of the class present in person or by proxy or by attorney may demand a poll, but where the necessary majority for such a special resolution is not obtained at the meeting, consent in writing if obtained from the holders of three-fourths of the issued shares of the class concerned within two (2) months of the meeting shall be as valid and effectual as a special resolution carried at the meeting; and where all the issued shares of the class are held by one (1) person, the necessary quorum shall be one (1) person and such holder of shares of the class present in person or by proxy or by attorney may demand a poll.

(b)

The repayment of preference capital other than redeemable preference capital or any other alteration of preference shareholders rights may only be made pursuant to a special resolution of the preference shareholders concerned, provided always that where the necessary majority for such a special resolution is not obtained at a meeting, consent in writing if obtained from the holders of three-fourths of the preference shares concerned within two (2) months of the meeting, shall be as valid and effectual as a special resolution carried at the meeting. Limitations on foreign or non-resident shareholders There are no limitations imposed by Singapore law or by our Articles of Association on the rights of our shareholders who are regarded as non-residents of Singapore, to hold or vote their shares. E-3

APPENDIX F

RULES OF THE EUROSPORTS PERFORMANCE SHARE PLAN

1. NAME OF THE PERFORMANCE SHARE PLAN The Performance Share Plan shall be called the EuroSports Performance Share Plan. 2. 2.1 DEFINITIONS In this Performance Share Plan, unless the context otherwise requires, the following words and expressions shall have the following meanings: Adoption Date : The date on which the Performance Share Plan is adopted by the Company in general meeting The auditors for the time being of the Company An award of Shares granted under the Performance Share Plan The board of Directors of the Company for the time being The sponsor-supervised listing platform of the SGX-ST Section B of the Listing Manual of the SGX-ST, as amended, modied or supplemented from time to time The Central Depository (Pte) Limited The date for the commencement of the Performance Share Plan The remuneration committee of the Company, or such other committee comprising directors of the Company duly authorised and appointed by the Board to administer this Performance Share Plan The Companies Act (Chapter 50) of Singapore EuroSports Global Limited A Shareholder who, in relation to the Company, has control, as further dened in Rule 2.2 The Central Provident Fund A director of the Company for the time being The EuroSports Employee Share Option Scheme, as modied or supplemented from time to time The Company and its subsidiaries

Auditors Award

: :

Board

Catalist

Catalist Rules

CDP Commencement Date

: :

Committee

Companies Act Company Controlling Shareholder

: : :

CPF Director ESOS

: : :

Group

F-1

Group Employee

Any conrmed employee of the Group (including any Group Executive Director) selected by the Committee to participate in the Performance Share Plan in accordance with the provisions thereof A director of the Company and/or any of its subsidiaries, as the case may be, who performs an executive function A day on which the SGX-ST is open for trading in securities The new Shares which may be issued from time to time pursuant to the vesting of Awards granted under the Performance Share Plan A director of the Company and/or any of its subsidiaries, as the case may be, other than a Group Executive Director The right to subscribe for Shares granted or to be granted pursuant to the ESOS A person who is selected by the Committee to participate in the Performance Share Plan in accordance with the provisions of the Performance Share Plan The EuroSports Performance Share Plan, as modied or supplemented from time to time The performance targets prescribed by the Committee to be fullled by a Participant for any particular period under the Performance Share Plan The rules of the Performance Share Plan, as the same may be amended or supplemented from time to time Singapore Exchange Securities Trading Limited Registered holders of Shares except where the registered holder is CDP, the term Shareholders shall, in relation to such Shares, mean the persons to whose securities accounts maintained with CDP are credited with the Shares Ordinary shares in the capital of the Company Issued Shares of the Company which were (or are treated as having been) purchased by the Company in circumstances which Section 76H of the Companies Act applies and have since purchase been continuously held by the Company

Group Executive Director

Market Day

New Shares

Non-Executive Director

Option

Participant

Performance Share Plan

Performance Targets

Rules

SGX-ST Shareholders

: :

Shares treasury shares

: :

F-2

Vesting Date

In relation to Shares which are the subject of an Award which has been released in accordance with Rule 10, the date (as determined by the Committee and notied to the relevant Participant) on which those Shares will vest pursuant to Rule 10 Singapore dollars and cents respectively Percentage or per centum

S$ and cents % or per cent. 2.2

: :

For the purposes of the Performance Share Plan: (a) in relation to a Shareholder (including, where the context requires, the Company), control means the capacity to dominate decision-making, directly or indirectly, in relation to the nancial and operating policies of that company; unless rebutted, a person who holds directly or indirectly, a shareholding of 15.0% or more of the Companys total number of issued shares excluding treasury shares shall be presumed to be a Controlling Shareholder; and in relation to a Controlling Shareholder, his associate shall have the meaning ascribed to it by the Catalist Rules or any other publication prescribing rules or regulations for corporations admitted to Catalist (as modied, supplemented or amended from time to time).

(b)

(c)

2.3

The terms Depositor and Depository Agent shall have the meanings ascribed to them respectively by Section 130A of the Companies Act. Any reference in the Performance Share Plan or the Rules to any enactment is a reference to that enactment as for the time being amended or re-enacted. Any word dened under the Companies Act or any statutory modication thereof and used in the Performance Share Plan and the Rules shall have the meaning assigned to it under the Companies Act. Words importing the singular number shall include the plural number where the context admits and vice versa. Words importing the masculine gender shall include the feminine gender where the context admits. Any reference to a time of day shall be a reference to Singapore time. OBJECTIVES The main objectives of the Performance Share Plan are as follows: (a) to attract potential employees with relevant skills to contribute to the Group and to create value for Shareholders; to instil loyalty to, and a stronger identication by the Participants with the long-term prosperity of the Group; to motivate the Participants to optimise their performance standards and efciency and to maintain a high level of contribution to the Group; to give recognition to the contributions made by the Participants to the success of the Group; and to retain key employees of the Company whose contributions are essential to the long-term prosperity of the Group.

2.4

2.5

2.6 3. 3.1

(b)

(c)

(d)

(e)

F-3

4. 4.1

ELIGIBILITY The following persons (provided that such persons are not undischarged bankrupts at the relevant time) shall be eligible to participate in the Performance Share Plan at the absolute discretion of the Committee: (a) Group Employees (including Group Executive Directors) who have attained the age of 21 years on or before the date of grant of the Award; and Non-Executive Directors (including independent Directors) who have attained the age of 21 years on or before the date of grant of the Award.

(b)

4.2

Controlling Shareholders shall not be eligible to participate in the Performance Share Plan. However, the associates of the Controlling Shareholders who meet the eligibility criteria in Rule 4.1 shall be eligible to participate in the Performance Share Plan provided that (a) the participation of, and (b) the terms of each grant and the actual number of Awards granted under the Performance Share Plan, to a Participant who is an associate of a Controlling Shareholder shall be approved by the independent Shareholders in separate resolutions for each such person. Participants who are also Shareholders and are eligible to participate in the Performance Share Plan must abstain from voting on any resolution relating to the Performance Share Plan, including the participation in the Performance Share Plan and grant of Awards to the Participants, and should not accept nominations as proxies or otherwise for voting in respect of such resolution unless specic instructions have been given in the proxy instrument on how the votes are to be cast. Controlling Shareholder and his associate shall abstain from voting on the resolution in relation to his participation in the Performance Share Plan and grant of Awards to him. For the purposes of determining eligibility to participate in the Performance Share Plan, the secondment of a Group Employee to another company within the Group shall not be regarded as a break in his employment or his having ceased by reason only of such secondment to be a full-time employee of the Group. There shall be no restriction on the eligibility of any Participant to participate in any other share incentive schemes or share plans implemented or to be implemented by the Company or any other company within the Group. Subject to the Companies Act and any requirement of the SGX-ST, the terms of eligibility for participation in the Performance Share Plan may be amended from time to time at the absolute discretion of the Committee. LIMITATIONS UNDER THE PERFORMANCE SHARE PLAN The total number of Shares which may be delivered pursuant to the vesting of Awards on any date, when added to the aggregate number of Shares issued and/or issuable in respect of (a) all Awards granted under the Performance Share Plan; (b) all Options granted under the ESOS; and (c) all other Shares issued and/or issuable under any other share-based incentive schemes or share plans of the Company, shall not exceed 15.0% of the total number of issued Shares (excluding treasury shares) of the Company from time to time. Shares which are the subject of Awards which have lapsed for any reason whatsoever may be the subject of further Awards granted by the Committee under the Performance Share Plan. The aggregate number of Shares available to the associates of the Controlling Shareholders (including adjustments made in accordance with Rule 11) shall not exceed 25.0% of the Shares available under the Performance Share Plan.

4.3

4.4

4.5

4.6

4.7

5. 5.1

5.2

5.3

F-4

5.4

The number of Shares available to each associate of the Controlling Shareholder (including adjustments made in accordance with Rule 11) shall also not exceed 10.0% of the Shares available under the Performance Share Plan. DATE OF GRANT The Committee may grant Awards at any time in the course of a nancial year, provided that in the event that an announcement on any matter of an exceptional nature involving unpublished price sensitive information is imminent, Awards may only be vested and hence any Shares comprised in such Awards may only be delivered on or after the second Market Day from the date on which the aforesaid announcement is made.

6.

7. 7.1

AWARDS The selection of the Participants and number of Shares which are the subject of each Award to be granted to a Participant in accordance with the Performance Share Plan shall be determined at the absolute discretion of the Committee, which shall take into account criteria such as, inter alia, the rank, scope of responsibilities, performance, years of service and potential for future development and contribution to the success of the Group. In the case of a performance-related Award, the Performance Targets will be set by the Committee depending on each individual Participants job scope and responsibilities. The Performance Targets to be set shall take into account both the medium and long-term corporate objectives of the Group and the individual performance of the Participant and will be aimed at sustaining long-term growth. The corporate objectives shall cover market competitiveness, business growth and productivity growth. The Performance Targets could be based on criteria such as sales growth, growth in earnings and return on investment. In addition, the Participants length of service with the Group, achievement of past Performance Targets, value-add to the Groups performance and development and overall enhancement to shareholder value, amongst others, will be taken into account. As soon as reasonably practicable after an Award is nalised by the Committee, the Committee shall send an Award letter to the Participant conrming the said Award. The said Award letter shall specify, inter alia, the following: (a) in relation to a performance-related Award, the Performance Targets for the Participant and the period during which the Performance Targets shall be met; the number of Shares to be vested on the Participant; and the date by which the Award shall be vested.

7.2

7.3

(b) (c) 7.4

The Committee shall take into account various factors when determining the method to arrive at the exact number of Shares comprised in an Award. Such factors include, but are not limited to, the current price of the Shares, the total issued share capital of the Company and the predetermined dollar amount which the Committee decides that a Participant deserves for meeting his Performance Targets. For example, Shares may be awarded based on predetermined dollar amounts such that the quantum of Shares comprised in Awards is dependent on the closing price of Shares transacted on the Market Day the Award is vested. Alternatively, the Committee may decide absolute numbers of Shares to be awarded to Participants irrespective of the price of the Shares. The Committee shall monitor the grant of Awards carefully to ensure that the size of the Performance Share Plan will comply with the relevant rules of the Catalist Rules. Awards are personal to the Participant to whom it is given and shall not be transferred (other than to a Participants personal representative on the death of that Participant), charged, assigned, pledged or otherwise disposed of, in whole or in part, unless with the prior approval of the Committee.

7.5

F-5

8. 8.1

VESTING OF THE AWARDS Notwithstanding that a Participant may have met his Performance Targets, no Awards shall be vested: (a) upon the bankruptcy of the Participant or the happening of any other event which results in his being deprived of the legal or benecial ownership of such Award; in the event of any misconduct on the part of the Participant as determined by the Committee in its discretion; subject to Rule 8.2, upon the Participant ceasing to be in the employment of the Group for any reason whatsoever; or in the event that the Committee shall, at its discretion, deem it appropriate that such Award to be given to a Participant shall so lapse on the grounds that any of the objectives of the Performance Share Plan (as set out in Rule 3) have not been met.

(b)

(c)

(d)

8.2

A Participant shall be entitled to an Award so long as he has met the Performance Targets notwithstanding that he may have ceased to be employed by the Group after the fullment of such Performance Targets. For the purpose of this Rule 8.2, the Participant may cease to be so employed in any of the following events, namely: (a) through ill health, injury or disability (in each case, evidenced to the satisfaction of the Committee); redundancy; death; retirement at or after the legal retirement age; retirement before the legal retirement age with the consent of the Committee; or any other event approved by the Committee.

(b) (c) (d) (e) (f) 9. 9.1

TAKE-OVER AND WINDING UP OF THE COMPANY Notwithstanding Rule 8 but subject to Rule 9.5, in the event of a take-over being made for the Shares, a Participant shall (notwithstanding that the vesting period for the Award has not expired) be entitled to the Shares under the Awards if he has met the Performance Targets which fall within the period commencing on the date on which such offer for a take-over of the Company is made or, if such offer is conditional, the date on which such offer becomes or is declared unconditional, as the case may be, and ending on the earlier of: (a) the expiry of six (6) months thereafter, unless prior to the expiry of such six (6)-month period, at the recommendation of the offeror and with the approvals of the Committee and the SGXST, such expiry date is extended to a later date (in either case, being a date falling not later than the last date on which the Performance Targets are to be met); or the date of expiry of the period for which the Performance Targets are to be met,

(b)

provided that if during such period, the offeror becomes entitled or bound to exercise rights of compulsory acquisition under the provisions of the Companies Act and, being entitled to do so, gives notice to the Participants that it intends to exercise such rights on a specied date, the Participant shall be obliged to fulll such Performance Targets until the expiry of such specied date or the expiry date of the Performance Targets relating thereto, whichever is earlier, before an Award can be vested.

F-6

9.2

If under any applicable laws, the court sanctions a compromise or arrangement proposed for the purposes of, or in connection with, a scheme for the reconstruction of the Company or its amalgamation with another company or companies, each Participant who has fullled his Performance Target shall be entitled, notwithstanding the provisions herein and the fact that the vesting period for such Award has not expired but subject to Rule 9.5, to any Shares under the Awards so determined by the Committee to be released to him during the period commencing on the date upon which the compromise or arrangement is sanctioned by the court and ending either on the expiry of 60 days thereafter or the date upon which the compromise or arrangement becomes effective, whichever is later. If an order or an effective resolution is made for the winding-up of the Company on the basis of its insolvency, all Awards, notwithstanding that they may have been so vested, shall be deemed or become null and void. In the event of a members voluntary winding-up (other than for amalgamation or reconstruction), the Awards shall so vest in the Participant for so long as, in the absolute determination by the Committee, the Participant has met the Performance Targets prior to the date that the members voluntary winding-up shall be deemed to have been commenced or effective in law. If in connection with the making of a general offer referred to in Rule 9.1 or the scheme referred to in Rule 9.2 or the winding-up referred to in Rule 9.4, arrangements are made (which are conrmed in writing by the Auditors, acting only as experts and not as arbitrators, to be fair and reasonable) for the compensation of Participants, whether by the payment of cash or by any other form of benet, no release of Shares under the Award shall be made in such circumstances. RELEASE OF AWARDS

9.3

9.4

9.5

10.

10.1 As soon as reasonably practicable after the end of each performance period, the Committee shall review the Performance Targets specied in respect of that Award and determine whether they have been satised and, if so, the extent to which they have been satised (whether fully or partially) and the number of Shares to be released. 10.2 The Committee shall have the discretion to determine whether Performance Targets have been met (whether fully or partially) or exceeded and/or whether the Participants performance and/ or contribution to the Company and/or any of its subsidiaries justies the vesting of an Award. In making any such determination, the Committee shall have the right to make reference to the audited results of the Company or the Group, as the case may be, to take into account such factors as the Committee may determine to be relevant, such as changes in accounting methods, taxes and extraordinary events, and further, the right to amend the Performance Targets if the Committee decides that a changed Performance Targets would be a fairer measure of performance. 10.3 Awards may only be vested and consequently any Shares comprised in such Awards shall only be delivered upon the Committee being satised that the Participant has achieved the Performance Targets. 10.4 Subject to the prevailing legislation and the provisions of the Catalist Rules, the Company will deliver Shares to Participants upon vesting of their Awards by way of an issue of New Shares or the transfer of existing Shares held as treasury shares to the Participants. 10.5 In determining whether to issue New Shares or to purchase existing Shares for delivery to Participants upon the vesting of their Awards, the Company will take into account factors such as the number of Shares to be delivered, the prevailing market price of the Shares and the nancial effect on the Company of either issuing New Shares or purchasing existing Shares. 10.6 The Committee will procure, upon approval of the Board, the allotment or transfer to each Participant of the number of Shares which are to be released to that Participant pursuant to an Award under Rule 7. Any proposed issue of New Shares will be subject to there being in force at the relevant time the requisite Shareholders approval under the Companies Act for the issue of Shares. Any allotment of New Shares pursuant to an Award will take into account the rounding of odd lots. F-7

10.7 Where New Shares are to be allotted or any Shares are to be transferred to a Participant pursuant to the release of any Award, the Vesting Date will be a trading day falling as soon as practicable after the review of the Committee referred to in Rule 10.1. On the Vesting Date, the Committee will procure the allotment or transfer of each Participant of the number of Shares so determined. 10.8 Where New Shares are to be allotted upon the vesting of any Award, the Company shall, as soon as practicable after allotment, where necessary, apply to the SGX-ST for the permission to deal in and for quotation of such Shares on the SGX-ST. 10.9 Shares which are allotted or transferred on the release of an Award to a Participant shall be issued in the name of, or transferred to, CDP to the credit of either: (a) (b) (c) the securities account of that Participant maintained with CDP; the securities sub-account of that Participant maintained with a Depository Agent; or the CPF investment account maintained with a CPF agent bank,

in each case, as designated by that Participant. Until such issue or transfer of such Shares has been effected, that Participant shall have no voting rights nor any entitlements to dividends or other distributions declared or recommended in respect of any Shares which are the subject of the Award granted to him. 10.10 New Shares allotted and issued, and existing Shares held in treasury procured by the Company for transfer, on the release of an Award, shall be subject to all the provisions of the Memorandum and Articles of Association of the Company and the Companies Act, and shall rank in full for all entitlements, including dividends or other distributions declared or recommended in respect of the then existing Shares, the Record Date for which is on or after the date of issue of the New Shares or the date of transfer of treasury shares pursuant to the vesting of the Award, and shall in all other respects rank pari passu with other existing Shares then in issue. Record Date means the date xed by the Company for the purposes of determining entitlements to dividends or other distributions to or rights of holders of Shares. 10.11 Shares which are allotted, and/or treasury shares which are transferred, on the vesting of an Award to a Participant, may be subject to such moratorium as may be imposed by the Committee. 11. VARIATION OF CAPITAL

11.1 If a variation in the issued ordinary share capital of the Company (whether by way of a capitalisation of prots or reserves or rights issue, capital reduction, subdivision, consolidation, distribution or otherwise) shall take place, then: (a) the class and/or number of Shares which are the subject of an Award to the extent not yet vested; and/or the class and/or number of Shares over which future Awards may be granted under the Performance Share Plan,

(b)

shall be adjusted by the Committee to give each Participant the same proportion of the equity capital of the Company as that to which he was previously entitled and, in doing so, the Committee shall determine at its own discretion the manner in which such adjustment shall be made. 11.2 The following events shall not normally be regarded as a circumstance requiring adjustment: (a) (b) the issue of securities as consideration for an acquisition or a private placement of securities; the cancellation of issued Shares purchased or acquired by the Company by way of a market purchase of such Shares undertaken by the Company on the SGX-ST during the period when a share purchase mandate granted by Shareholders (including any renewal of such mandate) is in force; F-8

(c)

the issue of Shares or other securities convertible into or with rights to acquire or subscribe for Shares to its employees pursuant to share option scheme or share plan approved by Shareholders in general meeting, including the Performance Share Plan; and any issue of Shares arising from the exercise of any warrants or the conversion of any convertible securities issued by the Company.

(d)

11.3 Notwithstanding the provisions of Rule 11.1: (a) the adjustment must be made in such a way that a Participant will not receive a benet that a Shareholder does not receive; and any adjustment (except in relation to a capitalisation issue) must be conrmed in writing by the Auditors (acting only as experts and not as arbitrators) to be in their opinion, fair and reasonable.

(b)

11.4 Upon any adjustment required to be made pursuant to this Rule 11, the Company shall notify the Participant (or his duly appointed personal representatives where applicable) in writing and deliver to him (or his duly appointed personal representatives where applicable) a statement setting forth the class and/or number of Shares thereafter to be issued or transferred on the vesting of an Award. Any adjustment shall take effect upon such written notication being given. 12. ADMINISTRATION OF THE PERFORMANCE SHARE PLAN

12.1 The Plan shall be administered by the Committee in its absolute discretion with such powers and duties as are conferred on it by the Board, provided that no member of the Committee shall participate in any deliberation or decision in respect of Awards granted or to be granted to him. 12.2 The Committee shall have the power, from time to time, to make and vary such rules (not being inconsistent with the Performance Share Plan) for the implementation and administration of the Performance Share Plan as they think t including, but not limited to: (a) imposing restrictions on the number of Awards that may be vested within each nancial year; and amending Performance Targets if by so doing, it would be a fairer measure of performance for a Participant or for the Performance Share Plan as a whole.

(b)

12.3 Any decision of the Committee made pursuant to any provision of the Performance Share Plan (other than a matter to be certied by the Auditors) shall be nal and binding (including any decisions pertaining to the number of Shares to be vested) or to disputes as to the interpretation of the Performance Share Plan or any rule, regulation, procedure thereunder or as to any rights under the Performance Share Plan. 13. NOTICES AND ANNUAL REPORT

13.1 Any notice required to be given by a Participant to the Company shall be sent or made to the registered ofce of the Company or such other addresses as may be notied by the Company to him in writing. 13.2 Any notices or documents required to be given to a Participant or any correspondence to be made between the Company and the Participant shall be given or made by the Committee (or such person(s) as it may from time to time direct) on behalf of the Company and shall be delivered to him by hand or sent to him at his home address according to the records of the Company or at the last known address of the Participant and if sent by post, shall be deemed to have been given on the day following the date of posting.

F-9

13.3 The following disclosures (as applicable) will be made by the Company in its annual report for so long as the Performance Share Plan continues in operation: (a) (b) the names of the members of the Committee administering the Performance Share Plan; in respect of the following Participants: (i) (ii) (iii) Directors of the Company; Associates of the Controlling Shareholders; and Participants (other than those in paragraphs (i) and (ii) above) who have received Shares pursuant to the vesting of the Awards granted under the Performance Share Plan which, in aggregate, represent ve per cent. (5.0%) or more of the total number of Shares available under the Performance Share Plan,

the following information: (aa) (bb) the name of the Participant; the aggregate number of Shares comprised in Awards which have been granted to such Participant during the nancial year under review; the aggregate number of Shares comprised in Awards which have been granted to such Participant since the commencement of the Performance Share Plan to the end of the nancial year under review; the aggregate number of Shares comprised in Awards which have been issued and/or transferred to such Participant pursuant to the vesting of Awards under the Performance Share Plan since the commencement of the Performance Share Plan to the end of the nancial year under review; and the aggregate number of Shares comprised in Awards which have not been vested as at the end of the nancial year under review; and

(cc)

(dd)

(ee)

(c)

such other information as may be required by the Catalist Rules or the Companies Act.

If any of the above is not applicable, an appropriate negative statement shall be included. 14. MODIFICATIONS TO THE PERFORMANCE SHARE PLAN

14.1 Any or all the provisions of the Performance Share Plan may be modied and/or altered at any time and from time to time by resolution of the Committee, provided that: (a) any modication or alteration which would be to the advantage of Participants under the Performance Share Plan shall be subject to the prior approval of Shareholders in a general meeting; and no modication or alteration shall be made without due compliance with the Catalist Rules and such other regulatory authorities as may be necessary.

(b)

14.2 Written notice of any modication or alteration made in accordance with this Rule 14 shall be given to all Participants. 15. TERMS OF EMPLOYMENT UNAFFECTED The terms of employment of a Participant (who is a Group Employee) shall not be affected by his participation in the Performance Share Plan, which shall neither form part of such terms nor entitle him to take into account such participation in calculating any compensation or damages on the termination of his employment for any reason. F-10

16.

DURATION OF THE PERFORMANCE SHARE PLAN

16.1 The Performance Share Plan shall continue to be in force at the discretion of the Committee, subject to a maximum period of 10 years commencing on the Adoption Date, provided always that the Performance Share Plan may continue beyond the above stipulated period with the approval of the Companys shareholders by ordinary resolution in general meeting and of any relevant authorities which may then be required. 16.2 The Performance Share Plan may be terminated at any time at the discretion of the Committee or by an ordinary resolution of the Company in general meeting subject to all other relevant approvals which may be required and if the Performance Share Plan is so terminated, no further Awards shall be offered by the Company thereunder. 16.3 Notwithstanding the expiry or termination of the Performance Share Plan, any Awards made to Participants prior to such expiry or termination will continue to remain valid. 17. TAXES All taxes (including income tax) arising from the grant and/or disposal of Shares pursuant to the Awards granted to any Participant under the Performance Share Plan shall be borne by that Participant. 18. COSTS AND EXPENSES

18.1 Each Participant shall be responsible for all fees of CDP relating to or in connection with the issue and allotment or transfer of any Shares pursuant to the Awards in CDPs name, the deposit of share certicate(s) with CDP, the Participants securities account with CDP, or the Participants securities sub-account with a CDP Depository Agent. 18.2 Save for the taxes referred to in Rule 17 and such other costs and expenses expressly provided in the Performance Share Plan to be payable by the Participants, all fees, costs and expenses incurred by the Company in relation to the Performance Share Plan including but not limited to the fees, costs and expenses relating to the allotment, issue and/or delivery of Shares pursuant to the Awards shall be borne by the Company. 19. DISCLAIMER OF LIABILITY Notwithstanding any provisions herein contained, the Board, the Committee and the Company shall not under any circumstances be held liable for any costs, losses, expenses and damages whatsoever and howsoever arising in any event, including but not limited to the Companys delay in issuing or transferring the Shares or applying for or procuring the listing of the Shares on the SGX-ST. 20. DISPUTES Any disputes or differences of any nature arising hereunder shall be referred to the Committee and its decision shall be nal and binding in all respects. 21. CONDITION OF AWARDS Every Award shall be subject to the condition that no Shares would be issued or transferred pursuant to the vesting of any Award if such issue or transfer would be contrary to any law or enactment, or any rules or regulations of any legislative or non-legislative governing body for the time being in force in Singapore or any other relevant country having jurisdiction in relation to the issue or transfer of Shares hereto. 22. GOVERNING LAW The Performance Share Plan shall be governed by, and construed in accordance with, the laws of the Republic of Singapore. The Participants, by accepting Awards in accordance with the Performance Share Plan, and the Company irrevocably submit to the exclusive jurisdiction of the courts of the Republic of Singapore. F-11

APPENDIX G

RULES OF THE EUROSPORTS EMPLOYEE SHARE OPTION SCHEME

1. NAME OF THE ESOS The ESOS shall be called the EuroSports Employee Share Option Scheme. 2. DEFINITION In the ESOS, unless the context otherwise requires, the following words and expressions shall have the following meanings: Auditors Awards Board Catalist Catalist Rules : : : : : The auditors of the Company for the time being An award of Shares granted under the Performance Share Plan The board of directors of the Company for the time being The sponsor-supervised listing platform of the SGX-ST Section B of the Listing Manual of the SGX-ST, as amended, modied or supplemented from time to time The Central Depository (Pte) Limited The remuneration committee of the Company, or such other committee comprising directors of the Company duly authorised and appointed by the Board to administer this ESOS The Companies Act (Chapter 50) of Singapore EuroSports Global Limited A shareholder exercising control over the Company and unless rebutted, a person who controls directly or indirectly 15.0% or more of the Companys issued share capital shall be presumed to be a Controlling Shareholder of the Company The Central Provident Fund In relation to an Option, the date on which the Option is granted to a Participant pursuant to Rule 7 A director of the Company for the time being The EuroSports Employee Share Option Scheme, as modied or supplemented from time to time The price at which a Participant shall subscribe for each Share upon the exercise of an Option which shall be the price as determined in accordance with Rule 9, as adjusted in accordance with Rule 10 A person to whom an offer of an Option is made The Company and its Subsidiaries

CDP Committee

: :

Companies Act Company Controlling Shareholder

: : :

CPF Date of Grant

: :

Director ESOS

: :

Exercise Price

Grantee Group

: :

G-1

Group Employee

Any conrmed employee of the Group (including any Group Executive Director) selected by the Committee to participate in the ESOS in accordance with the provisions thereof A director of the Company and/or any of its subsidiaries, as the case may be, who performs an executive function A day on which the SGX-ST is open for trading in securities A price equal to the average of the last dealt prices for the Shares on the SGX-ST over the ve (5) consecutive Trading Days immediately preceding the Date of Grant of that Option, as determined by the Committee by reference to the daily ofcial list or any other publication published by the SGX-ST, rounded to the nearest whole cent in the event of fractional prices A director of the Company and/or any of its subsidiaries, as the case may be, other than a Group Executive Director The date on which an offer to grant an Option is made pursuant to the ESOS The right to subscribe for Shares granted or to be granted to a Group Employee pursuant to the ESOS and for the time being subsisting The holder of an Option The EuroSports Performance Share Plan, as the same may be modied or altered from time to time The date as at the close of business on which the Shareholders must be registered in order to participate in any dividends, rights, allotments or other distributions The rules of the ESOS, as the same may be amended or supplemented from time to time The securities account maintained by a Depositor with CDP Singapore Exchange Securities Trading Limited Registered holders of Shares except where the registered holder is CDP, the term Shareholders shall, in relation to such Shares, mean the persons to whose securities accounts maintained with CDP are credited with the Shares Ordinary shares in the capital of the Company CIMB Bank Berhad, Singapore Branch (or such other sponsor as may be appointed by the Company from time to time) A day on which the Shares are traded on Catalist Singapore dollars and cents respectively Percentage or per centum

Group Executive Director

Market Day Market Price

: :

Non-Executive Director

Offer Date

Option

Participant Performance Share Plan

: :

Record Date

Rules

securities account SGX-ST Shareholders

: : :

Shares Sponsor

: :

Trading Day S$ and cents % or per cent.

: : :

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2.2

For the purposes of the ESOS: (a) in relation to a Shareholder (including, where the context requires, the Company), control means the capacity to dominate decision-making, directly or indirectly, in relation to the nancial and operating policies of that company; unless rebutted, a person who holds directly or indirectly, a shareholding of 15.0% or more of the Companys total number of issued shares excluding treasury shares shall be presumed to be a Controlling Shareholder; and in relation to a Controlling Shareholder, his associate shall have the meaning ascribed to it by the Catalist Rules or any other publication prescribing rules or regulations for corporations admitted to Catalist (as modied, supplemented or amended from time to time).

(b)

(c)

2.3

The terms Depositor and Depository Agent shall have the meanings ascribed to them respectively by Section 130A of the Companies Act. Any reference in the ESOS or the Rules to any enactment is a reference to that enactment as for the time being amended or re-enacted. Any word dened under the Companies Act or any statutory modication thereof and used in the ESOS and the Rules shall have the meaning assigned to it under the Companies Act. Words importing the singular number shall include the plural number where the context admits and vice versa. Words importing the masculine gender shall include the feminine gender where the context admits. Any reference to a time of day shall be a reference to Singapore time. OBJECTIVES OF THE ESOS The ESOS will provide an opportunity for Group Employees who have contributed signicantly to the growth and performance of the Group (including Group Executive Directors) and Non-Executive Directors (including independent Directors) and who satisfy the eligibility criteria as set out in Rule 4 of the ESOS, to participate in the equity of the Company. The ESOS is primarily a share incentive scheme. It recognises the fact that the services of such Group Employees are important to the success and continued well-being of the Group. Implementation of the ESOS will enable the Company to give recognition to the contributions made by such Group Employees. At the same time, it will give such Group Employees an opportunity to have a direct interest in the Company and will also help to achieve the following positive objectives: (a) to motivate each Participant to optimise his performance standards and efciency and to maintain a high level of contribution to the Group; to retain key employees and Directors whose contributions are essential to the long-term growth and protability of the Group; to instil loyalty to, and a stronger identication by the Participants with the long-term prosperity of, the Group; to attract potential employees with relevant skills to contribute to the Group and to create value for the Shareholders; and to align the interests of the Participants with the interests of the Shareholders.

2.4

2.5

2.6 3. 3.1

3.2

(b)

(c)

(d)

(e)

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4. 4.1

ELIGIBILITY Conrmed Group Employees (including Group Executive Director) and Non-Executive Directors (including independent Director) who have attained the age of 21 years on or prior to the relevant Offer Date and are not undischarged bankrupts and have not entered into a composition with their respective creditors, shall be eligible to participate in the ESOS at the absolute discretion of the Committee. Controlling Shareholders shall not be eligible to participate in the ESOS. However, their associates who have contributed to the development and success of the Group shall be eligible to participate in the ESOS, provided that (a) the participation of, and (b) the terms of any Options to be granted and the actual number of Options to be granted under the ESOS, to a Participant who is an associate of a Controlling Shareholder shall be approved by the independent Shareholders in separate resolutions for each such person. The Company will at such time provide the rationale and justication for any proposal to grant the associates of the Controlling Shareholders any options (including the rationale for any discount to the market price, if so proposed). Such Controlling Shareholder and his associate shall abstain from voting on the resolution in relation to his participation in the ESOS and the grant of Options to him.

4.2

4.3

For the purposes of determining eligibility to participate in the ESOS, the secondment of a conrmed Group Employee to another company within the Group shall not be regarded as a break in his employment or his having ceased by reason only of such secondment to be a full-time employee of the Group. There will be no restriction on the eligibility of any Participant to participate in any other share option or share incentive schemes implemented by any other companies within the Group. Subject to the Companies Act and any requirement of the SGX-ST, the terms of eligibility for participation in the ESOS may be amended from time to time at the absolute discretion of the Committee, which would be exercised judiciously. MAXIMUM ENTITLEMENT Subject to Rule 4, Rule 5.1, Rule 5.2 and Rule 10, the aggregate number of Shares in respect of which Options may be offered to a Grantee for subscription in accordance with the ESOS shall be determined at the discretion of the Committee, who shall take into account criteria such as rank, past performance, years of service and potential development of the Participant. The aggregate number of Shares issued and issuable in respect of all Options granted under the ESOS available to the associates of the Controlling Shareholders shall not exceed 25.0% of the total number of Shares available under the ESOS. The number of Shares issued and issuable in respect of all Options granted under the ESOS available to each associate of a Controlling Shareholder under the ESOS shall not exceed 10.0% of the total number of Shares available under the ESOS. LIMITATION ON SIZE OF THE ESOS The total number of Shares over which the Committee may grant Options on any date, when added to the number of Shares issued and issuable in respect of (a) all Options granted under the ESOS; (b) all Awards granted under the Performance Share Plan; and (c) all outstanding options or awards granted under such other share-based incentive schemes of the Company, shall not exceed 15.0% of the number of issued Shares (including treasury shares, as dened in the Companies Act) on the day immediately preceding the Offer Date of the Option.

4.4

4.5

5. 5.1

5.2

5.3

6.

G-4

7.

OFFER DATE The Committee may, save as provided in Rule 4, Rule 5 and Rule 6, offer to grant Options to such Grantees as it may select in its absolute discretion at any time during the period when the ESOS is in force, except that no Option shall be granted during the period of 30 days immediately preceding the date of announcement of the Companys interim and/or nal results (as the case may be). In addition, in the event that an announcement on any matter of an exceptional nature involving unpublished price sensitive information is made, offers to grant Options may only be made on or after the second Market Day on which such announcement is released. An offer to grant the Option to a Grantee shall be made by way of a letter (the Letter of Offer) in the form or substantially in the form set out in Schedule A, subject to such amendments as the Committee may determine from time to time.

8.

ACCEPTANCE OF OFFER An Option offered to a Grantee pursuant to Rule 7 may only be accepted by the Grantee within 30 days after the relevant Offer Date and not later than 5.00 p.m. on the 30th day from such Offer Date (a) by completing, signing and returning to the Company the acceptance form (Acceptance Form) in or substantially in the form set out in Schedule B, subject to such modication as the Committee may from time to time determine, accompanied by payment of S$1.00 as consideration and (b) if, at the date on which the Company receives from the Grantee the Acceptance Form in respect of the Option as aforesaid, he remains eligible to participate in the ESOS in accordance with these Rules. If a grant of an Option is not accepted strictly in the manner as provided in this Rule, such offer shall, upon the expiry of the 30 day period, automatically lapse and shall forthwith be deemed to be null and void and be of no effect. The Company shall be entitled to reject any purported acceptance of a grant of an Option made pursuant to this Rule 8 or exercise notice (Exercise Notice) in or substantially in the form set out in Schedule C given pursuant to Rule 12 which does not strictly comply with the terms of the ESOS. Options are personal to the Grantees to whom they are granted and shall not be sold, mortgaged, transferred, charged, assigned, pledged or otherwise disposed of or encumbered in whole or in part or in any way whatsoever without the Committees prior written approval, but may be exercised by the Grantees duly appointed personal representative as provided in Rule 11.6 in the event of the death of such Grantee. The Grantee may accept or refuse the whole or part of the offer. If only part of the offer is accepted, the Grantee shall accept the offer in multiples of 1,000 Shares. In the event that a grant of an Option results in a contravention of any applicable law or regulation, such grant shall be null and void and be of no effect and the relevant Participant shall have no claim whatsoever against the Company. Unless the Committee determines otherwise, an Option shall automatically lapse and become null, void and of no effect and shall not be capable of acceptance if: (a) (b) (c) it is not accepted in the manner as provided in this Rule within the 30 day period; or the Grantee dies prior to his acceptance of the Option; or the Grantee is adjudicated a bankrupt or enters into composition with his creditors prior to his acceptance of the Option; or

G-5

(d)

the Grantee being a Group Employee ceases to be in the employment of the Group or (being a Director) ceases to be a Director of the Company, in each case, for any reason whatsoever prior to his acceptance of the Option; or the Company is liquidated or wound-up prior to the Grantees acceptance of the Option.

(e) 9.

EXERCISE PRICE Subject to any adjustment pursuant to Rule 10, the Exercise Price for each Share in respect of which an Option is exercisable shall be determined by the Committee, in its absolute discretion, on the Date of Grant, at: (a) (b) a price equal to the Market Price; or a price which is set at a discount to the Market Price, provided that: (i) the maximum discount shall not exceed 20.0% of the Market Price (or such other percentage or amount as may be determined by the Committee and permitted by the SGX-ST); and the Shareholders in general meeting shall have authorised, in a separate resolution, the making of offers and grants of Options under the ESOS at a discount not exceeding the maximum discount as aforesaid.

(ii)

In making any determination under item (b) above on whether to give a discount and the quantum of such discount, the Committee shall be at liberty to take into consideration such criteria as the Committee may, at its absolute discretion, deem appropriate, including but not limited to: (a) (b) (c) the performance of the Company and/or its subsidiaries, as the case may be; the years of service and individual performance of the eligible Group Employee or Director; the contribution of the eligible Group Employee or Director to the success and development of the Company and/or the Group; and the prevailing market conditions.

(d)

In the event that the Company is no longer listed on the SGX-ST or any other relevant stock exchange or trading in the Shares on the SGX-ST or such stock exchange is suspended for any reason for 14 days or more, the Exercise Price for each Share in respect of which an Option is exercisable shall be the fair market value of each such Share as determined by the Committee in good faith. 10. ALTERATION OF CAPITAL

10.1 If a variation in the issued share capital of the Company (whether by way of a capitalisation of prots or reserves or rights issue or reduction (including any reduction arising by reason of the Company purchasing or acquiring its issued Shares), subdivision, consolidation or distribution, or otherwise howsoever) should take place, then: (a) the Exercise Price for the Shares, class and/or number of Shares comprised in the Options to the extent unexercised and the rights attached thereto; and/or the class and/or number of Shares in respect of which additional Options may be granted to Participants,

(b)

G-6

may be adjusted in such manner as the Committee may determine to be appropriate including retrospective adjustments where such variation occurs after the date of exercise of an Option but the Record Date relating to such variation precedes such date of exercise and, except in relation to a capitalisation issue, upon the written conrmation of the Auditors (acting only as experts and not as arbitrators), that in their opinion, such adjustment is fair and reasonable. 10.2 Notwithstanding the provisions of Rule 10.1 above, no such adjustment shall be made (a) if as a result, the Participant receives a benet that a Shareholder does not receive; and (b) unless the Committee, after considering all relevant circumstances, consider it equitable to do so. 10.3 The issue of securities as consideration for an acquisition of any assets by the Company, or the cancellation of issued Shares purchased or acquired by the Company by way of market purchase of such Shares undertaken by the Company on the SGX-ST during the period when a share purchase mandate granted by Shareholders (including any renewal of such mandate) is in force, shall not be regarded as a circumstance requiring adjustment under the provisions of this Rule 10. 10.4 The restriction on the number of Shares to be offered to any Grantee under Rule 5 above, shall not apply to the number of additional Shares or Options over additional Shares issued by virtue of any adjustment to the number of Shares and/or Options pursuant to this Rule 10. 10.5 Upon any adjustment required to be made pursuant to this Rule 10, the Company shall notify each Participant (or his duly appointed personal representative(s)) in writing and deliver to him (or, where applicable, his duly appointed personal representative(s)) a statement setting forth the new Exercise Price thereafter in effect and the class and/or number of Shares thereafter comprised in the Option so far as unexercised. Any adjustment shall take effect upon such written notication being given. 11. OPTION PERIOD

11.1 Options granted with the Exercise Price set at Market Price shall only be exercisable, in whole or in part (provided that an Option may be exercised in part only in respect of 1,000 Shares or any multiple thereof), at any time, by a Participant after the rst anniversary of the Offer Date of that Option, provided always that the Options shall be exercised before the tenth anniversary of the relevant Offer Date, or such earlier date as may be determined by the Committee, failing which all unexercised Options shall immediately lapse and become null and void and a Participant shall have no claim against the Company. 11.2 Options granted with the Exercise Price set at a discount to Market Price shall only be exercisable, in whole or in part (provided that an Option may be exercised in part only in respect of 1,000 Shares or any multiple thereof), at any time, by a Participant after the second anniversary from the Offer Date of that Option, provided always that the Options shall be exercised before the tenth anniversary of the relevant Offer Date, or such earlier date as may be determined by the Committee, failing which all unexercised Options shall immediately lapse and become null and void and a Participant shall have no claim against the Company. 11.3 An Option shall, to the extent unexercised, immediately lapse and become null and void and a Participant shall have no claim against the Company: (a) subject to Rules 11.4, 11.5 and 11.6, upon the Participant ceasing to be in the employment of the Company or any of the companies within the Group for any reason whatsoever; or upon the bankruptcy of the Participant or the happening of any other event which result in his being deprived of the legal or benecial ownership of such Option; or in the event of misconduct on the part of the Participant, as determined by the Committee in its absolute discretion.

(b)

(c)

For the purpose of Rule 11.3(a), a Participant shall be deemed to have ceased to be so employed as of the date the notice of termination of employment is tendered by or is given to him, unless such notice shall be withdrawn prior to its effective date. G-7

11.4 If a Participant ceases to be employed by the Group by reason of his: (a) ill health, injury or disability, in each case, as certied by a medical practitioner approved by the Committee; redundancy; retirement at or after a normal retirement age; or retirement before that age with the consent of the Committee,

(b) (c) (d)

or for any other reason approved in writing by the Committee, he may, at the absolute discretion of the Committee exercise any unexercised Option within the relevant Option Period and upon the expiry of such period, the Option shall immediately lapse and become null and void. 11.5 If a Participant ceases to be employed by a subsidiary: (a) by reason of the subsidiary, by which he is principally employed ceasing to be a company within the Group or the undertaking or part of the undertaking of such subsidiary, being transferred otherwise than to another company within the Group; or for any other reason, provided the Committee gives its consent in writing, he may, at the absolute discretion of the Committee, exercise any unexercised Options within the relevant Option Period and upon the expiry of such period, the Option shall immediately lapse and become null and void.

(b)

11.6 If a Participant dies and at the date of his death holds any unexercised Option, such Option may, at the absolute discretion of the Committee, be exercised by the duly appointed legal personal representatives of the Participant within the relevant Option Period and upon the expiry of such period, the Option shall immediately lapse and become null and void. 11.7 If a Participant, who is also a Group Executive Director, ceases to be a Director for any reason whatsoever, he may, at the absolute discretion of the Committee, exercise any unexercised Option within the relevant option period and upon the expiry of such period, the Option shall immediately lapse and become null and void. 12. EXERCISE OF OPTIONS, ALLOTMENT AND LISTING OF SHARES

12.1 An Option may be exercised, in whole or in part (provided that an Option may be exercised in part only in respect of 1,000 Shares or any multiple thereof), by a Participant giving notice in writing to the Company in or substantially in the form set out in Schedule C (the Exercise Notice), subject to such amendments as the Committee may from time to time determine. Every Exercise Notice must be accompanied by a remittance for the full amount of the aggregate Exercise Price in respect of the Shares which have been exercised under the Option, the relevant CDP charges (if any) and any other documentation the Committee may require. All payments shall be made by cheque, cashiers order, bank draft or postal order made out in favour of the Company. An Option shall be deemed to be exercised upon the receipt by the Company of the abovementioned Exercise Notice duly completed and the receipt by the Company of the full amount of the aggregate Exercise Price in respect of the Shares which have been exercised under the Option. 12.2 Subject to: (a) such consents or other actions required by any competent authority under any regulations or enactments for the time being in force as may be necessary; and

G-8

(b)

compliance with the Rules, the Companies Act and the Memorandum of Association of the Company, the Company shall, as soon as practicable after the exercise of an Option by a Participant but in any event within 10 Market Days after the date of the exercise of the Option in accordance with Rule 12.1, allot the Shares in respect of which such Option has been exercised by the Participant and within ve (5) Market Days from the date of such allotment, despatch the relevant share certicates to CDP for the credit of the securities account of that Participant by ordinary post or such other mode of delivery as the Committee may deem t.

12.3 The Company shall, if necessary, as soon as practicable after the exercise of an Option, apply for the listing and quotation of the Shares which may be issued upon exercise of the Option and the Shares (if any) which may be issued to the Participant pursuant to any adjustments made in accordance with Rule 10. 12.4 Shares which are allotted on the exercise of an Option by a Participant shall be issued, as the Participant may elect, in the name of CDP to the credit of the securities account of the Participant maintained with CDP or the Participants securities sub-account with a CDP Depository Agent. 12.5 Shares allotted and issued upon the exercise of an Option shall be subject to all provisions of the Memorandum and Articles of Association of the Company and shall rank pari passu in all respects with the then existing issued Shares in the capital of the Company except for any dividends, rights, allotments or other distributions, the Record Date for which is prior to the date such Option is exercised. 12.6 The Company shall keep available sufcient unissued Shares to satisfy the full exercise of all Options for the time being remaining capable of being exercised. 13. MODIFICATIONS TO THE ESOS

13.1 Any or all the provisions of the ESOS may be modied and/or altered at any time and from time to time by resolution of the Committee, except that: (a) any modication or alteration which shall alter adversely the rights attaching to any Option granted prior to such modication or alteration and which in the opinion of the Committee, materially alters the rights attaching to any Option granted prior to such modication or alteration may only be made with the consent in writing of such number of Participants who, if they exercised their Options in full, would thereby become entitled to not less than threequarters (3/4) of the total number of Shares which would fall to be allotted upon exercise in full of all outstanding Options; any modication or alteration which would be to the advantage of Participants under the ESOS shall be subject to the prior approval of the Shareholders in general meeting; and no modication or alteration shall be made without the prior approval of the Sponsor or (if required) any other stock exchange on which the Shares are quoted and listed, and such other regulatory authorities as may be necessary.

(b)

(c)

For the purposes of Rule 13.1(a), the opinion of the Committee as to whether any modication or alteration would alter adversely the rights attaching to any Option shall be nal and conclusive. 13.2 Notwithstanding anything to the contrary contained in Rule 13.1, the Committee may at any time by resolution (and without other formality, save for the prior approval of the Sponsor) amend or alter the ESOS in any way to the extent necessary to cause the ESOS to comply with any statutory provision or the provision or the regulations of any regulatory or other relevant authority or body. 13.3 Written notice of any modication or alteration made in accordance with this Rule 13 shall be given to all Participants.

G-9

14.

DURATION OF THE ESOS

14.1 The ESOS shall continue to be in force at the discretion of the Committee, subject to a maximum period of 10 years, commencing on the date on which the ESOS is adopted by the Company in general meeting. Subject to compliance with any applicable laws and regulations in Singapore, the ESOS may be continued beyond the above stipulated period with the approval of the Shareholders by ordinary resolution at a general meeting and of any relevant authorities which may then be required. 14.2 The ESOS may be terminated at any time by the Committee or by ordinary resolution of the Shareholders at a general meeting subject to all other relevant approvals which may be required and if the ESOS is so terminated, no further Options shall be offered by the Company hereunder. 14.3 The termination, discontinuance or expiry of the ESOS shall be without prejudice to the rights accrued to Options which have been granted and accepted as provided in Rule 8, whether such Options have been exercised (whether fully or partially) or not. 15. TAKE-OVER AND WINDING UP OF THE COMPANY

15.1 In the event of a take-over offer being made for the Company, Participants (including Participants holding Options which are then not exercisable pursuant to the provisions of Rules 11.1 and 11.2) holding Options as yet unexercised shall, notwithstanding Rules 11 and 12 but subject to Rule 15.5, be entitled to exercise such Options in full or in part during the period commencing on the date on which such offer is made or, if such offer is conditional, the date on which the offer becomes or is declared unconditional, as the case may be, and ending on the earlier of: (a) the expiry of six (6) months thereafter, unless prior to the expiry of such six (6) month period, at the recommendation of the offeror and with the approvals of the Committee and the SGXST, such expiry date is extended to a later date (being a date falling not later than the date of expiry of the Option Period relating thereto); or the date of the expiry of the Option Period relating thereto,

(b)

whereupon any Option then remaining unexercised shall immediately lapse and become null and void. Provided always that if during such period the offeror becomes entitled or bound to exercise the rights of compulsory acquisition of the Shares under the provisions of the Companies Act and, being entitled to do so, gives notice to the Participants that it intends to exercise such rights on a specied date, the Option shall remain exercisable by the Participants until such specied date or the expiry of the Option Period relating thereto, whichever is earlier. Any Option not so exercised by the said specied date shall lapse and become null and void. Provided that the rights of acquisition or obligation to acquire stated in the notice shall have been exercised or performed, as the case may be. If such rights of acquisition or obligations have not been exercised or performed, all Options shall, subject to Rule 11.3, remain exercisable until the expiry of the Option Period. 15.2 If, under any applicable laws, the court sanctions a compromise or arrangement proposed for the purposes of, or in connection with, a scheme for the reconstruction of the Company or its amalgamation with another corporation or corporations, Participants (including Participants holding Options which are then not exercisable pursuant to the provisions of Rule 11.1 and 11.2) shall notwithstanding Rules 11 and 12 but subject to Rule 15.5, be entitled to exercise any Option then held by them during the period commencing on the date upon which the compromise or arrangement is sanctioned by the court and ending either on the expiry of 60 days thereafter or the date upon which the compromise or arrangement becomes effective, whichever is later (but not after the expiry of the Option Period relating thereto), whereupon any unexercised Option shall lapse and become null and void, Provided always that the date of exercise of any Option shall be before the expiry of the relevant Option Period.

G-10

15.3 If an order or an effective resolution is passed for the winding up of the Company on the basis of its insolvency, all Options, to the extent unexercised, shall lapse and become null and void. 15.4 In the event a notice is given by the Company to its members to convene a general meeting for the purposes of considering and, if thought t, approving a resolution to voluntarily wind-up the Company, the Company shall on the same date as or soon after it despatches such notice to each member of the Company give notice thereof to all Participants (together with a notice of the existence of the provision of this Rule 15.4) and thereupon, each Participant (or his personal representative) shall be entitled to exercise all or any of his Options at any time not later than two (2) business days prior to the proposed general meeting of the Company by giving notice in writing to the Company, accompanied by a remittance for the full amount of the aggregate Exercise Price for the shares in respect of which the notice is given whereupon the Company shall as soon as possible and in any event, no later than the business day immediately prior to the date of the proposed general meeting referred to above, allot the relevant Shares to the Participant credited as fully paid. 15.5 If in connection with the making of a general offer referred to in Rule 15.1 above or the scheme referred to in Rule 15.2 above or the winding up referred to in Rule 15.4 above, arrangements are made (which are conrmed in writing by the Auditors, acting only as experts and not as arbitrators, to be fair and reasonable) for the compensation of Participants, whether by the continuation of their Options or the payment of cash or the grant of other options or otherwise, a Participant holding an Option, which is not then exercisable, may not, at the discretion of the Committee, be permitted to exercise that Option as provided for in this Rule 15. 15.6 If the events stipulated in this Rule 15 should occur, to the extent that an Option is not exercised within the respective periods referred to herein in this Rule 15, it shall lapse and become null and void. 16. ADMINISTRATION OF THE ESOS

16.1 The ESOS shall be administered by the Committee in its absolute discretion with such powers and duties as are conferred upon it by the Board. 16.2 The Committee shall have the power, from time to time, to make or vary such regulations (not being inconsistent with the ESOS) as it may consider necessary, desirable or expedient for it to administer and give effect to the ESOS. 16.3 Any decision of the Committee, made pursuant to any Rule of the ESOS (other than a matter to be certied by the Auditors), shall be nal and binding (including any decisions pertaining to disputes as to the interpretation of the Rules of the ESOS or any rule, regulation or procedure thereunder or as to any rights under the ESOS). 16.4 A Director who is a member of the Committee shall not be involved in its deliberation in respect of Options to be granted to him. 17. NOTICES

17.1 Any notice given by a Participant to the Company shall be sent by post or delivered to the registered ofce of the Company or such other address as may be notied by the Company to the Participant in writing. 17.2 Any notice or documents given by the Company to a Participant shall be sent to the Participant by hand or sent to him at his home address stated in the records of the Company or the last known address of the Participant, and if sent by post shall be deemed to have been given on the day immediately following the date of posting.

G-11

18.

TERMS OF EMPLOYMENT UNAFFECTED

18.1 The ESOS or any Option shall not form part of any contract of employment between the Company or any subsidiary (as the case may be) and any Participant and the rights and obligations of any individual under the terms of the ofce or employment with such company within our Group shall not be affected by his participation in the ESOS or any right which he may have to participate in it or any Option which he may hold and the ESOS or any Option shall afford such an individual no additional rights to compensation or damages in consequence of the termination of such ofce or employment for any reason whatsoever. 18.2 The ESOS shall not confer on any person any legal or equitable rights (other than those constituting the Options themselves) against the Company and/or any subsidiary directly or indirectly or give rise to any cause of action at law or in equity against the Company or any subsidiary. 19. TAXES All taxes (including income tax) arising from the exercise of any Option granted to any Participant under the ESOS shall be borne by that Participant. 20. COSTS AND EXPENSES OF THE ESOS

20.1 Each Participant shall be responsible for all fees of CDP relating to or in connection with the issue and allotment of any Shares pursuant to the exercise of any Option in CDPs name, the deposit of share certicate(s) with CDP, the Participants securities account with CDP or the Participants securities sub-account with a Depository Agent or CPF investment account with a CPF agent bank and all taxes referred to in Rule 19 which shall be payable by the relevant Participant. 20.2 Save for such costs and expenses expressly provided in the Rules to be payable by the Participants, all fees, costs and expenses incurred by the Company in relation to the ESOS including but not limited to the fees, costs and expenses relating to the allotment and issue of Shares pursuant to the exercise of any Option shall be borne by the Company. 21. CONDITION OF OPTION Every Option shall be subject to the condition that no Shares shall be issued pursuant to the exercise of an Option if such issue would be contrary to any law or enactment, or any rules or regulations of any legislative or non-legislative governing body for the time being in force in Singapore or any other relevant country. 22. DISCLAIMER OF LIABILITY Notwithstanding any provisions herein contained and subject to the Companies Act, the Board, the Committee and the Company shall not under any circumstances be held liable for any costs, losses, expenses and damages whatsoever and howsoever arising in respect of any matter under or in connection with the ESOS, including but not limited to the Companys delay in allotting and issuing the Shares or in applying for or procuring the listing of the Shares on the SGX-ST (or any other relevant stock exchange). 23. DISCLOSURE IN ANNUAL REPORT The Company shall make the following disclosure in its annual report: (a) (b) The names of the members of the Committee; The information required in the table below for the following Participants (which for the avoidance of doubt, shall include Participants who have exercised all their Options in any particular nancial year): (i) participants who are Directors; and

G-12

(ii)

participants who are Controlling Shareholders of the Company and their associates; and participants other than those in (i) and (ii) above, who receive ve per cent. (5.0%) or more of the total number of options available under the scheme;
Name of Participant Options granted during nancial year under review (including terms) Aggregate Options granted since commencement of the ESOS to end of nancial year under review Aggregate Options exercised since commencement of the ESOS to end of nancial year under review Aggregate Options outstanding as at end of nancial year under review

(iii)

(c)

In respect of options granted to directors and employees of the parent company and its subsidiaries: (i) the names of and number and terms of options granted to each director or employee of the parent company and its subsidiaries who receives ve per cent. (5.0%) or more of the total number of options available to all directors and employees of the parent company and its subsidiaries under the scheme, during the nancial year under review; and the aggregate number of options granted to the directors and employees of the parent company and its subsidiaries for the nancial year under review, and since the commencement of the scheme to the end of the nancial year under review.

(ii)

(d)

The number and proportion of Options granted at the following discounts to average market value of the Shares in the nancial year under review: (i) (ii) Options granted at up to 10.0% discount; and Options granted at between 10.0% but not more than 20.0% discount.

Provided that if any of the above requirements is not applicable, an appropriate negative statement must be included. 24. ABSTENTION FROM VOTING Shareholders who are eligible to participate in the ESOS shall abstain from voting on any Shareholders resolution relating to the ESOS, including, where applicable, (i) implementation of the ESOS; (ii) discount quantum; and (iii) participation by and Option granted to Controlling Shareholders and their associates, and should not accept nominations as proxies or otherwise for voting in respect of such resolution unless specic instructions have been given in the proxy instrument on how the votes are to be cast. 25. DISPUTES Any disputes or differences of any nature arising hereunder shall be referred to the Committee and its decision shall be nal and binding in all respects. 26. GOVERNING LAW The ESOS shall be governed by, and construed in accordance with, the laws of the Republic of Singapore. The Participants, by accepting Options in accordance with the ESOS, and the Company submit to the exclusive jurisdiction of the courts of the Republic of Singapore.

G-13

Schedule A

EUROSPORTS EMPLOYEE SHARE OPTION SCHEME LETTER OF OFFER

Serial No: Date: To: [Name] [Designation] [Address]

Private and Condential Dear Sir/Madam, 1. We have the pleasure of informing you that, pursuant to the EuroSports Employee Share Option Scheme (the ESOS), you have been nominated to participate in the ESOS by the Committee (the Committee) appointed by the Board of Directors of EuroSports Global Limited (the Company) to administer the ESOS. Terms as dened in the Rules of the ESOS shall have the same meaning when used in this letter. Accordingly, in consideration of the payment of a sum of S$1.00, an offer is hereby made to grant you an option (the Option), to subscribe for and be allotted Shares at the price of S$ per Share. The Option is personal to you and shall not be transferred, charged, pledged, assigned or otherwise disposed of by you, in whole or in part, except with the prior approval of the Committee. The Option shall be subject to the terms of the ESOS, a copy of which is available for inspection at the business address of the Company. If you wish to accept the offer of the Option on the terms of this letter, please sign and return the enclosed Acceptance Form with a sum of S$1.00 not later than 5.00 p.m. on , failing which this offer will lapse.

2.

3.

4.

5.

Yours faithfully, For and on behalf of EuroSports Global Limited

Name: Designation:

G-14

Schedule B

EUROSPORTS EMPLOYEE SHARE OPTION SCHEME ACCEPTANCE FORM

Serial No: Date: To: The Committee, EuroSports Employee Share Option Scheme EuroSports Global Limited 30 Teban Gardens Crescent Singapore 608927 : : : : S$ S$

Closing Date for Acceptance of Offer Number of Shares Offered Exercise Price for each Share Total Amount Payable

I have read your Letter of Offer dated and agree to be bound by the terms of the Letter of Offer and ESOS referred to therein. Terms dened in your Letter of Offer shall have the same meanings when used in this Acceptance Form. I hereby accept the Option to subscribe for Shares at S$ per Share. I enclose cash for S$1.00 in payment for the purchase of the Option/I authorise my employer to deduct the sum of S$1.00 from my salary in payment for the purchase of the Option. I understand that I am not obliged to exercise the Option. I conrm that my acceptance of the Option will not result in the contravention of any applicable law or regulation in relation to the ownership of shares in the Company or options to subscribe for such shares. I further acknowledge and conrm that you have not made any representation to induce me to accept the offer in respect of the said Option and that the terms of the Letter of Offer and this Acceptance Form constitute the entire agreement between us relating to the offer. Please print in block letters Name in full Designation Address Nationality *NRIC/Passport No. Signature Date
Note: * Delete where inapplicable

: : : : : : :

G-15

Schedule C

EUROSPORTS EMPLOYEE SHARE OPTION SCHEME EXERCISE NOTICE

Total number of ordinary shares (the Shares) offered at S$ per Share (the Exercise Price) under the ESOS on (Date of Grant) Number of Shares previously allotted thereunder Outstanding balance of Shares to be allotted thereunder Number of Shares now to be subscribed To: The Committee, EuroSports Global Limited 30 Teban Gardens Crescent Singapore 608927 Pursuant to your Letter of Offer dated exercise the Option to subscribe for Limited (the Company) at S$

: :

1.

and my acceptance thereof, I hereby Shares in the capital of EuroSports Global per Share. for

2.

I enclose a *cheque/cashiers order/bankers draft/postal order no. S$ by way of subscription for the total number of the said Shares.

3.

I agree to subscribe for the said Shares subject to the terms of the Letter of Offer, the EuroSports Employee Share Option Scheme and the Memorandum and Articles of Association of the Company. I declare that I am subscribing for the said Shares for myself and not as a nominee for any other person. I request the Company to allot and issue the Shares in the name of The Central Depository (Pte) Limited (CDP) for credit of my *securities account with CDP/Sub-Account with the Depository Agent/CPF investment account with my Agent Bank specied below and I hereby agree to bear such fees or other charges as may be imposed by CDP in respect thereof.

4.

5.

Please print in block letters Name in full Designation Address Nationality * NRIC/Passport No * Direct Securities Account No. : : : : : :

G-16

OR * Sub Account No. Name of Depository Agent OR * CPF Investment Account No. Name of Agent Bank Signature Date
Note: * Delete where inapplicable

: :

: : : :

G-17

APPENDIX H

TERMS, CONDITIONS AND PROCEDURES FOR APPLICATION AND ACCEPTANCE

You are invited to apply and subscribe for and/or purchase the Invitation Shares at the Invitation Price for each Invitation Share subject to the following terms and conditions set out below and in the relevant printed application forms to be used for the purpose of this Invitation and which forms part of the Offer Document (the Application Forms or, as the case may be the Electronic Applications (as dened herein): 1. YOUR APPLICATION MUST BE MADE IN LOTS OF 1,000 INVITATION SHARES OR INTEGRAL MULTIPLES THEREOF. YOUR APPLICATION FOR ANY OTHER NUMBER OF INVITATION SHARES WILL BE REJECTED. Your application for Offer Shares may be made by way of printed WHITE Offer Shares Application Forms or by way of Electronic Applications through ATMs belonging to the Participating Banks (ATM Electronic Applications) or through Internet Banking (IB) websites of the relevant Participating Banks (Internet Electronic Applications, which together with ATM Electronic Applications, shall be referred to as Electronic Applications). Your application for the Placement Shares may only be made by way of printed BLUE Placement Shares Application Forms. YOU MAY NOT USE CPF FUNDS TO APPLY FOR THE INVITATION SHARES. 3. You (not being an approved nominee company) are allowed to submit only one (1) application in your own name for the Offer Shares or the Placement Shares. If you submit an application for Offer Shares by way of an Offer Shares Application Form, you MAY NOT submit another application for Offer Shares by way of an Electronic Application and vice versa. Such separate applications shall be deemed to be multiple applications and may be rejected at the discretion of our Company, the Vendors, the Sponsor and the Underwriter and Placement Agent. If you submit an application for Offer Shares by way of an ATM Electronic Application, you MAY NOT submit another application for Offer Shares by way of an Internet Electronic Application and vice versa. Such separate applications shall be deemed to be multiple applications and may be rejected at the discretion of our Company, the Vendors, the Sponsor and the Underwriter and Placement Agent. If you, being other than an approved nominee company, have submitted an application for Offer Shares in your own name, you should not submit any other application for Offer Shares, whether by way of an Offer Shares Application Form or by way of an Electronic Application, for any other person. Such separate applications shall be deemed to be multiple applications and may be rejected at the discretion of our Company, the Vendors, the Sponsor and the Underwriter and Placement Agent. If you have made an application for Placement Shares, you should not make any application for Offer Shares either by way of an Offer Shares Application Form or by way of an Electronic Application and vice versa. Such separate applications shall be deemed to be multiple applications and may be rejected at the discretion of our Company, the Vendors, the Sponsor and the Underwriter and Placement Agent. Conversely, if you have made an application for Offer Shares either by way of an Electronic Application or by way of an Offer Shares Application Form, you may not make any application for Placement Shares. Such separate applications shall be deemed to be multiple applications and may be rejected at the discretion of our Company, the Vendors, the Sponsor and the Underwriter and Placement Agent.

2.

H-1

Joint and multiple applications for the Invitation Shares may be rejected at the discretion of our Company, the Vendors, the Sponsor and the Underwriter and Placement Agent. If you submit or procure submissions of multiple share applications for Offer Shares, Placement Shares or both Offer Shares and Placement Shares, you may be deemed to have committed an offence under the Penal Code, Chapter 224 of Singapore and the SFA, and your applications may be referred to the relevant authorities for investigation. Multiple applications or those appearing to be or suspected of being multiple applications may be rejected at the discretion of our Company, the Vendors, the Sponsor and the Underwriter and Placement Agent. 4. We will not accept applications from any person under the age of 18 years, undischarged bankrupts, sole-proprietorships, partnerships, or non-corporate bodies, joint Securities Account holders of CDP and from applicants whose addresses (as furnished in their Application Forms or, in the case of Electronic Applications, contained in the records of the relevant Participating Banks, as the case may be) bear post ofce box numbers. No person acting or purporting to act on behalf of a deceased person is allowed to apply under the Securities Account with CDP in the name of the deceased at the time of the application. We will not recognise the existence of a trust. Any application by a trustee or trustees must therefore be made in his/her/their own name(s) and without qualication or, where the application is made by way of an Application Form by a nominee, in the name(s) of an approved nominee company or companies after complying with paragraph 6 below. WE WILL NOT ACCEPT APPLICATIONS FROM NOMINEES EXCEPT THOSE MADE BY APPROVED NOMINEE COMPANIES ONLY. Approved nominee companies are defined as banks, merchant banks, nance companies, insurance companies, licensed securities dealers in Singapore and nominee companies controlled by them. Applications made by persons acting as nominees other than approved nominee companies shall be rejected. IF YOU ARE NOT AN APPROVED NOMINEE COMPANY, YOU MUST MAINTAIN A SECURITIES ACCOUNT WITH CDP IN YOUR OWN NAME AT THE TIME OF YOUR APPLICATION. If you do not have an existing Securities Account with CDP in your own name at the time of your application, your application will be rejected (if you apply by way of an Application Form), or you will not be able to complete your Electronic Application (if you apply by way of an Electronic Application). If you have an existing Securities Account with CDP but fail to provide your Securities Account number or provide an incorrect Securities Account number in Section B of the Application Form or in your Electronic Application, as the case may be, your application is liable to be rejected. Subject to paragraph 8 below, your application shall be rejected if your particulars such as name, NRIC/ passport number, nationality and permanent residence status provided in your Application Form or in the case of an Electronic Application, contained in records of the relevant Participating Bank at the time of your Electronic Application, as the case may be, differ from those particulars in your Securities Account as maintained with CDP. If you possess more than one (1) individual direct Securities Account with CDP, your application shall be rejected. If your address as stated in the Application Form or, in the case of an Electronic Application, contained in the records of the relevant Participating Bank, as the case may be, is different from the address registered with CDP, you must inform CDP of your updated address promptly, failing which the notication letter on successful allotment and/or allocation and other correspondence from CDP will be sent to your address last registered with CDP. Our Company and the Vendors, in consultation with the Sponsor and the Underwriter and Placement Agent, reserve the right to reject any application which does not conform strictly to the instructions set out in the Application Form and in this Offer Document or which does not comply with the instructions for Electronic Applications or with the terms and conditions of this Offer Document or, in the case of an application by way of an Application Form, which is illegible, incomplete, incorrectly completed or which is accompanied by an improperly drawn remittance or improper form of remittance.

5.

6.

7.

8.

9.

H-2

Our Company and the Vendors further reserve the right to treat as valid any applications not completed or submitted or effected in all respects in accordance with the instructions set out in the Application Forms or the instructions for Electronic Applications or the terms and conditions of this Offer Document, and also to present for payment or other processes all remittances at any time after receipt and to have full access to all information relating to, or deriving from, such remittances or the processing thereof. Without prejudice to the rights of our Company, the Vendors, the Sponsor and the Underwriter and Placement Agent, as agents of our Company and the Vendors, have been authorised to accept, for and on behalf of our Company and the Vendors such other forms of application as the Sponsor and Underwriter and Placement Agent deem appropriate. 10. Our Company and the Vendors reserve the right to reject or to accept, in whole or in part, or to scale down or to ballot any application, without assigning any reason therefor, and no enquiry and/or correspondence on the decision with regards hereto will be entertained. This right applies to applications made by way of Application Forms and by way of Electronic Applications. In deciding the basis of allotment and/or allocation, which shall be at our discretion, due consideration will be given to the desirability of allotting and/or allocating the Invitation Shares to a reasonable number of applicants with a view to establishing an adequate market for the Shares. Share certicates will be registered in the name of CDP and will be forwarded only to CDP. It is expected that CDP will send to you, at your own risk, within 15 Market Days after the close of the Application List, and subject to the submission of valid applications and payment for the Invitation Shares, a statement of account stating that your Securities Account has been credited with the number of Invitation Shares allotted and/or allocated to you, if your application is successful. This will be the only acknowledgement of application monies received and is not an acknowledgement by our Company and the Vendors. You irrevocably authorise CDP to complete and sign on your behalf, as transferee or renouncee, any instrument of transfer and/or other documents required for the issue and/or transfer of the Invitation Shares allotted and/or allocated to you. This authorisation applies to applications made by way of Application Forms and by way of Electronic Applications.

11.

11A. In the event that our Company lodges a supplementary or replacement offer document (Relevant Document) pursuant to the SFA or any applicable legislation in force from time to time prior to the close of the Invitation, and the Invitation Shares have not been issued and/or transferred, we (as well as on behalf of the Vendors) will (as required by law and subject to the SFA), at our sole and absolute discretion, either: (a) within two (2) days (excluding any Saturday, Sunday or public holiday) from the date of the lodgement of the Relevant Document, give you notice in writing of how to obtain, or arrange to receive, a copy of the same and provide you with an option to withdraw your application and take all reasonable steps to make available within a reasonable period the Relevant Document to you if you have indicated that you wish to obtain, or have arranged to receive, a copy of the Relevant Document; within seven (7) days of the lodgement of the Relevant Document, give you a copy of the Relevant Document and provide you with an option to withdraw your application; or deem your application as withdrawn and cancelled and shall, within seven (7) days from the date of lodgement of the Relevant Document, return all monies paid in respect of any application, without interest or any share of revenue or benet arising therefrom.

(b)

(c)

Where you have notied us within 14 days from the date of lodgement of the Relevant Document of your wish to exercise your option under Paragraph 11A(a) and (b) above to withdraw your application, we (as well as on behalf of the Vendors) shall pay to you all monies paid by you on account of your application for the Invitation Shares without interest or any share of revenue or other benet arising therefrom and at your own risk, within seven (7) days from the receipt of such notication.

H-3

In the event that at the time of the lodgement of the Relevant Document, the Invitation Shares have already been issued and/or transferred but trading has not commenced, we (as well as on behalf of the Vendors) will (as required by law and subject to the SFA), at our sole and absolute discretion, either: (d) within two (2) days (excluding Saturday, Sunday or public holiday) from the date of the lodgement of the Relevant Document, give you notice in writing of how to obtain, or arrange to receive, a copy of the same and provide you with an option to return to our Company the Invitation Shares which you do not wish to retain title in and take all reasonable steps to make available within a reasonable period the Relevant Document to you if you have indicated that you wish to obtain, or have arranged to receive, a copy of the Relevant Document; within seven (7) days from the lodgement of the Relevant Document, give you a copy of the Relevant Document and provide you with an option to return the Invitation Shares which you do not wish to retain title in; or (A) in the case of the New Shares, deem the issue as void and refund your payments for the New Shares (without interest or any share of revenue or other benets arising therefrom and at your own risk) within seven (7) days from the date of lodgment of the supplementary or replacement offer document; and in the case of Vendor Shares, deem the sale of the Vendor Shares as void, and in the case where documents to evidence title to the Vendor Shares (the title documents) have been issued to you, within seven (7) days from the date of lodgment of the supplementary or replacement offer document, inform you to return the title documents within 14 Market Days from the date of lodgment of the supplementary or replacement offer document, and within seven (7) days from receipt of the title documents or the date of lodgment of the supplementary or replacement offer document, whichever is the later, refund your payments for the Vendor Shares (without interest or any share of revenue or other benets arising therefrom and at your own risk),

(e)

(f)

(B)

and you shall not have any claim against our Company, the Vendors, the Sponsor and the Underwriter and Placement Agent. Any applicant who wishes to exercise his option under paragraph 11A(d) and (e) above to return the Invitation Shares issued and/or transferred to him shall, within 14 days from the date of lodgement of the Relevant Document, notify us of this and return all documents, if any, purporting to be evidence of title of those Invitation Shares, whereupon we (as well as on behalf of the Vendors) shall, subject to compliance with applicable laws and the Articles of Association of our Company, within seven (7) days from the receipt of such notication and documents, pay to him all monies paid by him for the Invitation Shares without interest or any share of revenue or other benet arising therefrom and at his own risk, and the Invitation Shares issued and/or transferred to him shall be void. Additional terms and instructions applicable upon the lodgement of the Relevant Document, including instructions on how you can exercise the option to withdraw your application or return the Invitation Shares allotted and/or allocated to you, may be found in such Relevant Document. 12. In the event of an under-subscription for Offer Shares as at the close of the Application List, that number of Offer Shares under-subscribed shall be made available to satisfy applications for the Placement Shares to the extent that there is an over-subscription for Placement Shares as at the close of the Application List. In the event of an under-subscription for Placement Shares as at the close of the Application List, that number of Placement Shares under-subscribed shall be made available to satisfy applications for Offer Shares to the extent that there is an over-subscription for Offer Shares as at the close of the Application List.

H-4

In the event of an over-subscription for Offer Shares as at the close of the Application List and Placement Shares are fully subscribed or over-subscribed as at the close of the Application List, the successful applications for Offer Shares will be determined by ballot or otherwise as determined by our Directors and the Vendors after consultation with the Sponsor and the Underwriter and Placement Agent and approved by the SGX-ST. In all the above instances, the basis of allotment and/or allocation of the Invitation Shares as may be decided by our Directors and the Vendors in ensuring a reasonable spread of shareholders of our Company, shall be made public as soon as practicable via an announcement through the SGXST and through an advertisement in a generally circulating daily press. You hereby consent to the disclosure of your name, NRIC/passport number, address, nationality, permanent residency status, CDP Securities Account number, CPF Investment Account number (if applicable) and shares application amount from your account with the relevant Participating Bank to the Share Registrar and Share Transfer Agent, SCCS, SGX-ST, CDP, our Company, the Vendors, the Sponsor and the Underwriter and Placement Agent. 13. You irrevocably authorise CDP to disclose the outcome of your application, including the number of Invitation Shares allotted and/or allocated to you pursuant to your application, to us, the Vendors, the Sponsor, the Underwriter and Placement Agent and any other parties so authorised by the foregoing persons. CDP shall not be liable for any delays, failures, or inaccuracies in the recording, storage or transmission of delivery of data relating to Electronic Applications. Any reference to you or the applicant in this section shall include an individual, a corporation, an approved nominee and trustee applying for the Offer Shares by way of an Offer Shares Application Form or by way of an Electronic Application and a person applying for the Placement Shares through the Placement Agent by way of a Placement Shares Application Form. By completing and delivering an Application Form or by making and completing an Electronic Application by (in the case of an ATM Electronic Application) pressing the Enter or OK or Conrm or Yes or any other relevant key on the ATM (as the case may be) or by (in the case of an Internet Electronic Application) clicking Submit or Continue or Yes or Conrm or any other relevant button on the IB website screen of the relevant Participating Banks (as the case may be) in accordance with the provisions of this Offer Document, you: (a) irrevocably offer, agree and undertake to subscribe for and/or purchase the number of Invitation Shares specied in your application (or such smaller number for which the application is accepted) at the Invitation Price for each Invitation Share and agree that you will accept such Invitation Shares as may be allotted and/or allocated to you, in each case on the terms of, and subject to the conditions set out in this Offer Document and the Memorandum and Articles of Association of our Company; agree that, in the event of any inconsistency between the terms and conditions for application set out in this Offer Document and those set out in the IB websites or ATMs of the relevant Participating Banks, the terms and conditions set out in this Offer Document shall prevail; agree that the aggregate Invitation Price for the Invitation Shares applied for is due and payable to our Company and the Vendors upon application; warrant the truth and accuracy of the information contained, and representations and declarations made, in your application, and acknowledge and agree that such information, representations and declarations will be relied on by our Company and the Vendors in determining whether to accept your application and/or whether to allot and/or allocate any Invitation Shares to you; and agree and warrant that, if the laws of any jurisdictions outside Singapore are applicable to your application, you have complied with all such laws and none of our Company, the Vendors, the Sponsor and the Underwriter and Placement Agent will infringe any such laws as a result of the acceptance of your application. H-5

14.

15.

(b)

(c)

(d)

(e)

16.

Our acceptance of applications will be conditional upon, inter alia, our Company and the Vendors being satised that: (a) permission has been granted by the SGX-ST to deal in and for quotation for all our existing Shares (including the Vendor Shares) and the New Shares on Catalist; the Management and Sponsorship Agreement and the Underwriting and Placement Agreement referred to in the section entitled General and Statutory Information -Management, Underwriting and Placement Arrangements of this Offer Document have become unconditional and have not been terminated or cancelled prior to such date as our Company may determine; and the SGX-ST, acting as agent on behalf of the Authority, has not served a stop order (Stop Order) which directs that no or no further shares to which this Offer Document relates be allotted and/or allocated or issued and/or transferred.

(b)

(c)

17.

In the event that a Stop Order in respect of the Invitation Shares is served by the SGX-ST, acting as agent on behalf of the Authority or other competent authority, and (a) in the case where the Invitation Shares have not been issued and/or transferred, all applications shall be deemed to have been withdrawn and cancelled and our Company (as well as on behalf of the Vendors) shall refund all monies paid on account of your application of the Invitation Shares (without interest or any share of revenue or other benet arising therefrom and at your own risk) to you within 14 days of the date of the Stop Order; or in the case where the Invitation Shares have already been issued and/or transferred but trading has not commenced, the issue and/or transfer of the Invitation Shares shall be deemed to be void and our Company (as well as on behalf of the Vendors) shall, within 14 days from the date of the Stop Order, refund all monies paid on account of your application for the Invitation Shares (without interest or any share of revenue or other benet arising therefrom and at your own risk).

(b)

This shall not apply where only an interim Stop Order has been served. 18. In the event that an interim Stop Order in respect of the Invitation Shares is served by the SGX-ST, acting as agent on behalf of the Authority, or other competent authority, no Invitation Shares shall be issued and/or transferred to you during the time when the interim Stop Order is in force. The SGX-ST, acting as agent on behalf of the Authority or other competent authority, is not able to serve a Stop Order in respect of the Invitation Shares if the Invitation Shares have been issued and/or transferred, listed on a securities exchange and trading in the Invitation Shares has commenced. In the event of any changes in the closure of the Application List or the time period during which the Invitation is open, we will publicly announce the same through a SGXNET announcement to be posted on the internet at the SGX-ST website, http://www.sgx.com and through a paid advertisement in a local English newspaper. Our Company and the Vendors will not hold any application in reserve. Our Company and the Vendors will not allot and/or allocate Shares on the basis of this Offer Document later than six (6) months after the date of registration of this Offer Document by the SGX-ST, acting as agent on behalf of the Authority. Additional terms and conditions for applications by way of Application Forms are set out on pages H-7 to H-10 of this Offer Document. Additional terms and conditions for applications by way of Electronic Applications are set out on pages H-10 to H-15 of this Offer Document.

19.

20. 21.

22.

23.

H-6

ADDITIONAL TERMS AND CONDITIONS FOR APPLICATIONS USING APPLICATION FORMS Applications by way of an Application Form shall be made on, and subject to, the terms and conditions of this Offer Document including but not limited to the terms and conditions appearing below as well as those set out under the section entitled Terms, Conditions and Procedures for Application and Acceptance of this Offer Document, as well as the Memorandum and Articles of Association of our Company. 1. Your application for the Offer Shares must be made using the WHITE Application Forms and WHITE envelopes A and B for Offer Shares, the BLUE Application Forms for Placement Shares, accompanying and forming part of this Offer Document. We draw your attention to the detailed instructions contained in the respective Application Forms and this Offer Document for the completion of the Application Forms which must be carefully followed. Our Company and the Vendors, in consultation with the Sponsor and the Underwriter and Placement Agent reserve the right to reject applications which do not conform strictly to the instructions set out in the Application Forms and this Offer Document or to the terms and conditions of this Offer Document or which are illegible, incomplete, incorrectly completed or which are accompanied by improperly drawn remittances or improper form of remittance. 2. Your Application Forms must be completed in English. Please type or write clearly in ink using BLOCK LETTERS. All spaces in the Application Forms except those under the heading FOR OFFICIAL USE ONLY must be completed and the words NOT APPLICABLE or N.A. should be written in any space that is not applicable. Individuals, corporations, approved nominee companies and trustees must give their names in full. If you are an individual, you must make your application using your full names as it appears in your identity cards (if you have such an identication document) or in your passports and, in the case of a corporation, in your full name as registered with a competent authority. If you are a nonindividual, you must complete the Application Form under the hand of an ofcial who must state the name and capacity in which he signs the Application Form. If you are a corporation completing the Application Form, you are required to afx your Common Seal (if any) in accordance with your Memorandum and Articles of Association or equivalent constitutive documents of the corporation. If you are a corporate applicant and your application is successful, a copy of your Memorandum and Articles of Association or equivalent constitutive documents must be lodged with our Companys Share Registrar and Share Transfer Ofce. Our Company and the Vendors reserve the right to require you to produce documentary proof of identication for verication purposes. (a) (b) You must complete Sections A and B and sign page 1 of the Application Form. You are required to delete either paragraph 7(a) or 7(b) on page 1 of the Application Form. Where paragraph 7(a) is deleted, you must also complete Section C of the Application Form with particulars of the benecial owner(s). If you fail to make the required declaration in paragraph 7(a) or 7(b), as the case may be, on page 1 of the Application Form, your application is liable to be rejected.

3.

4.

5.

(c)

6.

You (whether you are an individual or corporate applicant, whether incorporated or unincorporated and wherever incorporated or constituted) will be required to declare whether you are a citizen or permanent resident of Singapore or a corporation in which citizens or permanent residents of Singapore or any body corporate constituted under any statute of Singapore having an interest in the aggregate of more than 50.0% of the issued share capital of or interests in such corporations.

H-7

If you are an approved nominee company, you are required to declare whether the benecial owner of the Invitation Shares is a citizen or permanent resident of Singapore or a corporation, whether incorporated or unincorporated and wherever incorporated or constituted, in which citizens or permanent residents of Singapore or any body corporate whether incorporated or unincorporated and wherever incorporated or constituted under any statute of Singapore have an interest in the aggregate of more than 50.0% of the issued share capital of or interests in such corporation. 7. Your application must be accompanied by a remittance in Singapore currency for the full amount payable, in respect of the number of Invitation Shares applied for, in the form of a BANKERS DRAFT or CASHIERS ORDER drawn on a bank in Singapore, made out in favour of EUROSPORTS SHARE ISSUE ACCOUNT crossed A/C PAYEE ONLY, and with your name and address written clearly on the reverse side. Applications not accompanied by any payment or accompanied by any other form of payment will not be accepted. We will reject remittances bearing NOT TRANSFERABLE or NON TRANSFERABLE crossings. No acknowledgement or receipt will be issued by our Company, the Vendors or the Sponsor for applications and application monies received. Monies paid in respect of unsuccessful applications are expected to be returned (without interest or any share of revenue or other benet arising therefrom) to you by ordinary post within 24 hours of balloting of applications at your own risk. Where your application is rejected or accepted in part only, the full amount or the balance of the application monies, as the case may be, will be refunded (without interest or any share of revenue or other benet arising therefrom) to you by ordinary post at your own risk within 14 days after the close of the Application List, provided that the remittance accompanying such application which has been presented for payment or other processes has been honoured and application monies have been received in the designated share issue account. In the event that the Invitation does not proceed for any reason, the full amount of the application monies received will be refunded (without interest or any share of revenue or other benet arising therefrom) to you by ordinary post at your own risk within ve (5) Market Days of the termination of the Invitation. In the event that the Invitation is cancelled by us (as well as on behalf of the Vendors) following the issuance of a Stop Order by the SGX-ST, acting as agent on behalf of the Authority, the application monies received will be refunded (without interest or any share of revenue or other benet arising therefrom) to you by ordinary post at your own risk within 14 days from the date of the Stop Order. Capitalised terms used in the Application Forms and dened in this Offer Document shall bear the meanings assigned to them in this Offer Document. You irrevocably agree and acknowledge that your application is subject to risks of res, acts of God and other events beyond the control of the Participating Banks, our Company, our Directors, the Vendors, the Sponsor, the Underwriter and Placement Agent and/or any other party involved in the Invitation, and if, in any such event, our Company, the Vendors, the Sponsor, the Underwriter and Placement Agent and/or the relevant Participating Bank do not receive your Application Form, you shall have no claim whatsoever against our Company, the Vendors, the Sponsor, the Underwriter and Placement Agent, the relevant Participating Bank and/or any other party involved in the Invitation for the Invitation Shares applied for or for any compensation, loss or damage. By completing and delivering the Application Form, you agree that: (a) in consideration of our Company and the Vendors having distributed the Application Form to you and agreeing to close the Application List at 12.00 noon on 15 January 2014 or such other time or date as our Company and the Vendors may, in consultation with the Sponsor and the Underwriter and Placement Agent decide and by completing and delivering the Application Form: (i) (ii) your application is irrevocable; and your remittance will be honoured on rst presentation and that any monies returnable may be held pending clearance of your payment without interest or any share of revenue or other benet arising therefrom;

8.

9.

10.

11.

H-8

(b)

neither our Company, the Vendors, the Sponsor, the Underwriter and Placement Agent nor any other party involved in the Invitation shall be liable for any delays, failures or inaccuracies in the recording, storage or in the transmission or delivery of data relating to your application to us or CDP due to breakdowns or failure of transmission, delivery or communication facilities or any risks referred to in paragraph 10 above or to any cause beyond their respective controls; all applications, acceptances and contracts resulting therefrom under the Invitation shall be governed by and construed in accordance with the laws of Singapore and that you irrevocably submit to the non-exclusive jurisdiction of the Singapore courts; in respect of the Invitation Shares for which your application has been received and not rejected, acceptance of your application shall be constituted by written notication and not otherwise, notwithstanding any remittance being presented for payment by or on behalf of our Company; you will not be entitled to exercise any remedy of rescission for misrepresentation at any time after acceptance of your application; in making your application, reliance is placed solely on the information contained in this Offer Document and that none of our Company, the Vendors, the Sponsor, the Underwriter and Placement Agent or any other person involved in the Invitation shall have any liability for any information not so contained; you consent to the disclosure of your name, NRIC/passport number, address, nationality, permanent residency status, CDP Securities Account number, and share application amount to our Share Registrar, CDP, SCCS, SGX-ST, our Company, the Vendors, the Sponsor, the Underwriter and Placement Agent or other authorised operators; and you irrevocably agree and undertake to subscribe for and/or purchase the number of Invitation Shares applied for as stated in the Application Form or any smaller number of such Invitation Shares that may be allotted and/or allocated to you in respect of your application. In the event that our Company and the Vendors decide to allot and/or allocate a smaller number of Invitation Shares or not to allot and/or allocate any Invitation Shares to you, you agree to accept such decision as nal.

(c)

(d)

(e)

(f)

(g)

(h)

Applications for Offer Shares 1. Your application for Offer Shares MUST be made using the WHITE Offer Shares Application Forms and WHITE ofcial envelopes A and B. ONLY ONE (1) APPLICATION should be enclosed in each envelope. You must: (a) enclose the WHITE Offer Shares Application Form, duly completed and signed, together with the correct remittance in accordance with the terms and conditions of this Offer Document in the WHITE envelope A provided; in the appropriate spaces on WHITE envelope A: (i) (ii) (iii) (iv) (c) write your name and address; state the number of Offer Shares applied for; tick the relevant box to indicate the form of payment; and afx adequate Singapore postage;

2.

(b)

Seal the WHITE envelope A;

H-9

(d)

write, in the special box provided on the larger WHITE envelope B addressed to Tricor Barbinder Share Registration Services, 80 Robinson Road, #02-00, Singapore 068898, the number of Offer Shares for which the application is made; and insert WHITE envelope A into WHITE envelope B, seal WHITE envelope B, afx adequate Singapore postage on WHITE ofcial envelope B (if despatching by ordinary post) and thereafter DESPATCH BY ORDINARY POST OR DELIVER BY HAND at your own risk to Tricor Barbinder Share Registration Services, 80 Robinson Road, #0200, Singapore 068898, to arrive by 12.00 noon on 15 January 2014 or such other time as our Company and the Vendors may, in consultation with the Sponsor and the Underwriter and Placement Agent decide. Local Urgent Mail or Registered Post must NOT be used. No acknowledgement of receipt will be issued for any application or remittance received.

(e)

3.

Applications that are illegible, incomplete or incorrectly completed or accompanied by improperly drawn remittances or improper form of remittance or which are not honoured upon their rst presentation are liable to be rejected.

Applications for Placement Shares 1. Your application for Placement Shares MUST be made using the BLUE Placement Shares Application Forms. ONLY ONE (1) APPLICATION should be enclosed in each envelope. The completed and signed BLUE Placement Shares Application Form and the correct remittance in full in respect of the number of Placement Shares applied for (in accordance with the terms and conditions of this Offer Document) with your name and address written clearly on the reverse side, must be enclosed and sealed in an envelope to be provided by you. You must afx adequate Singapore postage on the envelope (if despatching by ordinary post) and thereafter the sealed envelope must be DESPATCHED BY ORDINARY POST OR DELIVERED BY HAND at your own risk to Tricor Barbinder Share Registration Services, 80 Robinson Road, #02-00, Singapore 068898, to arrive by 12.00 noon on 15 January 2014 or such other time as our Company and the Vendors may, in consultation with the Sponsor and the Underwriter and Placement Agent, decide. Local Urgent Mail or Registered Post must NOT be used. No acknowledgement of receipt will be issued for any application or remittance received. Applications that are illegible, incomplete or incorrectly completed or accompanied by improperly drawn remittances or improper form of remittance or which are not honoured upon their rst presentation are liable to be rejected.

2.

3.

ADDITIONAL TERMS AND CONDITIONS FOR ELECTRONIC APPLICATIONS The procedures for Electronic Applications are set out on the ATM screens (in the case of ATM Electronic Applications) and the IB website screens (in the case of Internet Electronic Applications) of the relevant Participating Banks. For illustration purposes, the procedures for Electronic Applications through ATMs and the IB website of the UOB Group are set out respectively in the Steps for an ATM Electronic Application through ATMs of the UOB Group and the Steps for an Internet Electronic Application through the IB website of the UOB Group (collectively, the Steps) appearing on pages H-15 to H-18 of this Offer Document. The Steps set out the actions that you must take at an ATM or the IB website of the UOB Group to complete an Electronic Application. Please read carefully the terms of this Offer Document, the Steps and the terms and conditions for Electronic Applications set out below before making an Electronic Application. Any reference to you or the applicant in this section Additional Terms and Conditions for Electronic Applications and the Steps shall refer to you making an application for Offer Shares through an ATM or the IB website of a relevant Participating Bank. You must have an existing bank account with and be an ATM cardholder of one (1) of the Participating Banks before you can make an Electronic Application at the ATMs. An ATM card issued by one (1) Participating Bank cannot be used to apply for Offer Shares at an ATM belonging to other Participating Banks. For an Internet Electronic Application, you must have an existing bank account with an IB User

H-10

Identication (User ID) and a Personal Identication Number/Password (PIN) given by the relevant Participating Bank. The Steps set out the actions that you must take at ATMs or the IB website of the UOB Group to complete an Electronic Application. The actions that you must take at ATMs or the IB websites of other Participating Banks are set out on the ATM screens or the IB website screens of the relevant Participating Banks. Upon the completion of your ATM Electronic Application transaction, you will receive an ATM transaction slip (Transaction Record), conrming the details of your Electronic Application. Upon completion of your Internet Electronic Application, there will be an on-screen conrmation (Conrmation Screen) of the application which can be printed for your record. The Transaction Record or your printed record of the Conrmation Screen is for your retention and should not be submitted with any Application Form. You must ensure that you enter your own Securities Account number when using the ATM card issued to you in your own name. If you fail to use your own ATM card or if you do not key in your own Securities Account number, your application will be rejected. If you operate a joint bank account with any of the Participating Banks, you must ensure that you enter your own Securities Account number when using the ATM card issued to you in your own name. Using your own Securities Account number with an ATM card which is not issued to you in your own name will render your ATM Electronic Application liable to be rejected. You must ensure, when making an Internet Electronic Application, that your mailing address for the account selected for the application is in Singapore and the application is being made in Singapore and you will be asked to declare accordingly. Otherwise your application is liable to be rejected. In connection with this, you will be asked to declare that you are in Singapore at the time when you make the application. You shall make an Electronic Application in accordance with and subject to the terms and conditions of this Offer Document including but not limited to the terms and conditions appearing below and those set out under the section entitled Terms, Conditions and Procedures for Application and Acceptance of this Offer Document as well as the Memorandum and Articles of Association of our Company. 1. In connection with your Electronic Application for Offer Shares, you are required to conrm statements to the following effect in the course of activating your Electronic Application: (a) that you have received a copy of this Offer Document (in the case of ATM Electronic Applications only) and have read, understood and agreed to all the terms and conditions of application for Offer Shares and this Offer Document prior to effecting the Electronic Application and agree to be bound by the same; that you consent to the disclosure of your name, NRIC/passport number, address, nationality, permanent residency status, share application amount, CPF Investment Account number (if applicable) and CDP Securities Account number and application details (the Relevant Particulars) with the relevant Participating Bank to the CDP, CPF, SCCS, SGX-ST, Share Registrar, our Company, the Vendors, the Sponsor, the Underwriter and Placement Agent or other authorised operators (the Relevant Parties); and that this is your only application for Offer Shares and it is made in your own name and at your own risk.

(b)

(c)

Your application will not be successfully completed and cannot be recorded as a completed transaction in the ATM or on the IB website unless you press the Enter or Conrm or Yes or OK or any other relevant key in the ATM or click Conrm or OK or Submit or Continue or Yes or any other relevant button on the IB website screen. By doing so, you shall be treated as signifying your conrmation of each of the above three (3) statements. In respect of statement 1(b) above, such conrmation, shall signify and shall be treated as your written permission, given in accordance with the relevant laws of Singapore including Section 47(2) of the Banking Act (Chapter 19) of Singapore to the disclosure by the relevant Participating Bank of the Relevant Particulars to the Relevant Parties.

H-11

2.

BY MAKING AN ELECTRONIC APPLICATION, YOU CONFIRM THAT YOU ARE NOT APPLYING FOR OFFER SHARES AS A NOMINEE OF ANY OTHER PERSON AND THAT ANY ELECTRONIC APPLICATION THAT YOU MAKE IS THE ONLY APPLICATION MADE BY YOU AS THE BENEFICIAL OWNER. YOU SHOULD MAKE ONLY ONE (1) ELECTRONIC APPLICATION FOR OFFER SHARES AND SHOULD NOT MAKE ANY OTHER APPLICATION FOR OFFER SHARES OR PLACEMENT SHARES, WHETHER AT THE ATMS OR THE IB WEBSITE (IF ANY) OF ANY PARTICIPATING BANK OR ON THE APPLICATION FORMS. IF YOU HAVE MADE AN APPLICATION FOR OFFER SHARES OR PLACEMENT SHARES ON AN APPLICATION FORM, YOU SHALL NOT MAKE AN ELECTRONIC APPLICATION FOR OFFER SHARES AND VICE VERSA.

3.

You must have sufcient funds in your bank account with your Participating Bank at the time you make your Electronic Application at the ATM or the IB website of the relevant participating bank, failing which your Electronic Application will not be completed or accepted. Any Electronic Application which does not conform strictly to the instructions set out in this Offer Document or on the screens of the ATM or the IB website of the relevant Participating Bank through which your Electronic Application is being made shall be rejected. You may make an ATM Electronic Application at the ATM of any Participating Bank or an Internet Electronic Application at the IB website of the relevant Participating Bank for the Offer Shares using only cash by authorising such Participating Bank to deduct the full amount payable from your account with such Participating Bank.

4.

You irrevocably agree and undertake to subscribe for and/or to accept the number of Offer Shares applied for as stated on the Transaction Record or the Conrmation Screen or any lesser number of Offer Shares that may be allotted and/or allocated to you in respect of your Electronic Application. In the event that our Company and the Vendors decide to allot and/or allocate any lesser number of such Offer Shares or not to allot and/or allocate any Offer Shares to you, you agree to accept such decision as nal. If your Electronic Application is successful, your conrmation (by your action of pressing the Enter or Conrm or Yes or OK or any other relevant key on the ATM or clicking Conrm or OK or Submit or Continue or Yes or any other relevant button on the IB website screen) of the number of Offer Shares applied for shall signify and shall be treated as your acceptance of the number of Offer Shares that may be allotted and/or allocated to you and your agreement to be bound by the Memorandum and Articles of Association of our Company. You also irrevocably authorise CDP to complete and sign on your behalf as transferee or renouncee any instrument of transfer and/or other documents required for the transfer of the Offer Shares that may be allotted and/or allocated to you.

5.

Our Company and the Vendors will not keep any applications in reserve. Where your Electronic Application is unsuccessful, the full amount of the application monies will be refunded in Singapore currency (without interest or any share of revenue or other benet arising therefrom) to you by being automatically credited to your account with your Participating Bank within 24 hours of balloting of the applications provided that the remittance in respect of such application which has been presented for payment or other processes have been honoured and the application monies have been received in the designated share issue account. Trading on a WHEN ISSUED basis, if applicable, is expected to commence after such refund has been made. Where your Electronic Application is rejected or accepted in part only, the full amount or the balance of the application monies, as the case may be, will be refunded in Singapore currency (without interest or any share of revenue or other benet arising therefrom) to you by being automatically credited to your account with your Participating Bank within 14 days after the close of the Application List provided that the remittance in respect of such application which has been presented for payment or other processes have been honoured and the application monies have been received in the designated share issue account.

H-12

Responsibility for timely refund of application monies arising from unsuccessful or partially successful Electronic Applications lies solely with the respective Participating Banks. Therefore, you are strongly advised to consult your Participating Bank as to the status of your Electronic Application and/or the refund of any monies to you from unsuccessful or partially successful Electronic Application, to determine the exact number of Offer Shares allotted and/or allocated to you before trading the Offer Shares on Catalist. You may also call CDP Phone at 6535 7511 to check the provisional results of your application by using your T-pin (issued by CDP upon your application for the service) and keying in the stock code (that will be made available together with the results of the allotment and/or allocation via an announcement through the SGX-ST and by advertisement in a generally circulating daily press). To sign up for the service, you may contact CDP customer service ofcers. Neither the SGX-ST, the CDP, the SCCS, the Participating Banks, our Company, the Vendors, the Sponsor nor the Underwriter and Placement Agent assume any responsibility for any loss that may be incurred as a result of you having to cover any net sell positions or from buy-in procedures activated by the SGX-ST. 6. If your Electronic Application is unsuccessful, no notication will be sent by the relevant Participating Banks. If you make Electronic Applications through the ATMs or the IB websites of the following Participating Banks, you may check the provisional results of your Electronic Applications as follows:
Bank UOB Group Telephone 1800 222 2121 ATM/Internet ATM (Other Transactions IPO Results Enquiry)(1) http://www.uobgroup.com(1) DBS Bank 1800 339 6666 (for POSB account holders) 1800 111 1111 (for DBS account holders) OCBC 1800 363 3333 ATM / Internet Banking / Phone Banking http://www.ocbc.com
Notes: (1) If you have made your Electronic Application through the ATMs or IB website of the UOB Group, you may check the results of your application through UOB Personal Internet Banking, ATMs of the UOB Group or UOB Phone Banking Services. If you have made your Electronic Application through the ATMs or IB website of DBS Bank, you may check the results of your application through the channel listed above.

Operating Hours 24 hours a day

Service Expected From Evening of the balloting day

Internet Banking http://www.dbs.com(2)

24 hours a day

Evening of the balloting day

24 hours a day

Evening of the balloting day

(2)

7.

You irrevocably agree and acknowledge that your Electronic Application is subject to risks of electrical, electronic, technical and computer-related faults and breakdowns, res, acts of God and other events beyond the control of the Participating Banks, our Company, the Vendors, the Sponsor, the Underwriter and Placement Agent and if, in any such event, our Company, the Vendors, the Sponsor, the Underwriter and Placement Agent and/or the relevant Participating Bank do not receive your Electronic Application, or data relating to your Electronic Application or the tape or any other devices containing such data is lost, corrupted or not otherwise accessible, whether wholly or partially for whatever reason, you shall be deemed not to have made an Electronic Application and you shall have no claim whatsoever against our Company, our Directors, the Vendors, the Sponsor, the Underwriter and Placement Agent and/or the relevant Participating Bank for Offer Shares applied for or for any compensation, loss or damage.

H-13

8.

Electronic Applications shall close at 12.00 noon on 15 January 2014 or such other time as our Company and the Vendors may, in consultation with the Sponsor, the Underwriter and Placement Agent decide. Subject to the paragraph above, an Internet Electronic Application is deemed to be received when it enters the designated information system of the relevant Participating Bank, that is, when there is an on-screen conrmation of the application. You are deemed to have irrevocably requested and authorised our Company to: (a) register the Offer Shares allotted and/or allocated to you in the name of CDP for deposit into your Securities Account; send the relevant Share certicate(s) to CDP; return or refund (without interest or any share of revenue or other benet arising therefrom) the application monies, should your Electronic Application be unsuccessful, by automatically crediting your bank account with your Participating Bank with the relevant amount within 24 hours of the balloting of applications; and return or refund (without interest or any share of revenue or other benet arising therefrom) the balance of the application monies should your Electronic Application be accepted in part only, by automatically crediting your bank account with your Participating Bank with the relevant amount within 14 days after the close of the Application List.

9.

(b) (c)

(d)

10.

We do not recognise the existence of a trust. Any Electronic Application by a trustee must be made in your own name and without qualication. Our Company will reject any application by any person acting as nominee except those made by approved nominee companies only. All your particulars in the records of your relevant Participating Bank at the time you make your Electronic Application shall be deemed to be true and correct and your relevant Participating Bank and the Relevant Parties shall be entitled to rely on the accuracy thereof. If there has been any change in your particulars after the time of the making of your Electronic Application, you shall promptly notify your relevant Participating Bank. You should ensure that your personal particulars as recorded by both CDP and the relevant Participating Bank are correct and identical, otherwise, your Electronic Application is liable to be rejected. You should promptly inform CDP of any change in address, failing which the notication letter on successful allotment and/or allocation will be sent to your address last registered with CDP. By making and completing an Electronic Application, you are deemed to have agreed that: (a) in consideration of our Company making available the Electronic Application facility, through the Participating Banks as the agents of our Company, at the ATMs and IB websites (if any): (i) (ii) your Electronic Application is irrevocable; and your Electronic Application, our acceptance and the contract resulting therefrom under the Invitation shall be governed by and construed in accordance with the laws of Singapore and you irrevocably submit to the non-exclusive jurisdiction of the Singapore courts;

11.

12.

13.

(b)

neither our Company, the Vendors, the Sponsor, the Underwriter and the Placement Agent, the Participating Banks nor CDP shall be liable for any delays, failures or inaccuracies in the recording, storage or in the transmission or delivery of data relating to your Electronic Application to our Company or CDP due to breakdowns or failure of transmission, delivery or communication facilities or any risks referred to in paragraph 7 above or to any cause beyond our respective controls;

H-14

(c)

in respect of Offer Shares for which your Electronic Application has been successfully completed and not rejected, acceptance of your Electronic Application shall be constituted by written notication by or on behalf of our Company and not otherwise, notwithstanding any payment received by or on behalf of our Company ; you will not be entitled to exercise any remedy of rescission or misrepresentation at any time after acceptance of your application; and in making your application, reliance is placed solely on the information contained in this Offer Document and that none of our Company, the Vendors, the Sponsor, the Underwriter and Placement Agent or any other person involved in the Invitation shall have any liability for any information not so contained.

(d)

(e)

Steps for Electronic Applications through the ATMs and the IB website of the UOB Group The instructions for Electronic Applications will appear on the ATM screens and the IB website screens of the respective Participating Banks. For illustrative purposes, the steps for making an Electronic Application through ATMs or through the IB website of the UOB Group are shown below. Instructions for Electronic Applications appearing on the ATM screens and the IB website screens of the relevant Participating Banks (other than the UOB Group) may differ from that represented below. Steps for an ATM Electronic Application through ATMs of the UOB Group Owing to space constraints on the UOB Groups ATM screens, the following terms will appear in abbreviated form: & CDP CPF NRIC or IC PIN PR SCCS Step 1 : : : : : : : : and THE CENTRAL DEPOSITORY (PTE) LIMITED THE CENTRAL PROVIDENT FUND NATIONAL REGISTRATION IDENTITY CARD PERSONAL IDENTIFICATION NUMBER PERMANENT RESIDENT SECURITIES CLEARING & COMPUTER SERVICES (PTE) LIMITED

Insert your personal Unicard, Uniplus card or UOB VISA/MASTER card and key in your personal identication number. Select CASHCARD/OTHER TRANSACTIONS. Select SECURITIES APPLICATION. Select the share counter which you wish to apply for. Read and understand the following statements which will appear on the screen: THIS OFFER OF SECURITIES (OR UNITS OF SECURITIES) WILL BE MADE IN, OR ACCOMPANIED BY, A COPY OF THE PROSPECTUS/OFFER INFORMATION STATEMENT/DOCUMENT OR SUPPLEMENTARY DOCUMENTS. ANYONE WISHING TO ACQUIRE THESE SECURITIES (OR UNITS OF SECURITIES) WILL NEED TO MAKE AN APPLICATION IN THE MANNER SET OUT IN THE PROSPECTUS/OFFER INFORMATION STATEMENT/DOCUMENT OR SUPPLEMENTARY DOCUMENTS.

2: 3: 4: 5:

(Press ENTER to continue)

H-15

PLEASE CALL 1800 222 2121 IF YOU WOULD LIKE TO FIND OUT WHERE YOU CAN OBTAIN A COPY OF THE PROSPECTUS/OFFER INFORMATION STATEMENT/DOCUMENT OR SUPPLEMENTARY DOCUMENT. WHERE APPLICABLE, A COPY OF THE PROSPECTUS/OFFER INFORMATION STATEMENT/DOCUMENT OR SUPPLEMENTARY DOCUMENT HAS BEEN LODGED WITH AND/OR REGISTERED BY THE MONETARY AUTHORITY OF SINGAPORE WHO ASSUMES NO RESPONSIBILITY FOR THE CONTENTS OF THE PROSPECTUS/OFFER INFORMATION STATEMENT/DOCUMENT OR SUPPLEMENTARY DOCUMENT.

(Press ENTER to continue) 6: Read and understand the following terms which will appear on the screen: YOU HAVE READ, UNDERSTOOD AND AGREED TO ALL TERMS OF THE PROSPECTUS/OFFER INFORMATION STATEMENT/DOCUMENT/ SUPPLEMENTARY DOCUMENT AND THIS ELECTRONIC APPLICATION.

(Press ENTER key to continue) YOU CONSENT TO DISCLOSE YOUR NAME, IC/PASSPORT, NATIONALITY, ADDRESS, APPLICATION AMOUNT, CPF INVESTMENT ACCOUNT NUMBER AND CDP ACCOUNT NUMBER FROM YOUR ACCOUNTS TO CDP, CPF, SCCS, SHARE REGISTRARS, SGXST AND ISSUER/VENDOR(S). THIS IS YOUR ONLY FIXED PRICE APPLICATION AND IS IN YOUR NAME AND ATYOUR RISK.

(Press ENTER to continue) 7: Screen will display: NRIC/Passport No. XXXXXXXXXXXX IF YOUR NRIC/PASSPORT NUMBER IS INCORRECT, PLEASE CANCEL THE TRANSACTION AND NOTIFY THE BRANCH PERSONALLY. (Press CANCEL or CONFIRM) 8: Select mode of payment i.e. CASH ONLY. You will be prompted to select Cash Account type to debit (i.e., CURRENT ACCOUNT/I-ACCOUNT, CAMPUS ACCOUNT OR SAVINGS ACCOUNT/TX ACCOUNT). Should you have a few accounts linked to your ATM card, a list of linked account numbers will be displayed for you to select. After you have selected the account, your CDP Securities Account number will be displayed for you to conrm or change (This screen with your CDP Securities Account number will be shown if your CDP Securities Account number is already stored in the ATM system of the UOB Group). If this is the rst time you are using the UOB Groups ATM to apply for securities, your CDP Securities Account number will not be stored in the ATM system of the UOB Group, and the following screen will be displayed for your input of your CDP Securities Account number. Read and understand the following terms which will appear on the screen: 1. YOU ARE REQUIRED TO ENTER YOUR CDP ACCOUNT NUMBER FOR YOUR FIRST IPO/SECURITIES APPLICATION. THIS ACCOUNT NUMBER WOULD BE DISPLAYED FOR FURTHER APPLICATIONS. DO NOT APPLY FOR JOINT ACCOUNT HOLDER OR THIRD PARTIES. H-16

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PLEASE ENTER YOUR OWN CDP ACCOUNT NUMBER (12 DIGITS) & PRESS ENTER.

If you wish to terminate the transaction, please press CANCEL. 11 : 12 : 13 : 14 : Key in your CDP Securities Account number (12 digits) and select CONFIRM-YES. Select your nationality status. Key in the number of shares you wish to apply for and press the ENTER key. Check the details of your Electronic Application on the screen and press ENTER key to conrm your Electronic Application. Select NO if you do not wish to make any further transactions and remove the Transaction Record. You should keep the Transaction Record for your own reference only.

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Steps for an Internet Electronic Application through the IB website of the UOB Group Owing to space constraints on the UOB Groups IB website screens, the following terms will appear in abbreviated form: CDP CPF NRIC or I/C PR SGD SCCS SGX Step 1 : 2: 3: : : : : : : : The Central Depository (Pte) Limited The Central Provident Fund National Registration Identity Card Permanent Resident Singapore Dollars Securities Clearing and Computer Services (Pte) Limited Singapore Exchange Securities Trading Limited

Connect to the UOB Group at http://www.uobgroup.com. Locate the UOB Online Services Login icon on the top right hand side of the Home Page. Point on UOB Online Services Login icon and at the drop list select UOB Personal Internet Banking Enter your Username and Password and click Submit. Click on Proceed under the Full Access Mode. You will receive a SMS One-Time Password. Enter the SMS One-Time Password and click Proceed. Click on EPS/Securities/CPFIS, followed by Securities, followed by Securities Application. Read the IMPORTANT notice and complete the declarations found on the bottom of the page by answering Yes/No to the questions. Click Continue. Select your country of residence (you must be residing in Singapore to apply), and click Continue.

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Select the Securities Counter from the drop list (If there are concurrent IPOs) and click Submit. Check the Securities Counter, select the mode of payment and account number to debit and click on Submit. Read the important instructions and click on Continue to conrm that: 1. You have read, understood and agreed to all the terms of this application and the Prospectus/Document or Supplementary Document. You consent to disclose your name, I/C or passport number, address, nationality, CDP Securities Account number, CPF Investment Account number (if applicable), and application details to the Securities registrars, SGX, SCCS, COP, CPF Board and issuer/vendor(s). This application is made in your own name, for your own account and at your own risk. For FIXED/MAX price Securities application, this is your application. For TENDER price Securities application, this is your only application at the selected tender price. For FOREIGN CURRENCY securities, subject to the terms of the issue, please note the following: The application monies will be debited from your bank account in SGD, based on the Banks exchange prot or loss, or application monies may be debited and refunds credited in SGD at the same exchange rate. For 1ST-COME-1ST-SERVE securities, the number of securities applied for may be reduced, subject to the availability at the point of application.

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Check your personal details, details of the share counter you wish to apply for and account to debit. Select Enter (a) (b) (c) Click Submit Nationality; your CDP Securities Account number; and the number of shares applied for.

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Check your personal particulars (name, NRIC/Passport number and nationality), details of the share counter you wish to apply for, CDP Securities Account number, account to debit and number of securities applied for. Click Conrm, Edit or Home. Print the Conrmation Screen (optional) for your own reference and retention only.

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